Common use of Appointment of Placement Agent Clause in Contracts

Appointment of Placement Agent. ICP is hereby appointed as exclusive placement agent of the Company (subject to ICP’s right to have foreign dealers (“Selected Dealers”) participate in the Placement) during the “PPO Period” (defined below) for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO, which is expected to be on or about June 29, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) the sale of all of the Shares, or (ii) the close of business on July 31, 2007. The day that the PPO Period expires is hereinafter referred to as the “PPO Termination Date. (a) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Shares. ICP’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (b) Subscriptions for Shares shall be evidenced by the execution by Subscribers of a Subscription Agreement, Registration Rights Agreement and Questionnaire. No Subscription Agreement shall be effective unless and until it is accepted and countersigned by the Company. The Placement Agent or the Company shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Shares. (c) The Placement Agent and/or its affiliates may be Subscribers in the Placement; provided that said Placement Agent and/or its affiliates satisfy all of the conditions and provide appropriate representations set forth in the Transaction Documents.

Appointment of Placement Agent. ICP (a) Strasbourger is hereby appointed or ratified, as the case may be, as exclusive placement agent of the Company (subject to ICPStrasbourger’s right to have foreign selected dealers (“Selected Dealers”) in good standing with the National Association of Securities Dealers (“NASD”) participate in the PlacementPlacements) during the “PPO Period” (defined below) respective offering periods for the Placements herein specified for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Pre-Bridge (the “Pre-Bridge Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO, which is expected to be on or about June 29, 2007 PPO (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) the sale of all of the PPO Shares, ; or (ii) 90 days following the close of business on July 31, 2007Delivery Date. The day that the PPO Period expires terminates is hereinafter referred to as the “PPO Termination Date.” The PPO Termination Date may be extended for up to 45 days at the option of the Placement Agent and Newco. (ab) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO Shares. ICPStrasbourger’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (bc) Subscriptions for Shares of Series A Stock and the PPO Shares shall be evidenced by the execution by Subscribers of a Subscription Stock Purchase Agreement, Registration Rights Agreement and Questionnaire. No Subscription Stock Purchase Agreement shall be effective unless and until it is accepted and countersigned by Newco or the Company. The Placement Agent or the Company shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Stock Purchase Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Series A Stock or PPO Shares. (cd) The Placement Agent and/or its affiliates may be Subscribers in the Placement; provided that said Placement Agent and/or its affiliates satisfy all of the conditions and provide appropriate representations set forth in the Transaction DocumentsPlacements.

Appointment of Placement Agent. ICP (a) The Placement Agent is hereby appointed as exclusive placement agent of the Company Companies (subject to ICP’s the Placement Agent's right to have foreign dealers (“Selected Dealers”, as defined in Section 1(c) hereof, participate in the PlacementOffering) during the “PPO Period” (defined below) Offering period herein specified for the purposes of assisting the Company Companies in finding qualified Subscriberssubscribers pursuant to the Offering described in the Offering Documents. The offering Placement Agent shall not be deemed an agent of the Companies for any other purpose. The Offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company Companies for delivery in connection with the PPO, which is expected to be on or about June 29, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) offering for the sale of all the Units (the "Commencement Date"). Upon receipt of the SharesMinimum Offering amount, or the Placement Agent may conduct a closing (iithe "Initial Closing Date") and may conduct subsequent closings on an interim basis until the close of business on July 31, 2007Maximum Offering amount (and any over-allotment) has been reached (the "Final Closing Date"). The day that the PPO Period expires is hereinafter Each such closing may be referred to herein as a "Closing." If not terminated earlier pursuant to this Agreement, the Offering period shall terminate at 11:59 p.m. New York City Time on the date that is 60 days following the Commencement Date, subject to an extension, at the option of the Placement Agent, for an additional 60 days (the "Termination Date"). Accordingly, the Offering period shall terminate on the Final Closing Date or the Termination Date, as the “PPO Termination Datecase may be. If subscriptions for the minimum 10 Units have not been received prior to the end of the Offering Period, then the Offering will be terminated and all funds received from subscribers will be returned with interest and without any deduction. (ab) Subject to the performance by the Company Companies of all of its their obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company Companies contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist the Company Companies in finding qualified Subscriberssubscribers pursuant to the Offering described in the Offering Documents and to keep the Companies or their counsel reasonably well informed of subscriptions received. It is understood that the Placement Agent has no commitment to sell the SharesUnits. ICP’s The Placement Agent's agency hereunder is not terminable by either Company prior to the Company Termination Date, except upon termination of the PPO Offering Periodas set forth in Section 8(g). (bc) The Placement Agent may engage other persons, selected by it in its sole discretion, who are members of the National Association of Securities Dealers, Inc., ("NASD") or who are located outside the United States and who have executed a Selected Dealers Agreement (each such person being hereinafter referred to as a "Selected Dealer") and the Placement Agent may allow such persons to receive such part of the compensation and payment of expenses payable to the Placement Agent hereunder as the Placement Agent shall determine in its discretion; provided, however, that any such compensation shall be received pursuant to Section 4(d) hereof. (d) Subscriptions for Shares Units shall be evidenced by the execution by Subscribers qualified subscribers of a Subscription Agreement, Registration Rights Agreement and Questionnaire. No Subscription Agreement shall be effective unless and until it is accepted and countersigned by the CompanyCompanies. Until a Closing is held, all subscription funds received shall be held as described in the Escrow Agreement. The Placement Agent or the Company shall not have any independent obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber Purchaser in payment for SharesUnits nor shall the Placement Agent incur any liability with respect to any such check. (ce) The Placement Agent and/or its affiliates COMPANY INSIDERS. Officers, directors or principal stockholders of each of the Companies may be Subscribers invest in the Placement; provided that said Placement Agent and/or its affiliates satisfy all of Offering. Any such investments will be included in calculating whether the conditions and provide appropriate representations set forth 10 Units have been sold in the Transaction DocumentsMinimum Offering, whether the 60 Units have been sold in the Maximum Offering, and whether the 40 Units have been sold pursuant to the over-allotment option.

