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Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (161K) Doc #273776: Click preview link for longer preview. PLACEMENT AGENT AGREEMENT May 17, 2004 J.P. Morgan Securities Inc. 277 Park Avenue, 3^rd Floor New York, New York 10172 UBS Securities LLC 299 Park Avenue New York, New York 10171 Dear Sir or Madam: Neose Technologies, Inc., a Delaware corporation (the Company), proposes to sell to certain purchasers, pursuant to the terms of this Placement Agent Agreement (this Agreement) and Subscription Agreements substantially in the form of Exhibit A attached hereto (the Subscription Agreements) entered into with the purchasers identified therein (each a Purchaser and, collectively, the Purchasers), an aggregate of up to 5,000,000 shares of Common Stock, par value $.01 per share (the Common Stock), of the Company. The aggregate of 5,000,000 shares so proposed to be sold is hereinafter referred to as the Stock. The Company hereby confirms its agreement with J.P. Morgan Securities Inc. (JPMorgan) and UBS Securities LLC (UBS) as follows (certain terms used herein are defined in Section 13 hereof): 1. AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes JPMorgan (in such capacity, the Lead Placement Agent) and UBS (in such capacity, the Co-Placement Agent and, together with the Lead Placement Agent, the Placement Agents) to act as its exclusive agents to solicit offers for the purchase of all or part of the Stock from the Company in connection with the proposed offering of the Stock (the Offering). Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined below in Section 4), the Company shall not, without the prior consent of the Lead Placement Agent, solicit or accept offers to purchase Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents. (b) Each Placement Agent agrees, severally and not jointly, as agent of the Company, to use its best commercially practicable efforts to solicit offers to purchase the Stock from the Company on the terms and subject to the conditions set forth in the Base Prospectus (as defined below) and the Prospectus Supplement (as defined below). Each Placement Agent agrees, severally and not jointly, to use its best commercially practicable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Stock has been solicited by such Placement Agent and accepted by the Company, but neither Placement Agent shall, except to facilitate such acceptance by the Company or as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser. Neither Placement Agent shall have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will either Placement Agent be obligated to purchase any Stock for its own account and, in soliciting purchases of Stock, each Placement Agent shall act solely as the Companys agent and not as principal. (c) Subject to the provisions of this Section 1, offers for the purchase of Stock may be solicited by either Placement Agent as agent for the Company at such times and in such amounts as a Placement Agent deems advisable. Each Placement Agent shall promptly communicate to the Company, orally or in writing, each reasonable offer to purchase Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Stock and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. (d) The purchases of the Stock by the Purchasers shall be evidenced by the execution of the Subscription Agreements. (e) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents, and JPMorgan Chase Bank, as escrow agent (the Escrow Agent), shall enter into an Escrow Agreement substantially in the form of Exhibit B attached hereto (the Escrow Agreement), pursuant to which an escrow account will be established, at the Companys expense, for the benefit of the Company and the Purchasers (the Escrow Account). Prior to the Closing Date, certain of the Purchasers will deposit in the Escrow Account an amount equal to the price per share for the Stock as determined by the Subscription Agreements multiplied by the number of shares of Stock to be purchased by such Purchaser (the Escrow Funds). (f) As compensation for services rendered, on the Closing Date the Company shall pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agents, an aggregate amount equal to six and one quarter percent (6.25%) of the gross proceeds received by the Company from the sale of the Stock, with the syndicate economics to be shared as set forth on Schedule 1(f) . (g) No Stock which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Stock shall 273776	Neose Neose Technologies, Inc. ( Medicinal