Engagement of Placement Agent. The Selling Shareholder, on the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, hereby appoints the Placement Agent as its exclusive Placement Agent for this offering, to sell, on a "best efforts basis," a maximum of 125,000 Units at a public offering price of $6.10 per Unit, each Unit consisting of one share of the Company's Common Stock and one Common Stock Purchase Warrant ("Warrants"), each Warrant entitling the holder to purchase one share of the Company's Common Stock at $7.20 per share, resulting in a maximum amount of gross proceeds to the Selling Shareholder of $762,500 ("Gross Maximum Proceeds"). The Placement Agent, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to solicit purchasers for the Units. This appointment shall be irrevocable for the period commencing on the date of this Agreement and ending on the earlier of (i) the date that the maximum number of Units are sold by the Selling Shareholder; or 120 days from the date that the Company's SB-2 Registration Statement, bearing Registration No. 333-68942 (the "Registration Statement"), becomes effective upon order of the U.S. Securities and Exchange Commission (the "Offering Period"). Capstone Partners, L.C. Copywrite 2000 1.1 - 1
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Engagement of Placement Agent. The Selling Shareholder, on the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, hereby appoints the Placement Agent as its exclusive Placement Agent for this offering, to sell, on a "best efforts basis," a maximum of 125,000 Units at a public offering price of $6.10 per Unit, each Unit consisting of one share of the Company's Common Stock and one Common Stock Purchase Warrant ("Warrants"), each Warrant entitling the holder to purchase one share of the Company's Common Stock at $7.20 per share, resulting in a maximum amount of gross proceeds to the Selling Shareholder of $762,500 ("Gross Maximum Proceeds"). The Placement Agent, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to solicit purchasers for the Units. This appointment shall be irrevocable for the period commencing on the date of this Agreement and ending on the earlier of (i) the date that the maximum number of Units are sold by the Selling Shareholder; or 120 days from the date that the Company's SB-2 Registration Statement, bearing Registration No. 333-68942 (the "Registration Statement"), becomes effective upon order of the U.S. Securities and Exchange Commission (the "Offering Period"). Capstone Partners, L.C. Copywrite 2000 1.1 - 1
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