Appointment of Placement Agent. ICP is (a) You are hereby appointed as exclusive placement agent Placement Agent of the Company (subject to ICP’s right subsection (f) below and your right, with the Company's consent (which consent shall not be unreasonably withheld), to have foreign selected dealers (“"Selected Dealers”") which are either (i) in good standing with the National Association of Securities Dealers ("NASD") or (ii) foreign banks, brokers, dealers or other institutions not eligible for membership in the NASD, participate in the Placement) during the “PPO Period” (defined below) for the purposes of assisting the Company in finding qualified SubscribersSubscribers for the Placement. The Company agrees that CIBC World Markets Inc. ("CIBC") and Canaccord Capital Corporation ("Canaccord"), or their respective affiliates, may act as Selected Dealers in connection with the Placement. The offering period for the PPO Placement (the “PPO "Offering Period”") shall commence on the day date the Offering Documents are first made available Memorandum is delivered to the Placement Agent by the Company for delivery in connection with the PPO, which is expected to be on or about June 29, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until five business days following the earlier to occur of: (i) the sale of all date of the Shares, or Special Meeting (iias defined in Section 4(k) hereof) (the close of business on July 31, 2007. The day that the PPO Period expires is hereinafter referred to as the “PPO "Termination Date"). (ab) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist the Company in finding qualified SubscribersSubscribers for the Placement. It Except for the foregoing, it is understood that the Placement Agent has no commitment to sell the Shares. ICP’s Special Warrants or the Units. (c) Your agency hereunder is not terminable by the Company prior to the Termination Date except upon termination the earlier of (i) expiration of the PPO Offering PeriodPeriod or (ii) the decision of the Company or the Placement Agent not to proceed with the Placement in accordance with Section 4(b)(iii) of this Agreement. (bd) Subscriptions for Shares Special Warrants shall be evidenced by the execution by Subscribers of a the Subscription Agreement, Registration Rights Agreement and Questionnaire. No Subscription Agreement shall be effective unless and until it is accepted and countersigned by the CompanyCompany and the Company shall have control over, and the right to reject any, subscriptions, subject to the provisions of subsection (g) below. The Placement Agent or the Company shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber investor in payment for SharesSpecial Warrants. (ce) The Placement Agent and/or its affiliates may be Subscribers investors in the Placement; provided that said . (f) The Company may enter into agreements with CIBC and Canaccord, or their respective affiliates, to either serve as co-placement agents in connection with the Placement or to raise up to $5,000,000 on terms not more favorable than those of the Placement. (g) The Company agrees to either (i) accept proper subscriptions from investors introduced to the Company by the Placement Agent and/or its affiliates satisfy all (the "Commonwealth Investors") representing no less than the greater of (x) 60 Special Warrants or (y) 60% of the conditions and provide appropriate representations set forth total number of Special Warrants sold in the Transaction DocumentsPlacement or (ii) provided proper subscriptions from Commonwealth Investors have been received, pay to the Placement Agent the full compensation provided for in Section 3(d) as if the Company had accepted such subscriptions (including reimbursement of the Placement Agent Expenses (as defined herein)).