Chemicals & Botanical Products ) As referenced in this Placement Agent Agreement: NEOSE TECHNOLOGIES, – EX-99 5 nt907875ex992.htm EXHIBIT 99.2 Exhibit 99.2 Execution Copy NEOSE TECHNOLOGIES, INC. 5,000,000 Shares of Common Stock, $.01 par value per share PLACEMENT AGENT AGREEMENT May 17, 2004 J.P. Morgan _____________ Neose Technologies, – Avenue, 3rd Floor New York, New York 10172 UBS Securities LLC 299 Park Avenue New York, New York 10171 Dear Sir or Madam: Neose Technologies, Inc., a Delaware corporation (the Company), proposes to sell to certain purchasers, pursuant to the terms of this Placement Agent Agreement (this _____________ Neose Technologies, – Watanabe (facsimile: (212) 821-4042); and (c) if to the Company, shall be delivered or sent by mail, telex or facsimile transmission to Neose Technologies, Inc., 102 Witmer Road, Horsham, Pennsylvania 19044 Attention: C. Boyd Clarke (facsimile: (215) 315-9100), with copies to (i) Neose Technologies, Inc., _____________ Neose Technologies, – transmission to Neose Technologies, Inc., 102 Witmer Road, Horsham, Pennsylvania 19044 Attention: C. Boyd Clarke (facsimile: (215) 315-9100), with copies to (i) Neose Technologies, Inc., 102 Witmer Road, Horsham, Pennsylvania 19044 Attention: General Counsel (facsimile: (215) 315-9100), and (ii) Pepper Hamilton LLP, 3000 Two Logan _____________ NEOSE TECHNOLOGIES, – agreement between the Company and the Placement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, NEOSE TECHNOLOGIES, INC. By: /s/ ROBERT I. KRIEBEL Name: Robert I. Kriebel Title: Senior Vice President & CFO Accepted as of the date first above _____________ dt 191122 ; Novo Nordisk Novo Nordisk AS ( Pharmaceutical Preparations ) ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Placement Agent Agreement: J.P. Morgan Securities – Execution Copy NEOSE TECHNOLOGIES, INC. 5,000,000 Shares of Common Stock, $.01 par value per share PLACEMENT AGENT AGREEMENT May 17, 2004 J.P. Morgan Securities Inc. 277 Park Avenue, 3rd Floor New York, New York 10172 UBS Securities LLC 299 Park Avenue New York, New York 10171 Dear _____________ J.P. Morgan Securities – 5,000,000 shares so proposed to be sold is hereinafter referred to as the Stock. The Company hereby confirms its agreement with J.P. Morgan Securities Inc. (JPMorgan) and UBS Securities LLC (UBS) as follows (certain terms used herein are defined in Section 13 hereof): 1. AGREEMENT TO ACT _____________ J.P. Morgan Securities – be in writing, and: (a) if to the Lead Placement Agent, shall be delivered or sent by mail, telex or facsimile transmission to J.P. Morgan Securities Inc., 277 Park Avenue, 3rd Floor, New York, New York 10172 Attention: Robert Vincent, Esq. (facsimile: (212) 270-7487), with a copy to _____________ J.P. Morgan Securities – Agent contained in the first paragraph under the heading Plan of Distribution in the Prospectus - 26 - Supplement: Pursuant to the placement agent agreement, J.P. Morgan Securities Inc. and UBS Securities LLC have agreed to act as the lead placement agent and the co-placement agent, respectively, in connection with _____________ J.P. MORGAN SECURITIES – INC. By: /s/ ROBERT I. KRIEBEL Name: Robert I. Kriebel Title: Senior Vice President & CFO Accepted as of the date first above written: J.P. MORGAN SECURITIES INC. By: /s/ PHILIPPE MCAULIFFE Name: Philippe McAuliffe Title: Vice President UBS SECURITIES LLC By: /s/ SAGE KELLY Name: Sage Kelly Title: Managing _____________ dt 190794 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Placement Agent Agreement: JPMorgan Chase Bank, – by the execution of the Subscription Agreements. (e) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents, and JPMorgan Chase Bank, as escrow agent (the Escrow Agent), shall enter into an Escrow Agreement substantially in the form of Exhibit B attached hereto (the _____________ JPMorgan Chase Bank, – of that certain Escrow Agreement (the Escrow Agreement) dated as of May 17, 2004, by and among the Company, the Placement Agents and JPMorgan Chase Bank, NA (the Escrow Agent): JPMorgan Chase Bank ABA No.: 021 000 021 Account No.: 507 897455 Account Name: NY Escrow Special Subscription _____________ JPMorgan Chase Bank – Agreement) dated as of May 17, 2004, by and among the Company, the Placement Agents and JPMorgan Chase Bank, NA (the Escrow Agent): JPMorgan Chase Bank ABA No.: 021 000 021 Account No.: 507 897455 Account Name: NY Escrow Special Subscription Account FFC: a/c # 10207882 Neose Technologies, _____________ JPMorgan Chase Bank, – B ESCROW AGREEMENT THIS