Appointment of Placement Agent. ICP Commonwealth is hereby appointed as exclusive placement agent of the Company (subject to ICP’s Commonwealth's right to have foreign selected dealers (“"Selected Dealers”") in good standing with the National Association of Securities Dealers ("NASD") participate in the PlacementOffering) during the “PPO offering period for the Offering herein specified (the "Offering Period” (defined below") for the purposes purpose of assisting the Company in finding qualified Subscribers. The offering period for the PPO (the “PPO Period”) Offering Period shall commence on the day date the Offering Documents are first made available to the Placement Agent Commonwealth by the Company for delivery in connection with the PPO, which is expected to be on or about June 29, 2007 (the “Delivery Date” or the “Commencement Date”) Offering and shall continue until the earlier to occur of: (i) the sale of all of the Shares, Maximum Offering; or (ii) February 18, 2002, unless extended by mutual agreement of the close of business on July 31, 2007. The day that Company and the PPO Period expires is hereinafter referred Placement Agent for up to as an additional 30 days (the “PPO "Termination Date"). If the Minimum Offering is not sold prior to the Termination Date, the Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deduction. (a) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the SharesUnits. ICP’s Provided Commonwealth is proceeding in good faith, Commonwealth's agency hereunder is not terminable by the Company except upon termination of prior to the PPO Offering PeriodTermination Date. (b) Subscriptions for Shares Units shall be evidenced by the execution by Subscribers of a Subscription Agreement, Registration Rights Agreement and Questionnaire. No Subscription Agreement shall be effective unless and until it is accepted and countersigned by the Company. The Placement Agent or the Company shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for SharesUnits. (c) The Without the prior written consent of the Company, none of the Units will be offered or sold to the Placement Agent and/or its officers, directors, employees or affiliates may be Subscribers in or the Placement; provided that said Placement Agent Company and/or its affiliates satisfy all of the conditions and provide appropriate representations set forth in the Transaction Documentsit officers, directors, employees or affiliates.

Appointment of Placement Agent. ICP is (a) You are hereby appointed as exclusive placement agent Placement Agent of the Company (subject to ICP’s your right to have foreign selected dealers (“"Selected Dealers”') in good standing with the National Association of Securities Dealers ("NASD') participate in the PlacementPlacements) during the “PPO Period” (defined below) respective offering periods for the Placements herein specified for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the PPO Bridge Financing (the “PPO "Bridge Offering Period”') shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO, which is expected to be on or about June 29, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: . (i) the sale of all of the Shares, Bridge Units; or (ii) the close of business on July 31February 18, 20072000. The day that the PPO Bridge Offering Period expires terminates is hereinafter referred to as the “PPO "Bridge Termination Date." (ai) the sale of the Maximum Offering; or (ii) the later of (A) March 31, 2000 and (B) thirty (30) days following approval by the Company's shareholders of a sufficient increase in the Company's authorized capital stock to enable completion of the Maximum Offering; or (iii) the date the parties mutually agree to terminate the Offering. If the Minimum Offering is not sold prior to the end of the Preferred Offering Period, the Offering will be terminated and all Rinds received from Subscribers will be returned, without interest and without any deduction. The day that the Preferred Offering Period terminates is hereinafter referred to as the "Preferred Termination Date." The Preferred Termination Date may be extended for up to thirty (30) days by mutual agreement of the Placement Agent and the Company. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist the Company in finding qualified Subscriberssubscribers for the Bridge Financing and the Offering. It is understood that the Placement Agent has no commitment to sell the SharesBridge Units or the Preferred Units. ICP’s Your agency hereunder is not terminable by the Company except upon termination of the PPO Preferred Offering Period. (bc) Subscriptions for Shares Units shall be evidenced by the execution by Subscribers of a Subscription Agreement, Registration Rights Agreement and Questionnaire. No Subscription Agreement shall be effective unless and until it is accepted and countersigned by the Company. The Placement Agent or the Company shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber investor in payment for SharesUnits. (cd) The Placement Agent and/or its affiliates may will be Subscribers investors in the Placement; provided that said Placement Agent and/or its affiliates satisfy all of the conditions and provide appropriate representations set forth in the Transaction DocumentsPlacements.