ESCROW AGREEMENT (Agreement) is made and entered into as of the 17th day of May 2004, by and among JPMorgan Chase Bank, a New York banking corporation (the Escrow Agent), Neose Technologies, Inc., a Delaware corporation (the Company), J.P. Morgan Securities Inc. (JPMorgan) _____________ JPMorgan Chase Bank – sent by facsimile transmission with receipt confirmed to the telephone number below and addressed as follows: a. If to the Escrow Agent, to: JPMorgan Chase Bank Escrow Services 4 New York Plaza, 21st Floor New York, NY 10004 - 6 - Fax No.: (212) 623-6168/6380 Attention: Joseph Morales _____________ dt 186180 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Placement Agent Agreement: UBS Securities LLC – per share PLACEMENT AGENT AGREEMENT May 17, 2004 J.P. Morgan Securities Inc. 277 Park Avenue, 3rd Floor New York, New York 10172 UBS Securities LLC 299 Park Avenue New York, New York 10171 Dear Sir or Madam: Neose Technologies, Inc., a Delaware corporation (the Company), proposes to _____________ UBS Securities LLC – be sold is hereinafter referred to as the Stock. The Company hereby confirms its agreement with J.P. Morgan Securities Inc. (JPMorgan) and UBS Securities LLC (UBS) as follows (certain terms used herein are defined in Section 13 hereof): 1. AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF _____________ UBS Securities LLC – facsimile: (215) 994-2222); (b) if to the Co-Placement Agent, shall be delivered or sent by mail, telex or facsimile transmission to UBS Securities LLC , 299 Park Avenue, New York, New York 10171 Attention: Osamu R. Watanabe (facsimile: (212) 821-4042); and (c) if to the Company, _____________ UBS Securities LLC – under the heading Plan of Distribution in the Prospectus - 26 - Supplement: Pursuant to the placement agent agreement, J.P. Morgan Securities Inc. and UBS Securities LLC have agreed to act as the lead placement agent and the co-placement agent, respectively, in connection with this offering. 16. PARTIAL _____________ UBS SECURITIES LLC – Accepted as of the date first above written: J.P. MORGAN SECURITIES INC. By: /s/ PHILIPPE MCAULIFFE Name: Philippe McAuliffe Title: Vice President UBS SECURITIES LLC By: /s/ SAGE KELLY Name: Sage Kelly Title: Managing Director - 28 - Exhibit A Form of Subscription Agreement A-1 Exhibit A SUBSCRIPTION _____________ dt 186446 ; More...
Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (42K) Doc #278663: Click preview link for longer preview. February 12, 2004 Insite Vision Incorporated S. Kumar Chandrasekaran, Ph.D. President and Chief Executive Officer 965 Atlantic Avenue Alameda, CA 94501 Placement Agent Agreement Dear Dr. Chandrasekaran: Reference is made to our recent discussions relating to the proposed private placement by InSite Vision Incorporated (the ï¿½Companyï¿½), of its securities pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (the ï¿½Actï¿½) as hereinafter described. Based upon our discussions and representations that you have made to us describing . . . 278663	Insite Vision Insite Vision Inc. ( Pharmaceutical Preparations ) As referenced in this Placement Agent Agreement: Insite Vision – Placement Agent Agreement EX-10.5 7 dex105.htm PLACEMENT AGENT AGREEMENT EXHIBIT 10.5 February 12, 2004 Insite Vision Incorporated S. Kumar Chandrasekaran, Ph.D. President and Chief Executive Officer 965 Atlantic Avenue Alameda, CA 94501 Placement Agent Agreement Dear Dr. Chandrasekaran: _____________ InSite Vision – Alameda, CA 94501 Placement Agent Agreement Dear Dr. Chandrasekaran: Reference is made to our recent discussions relating to the proposed private placement by InSite Vision Incorporated (the Company), of its securities pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (the Act) as hereinafter _____________ INSITE VISION – copy of this letter. Very truly yours, PARAMOUNT CAPITAL, INC. By: Name: Lindsay A. Rosenwald, M.D. Title: Chairman and Chief Executive Officer INSITE VISION INCORPORATED By: Name: S. Kumar Chandrasekaran, Ph.D. Title: President and Chief Executive Officer EXHIBIT A EXHIBIT B INDEMNIFICATION PROVISIONS In connection with ( _____________ InSite Vision – Chief Executive Officer EXHIBIT A EXHIBIT B INDEMNIFICATION PROVISIONS In connection with (i) the engagement of Paramount Capital, Inc. (the Placement Agent), by InSite Vision Incorporated (the Company), pursuant to that certain letter agreement dated February , 2004, between the Company and the Placement Agent, as it may be _____________ dt 211611
Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (108K) Doc #305486: Click preview link for longer preview. 6,395,298 Shares GTC BIOTHERAPEUTICS, INC. Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENT March 15, 2004 SG COWEN SECURITIES CORPORATION RODMAN & RENSHAW, LLC c/o SG Cowen Securities Corporation 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: GTC Biotherapeutics, Inc., a Massachusetts corporation (the "Company"), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this "Agreement") and the Subscription Agreements, in a form to be agreed upon ( . . . 305486	GTC GTC Biotherapeutics, Inc. ( Biological Products ) As referenced in this Placement Agent Agreement: GTC BIOTHERAPEUTICS, – 3 a2131112zex-1_1.htm EXHIBIT 1.1 QuickLinks -- Click here to rapidly navigate through this document Exhibit 1.1 6,395,298 Shares GTC BIOTHERAPEUTICS, INC. Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENT March 15, 2004 SG COWEN SECURITIES CORPORATION RODMAN & RENSHAW, LLC c/ _____________ GTC Biotherapeutics, – SECURITIES CORPORATION RODMAN & RENSHAW, LLC c/o SG Cowen Securities Corporation 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: GTC Biotherapeutics, Inc., a Massachusetts corporation (the "Company"), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this " _____________ GTC Biotherapeutics, – Bressman, Esq. (Fax: 212-895-2900). (b) if to the Company shall be delivered or sent by mail, telex or facsimile transmission to GTC Biotherapeutics, Inc., 175 Crossing Boulevard, Framingham, MA 01702, Attention: President (Fax: 508-370-3797), with a copy to: Palmer & Dodge LLP, 111 Huntington _____________ GTC BIOTHERAPEUTICS, – agreement between the Company and the Placement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, GTC BIOTHERAPEUTICS, INC. By: /s/ GEOFFREY F. COX Name: Geoffrey F. Cox Title: Chairman, President & Chief Executive Officer Accepted as of the date first _____________ GTC Biotherapeutics, – COWEN SECURITIES CORPORATION RODMAN & RENSHAW, LLC c/o SG Cowen Securities Corporation 1221 Avenue of the Americas New York, New York 10020 Re: GTC Biotherapeutics, Inc.Offering of Common Stock Dear Sirs: In order to induce SG Cowen Securities Corporation ("SG Cowen") and Rodman & Renshaw, LLC to _____________ dt 282978 ;	SG Cowen SG Cowen Securities Corp. ( Financial )
Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (101K) Doc #319634: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}2 {FILENAME}c85539exv1w1.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} {PAGE} EXHIBIT 1.1 1,954,416 SHARES NORTHFIELD LABORATORIES INC. SHARES OF COMMON STOCK ($.01 PAR VALUE) PLACEMENT AGENT AGREEMENT May 12, 2004 SG COWEN & CO., LLC 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: NORTHFIELD LABORATORIES INC., a Delaware corporation (the "COMPANY"), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this "AGREEMENT") and the Subscription Agreements in the form of Exhibit A attached hereto (the "SUBSCRIPTION AGREEMENTS") entered into with the Purchasers identified therein (each a "PURCHASER" and, collectively, the "PURCHASERS"), an aggregate of 1,954,416 shares of Common Stock, $.01 par value (the "COMMON STOCK"), of the Company. The aggregate of 1,954,416 shares so proposed to be sold is hereinafter referred to as the "STOCK." The Company hereby confirms its agreement with SG Cowen & Co., LLC ("SG COWEN") as follows (certain terms used herein are defined in Section 13 hereof): 1. Agreement to Act as Placement Agent; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes SG Cowen to act as its exclusive agent (in such capacity, the "PLACEMENT AGENT") to solicit offers for the purchase of all or part of the Stock from the Company in connection with the proposed offering of the Stock (the "OFFERING"). So long as this Agreement shall remain in effect, the Company shall not, without the prior consent of the Placement Agent, solicit or accept offers to purchase Stock otherwise than through the Placement Agent. (b) The Placement Agent agrees, as agent of the Company, to use its commercially reasonable efforts to solicit offers to purchase the Stock from the Company on the terms and subject to the conditions set forth in the Base Prospectus (as defined below) and the Prospectus Supplement (as defined below). The Placement Agent shall make commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer {PAGE} to purchase Stock has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to purchase any Stock for its own account and, in soliciting purchases of Stock, the Placement Agent shall act solely as the Company's agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 1(c), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Stock as principal so long as the fact that the Placement Agent (or its affiliate) is a Purchaser is fully disclosed to the Company and the Company approves such purchase of Stock in accordance with Section 1(c). (c) Subject to the provisions of this Section 1, offers for the purchase of Stock may be solicited by the Placement Agent as agent for the Company at such times and in such amounts as the Placement Agent deems advisable. The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Stock and may reject any such offer, in whole or in part. The Placement Agent shall have the right, in its discretion reasonably exercised, subject to providing prior notice to the Company, to reject any offer to purchase Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. (d) The purchases of the Stock by the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto. (e) As compensation for services rendered, on the Closing Date (as defined below) the Company shall pay to the Placement Agent, by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an amount equal to seven percent (7%) of the gross proceeds received by the Company from the sale of the Stock on such Closing Date. In addition, on the Closing Date (as defined below) the Company will issue to SG Cowen a warrant (the "PLACEMENT AGENT'S WARRANT"), in the form of Exhibit B attached hereto, to purchase up to the number of shares of Common Stock equal to three percent (3%) of the aggregate number of shares of Stock sold pursuant to this Agreement. The Placement Agent's Warrant will not be exercisable for one (1) year, will have a term of five years and will be exercisable at a price per share equal to the average closing price of our Common Stock as reported on the Nasdaq National Market for the three trading day period ending on and including the date of this Agreement. The shares of Common Stock issuable to SG Cowen upon exercise of the Placement Agent's Warrant are referred to herein as the "WARRANT STOCK." (f) No Stock which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Stock shall have been delivered to the Purchaser 2 {PAGE} thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Stock to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company. 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company and its subsidiaries represents and warrants to, and agrees with, the Placement Agent and the Purchasers that: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on such Form (Registration File No. 333-106615), 319634	Northfield Labs Northfield Laboratories Inc. ( Biological Products ) As referenced in this Placement Agent Agreement: NORTHFIELD LABORATORIES – DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}2 {FILENAME}c85539exv1w1.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} {PAGE} EXHIBIT 1.1 1,954,416 SHARES NORTHFIELD LABORATORIES INC. SHARES OF COMMON STOCK ($.01 PAR VALUE) PLACEMENT AGENT AGREEMENT May 12, 2004 SG COWEN & CO., LLC 1221 Avenue of the Americas _____________ NORTHFIELD LABORATORIES – VALUE) PLACEMENT AGENT AGREEMENT May 12, 2004 SG COWEN & CO., LLC 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: NORTHFIELD LABORATORIES INC., a Delaware corporation (the "COMPANY"), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this "AGREEMENT") _____________ Northfield Laboratories – Fax: 212-895-2900). 26 {PAGE} (b) if to the Company shall be delivered or sent by mail, telex or facsimile transmission to Northfield Laboratories Inc., 1560 Sherman Avenue, Suite 1000, Evanston, Illinois 60201-4800, Attention: Steven A. Gould, M.D. (Fax: 847-864-0353), with a copy _____________ NORTHFIELD LABORATORIES – agreement between the Company and the Placement Agent, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, NORTHFIELD LABORATORIES INC. By:______________________________ Name: Title: Accepted as of the date first above written: SG COWEN & CO., LLC By:_______________________________ Name: Title: 29 {/TEXT} {/ _____________ dt 611166 ;	SG Cowen & Co., LLC
Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (108K) Doc #319641: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}c82328exv1w1.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT DATED 1/23/04 {TEXT} {PAGE} EXHIBIT 1.1 2,585,965 SHARES NORTHFIELD LABORATORIES INC. SHARES OF COMMON STOCK ($.01 PAR VALUE) PLACEMENT AGENT AGREEMENT January 23, 2004 SG COWEN SECURITIES CORPORATION 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: NORTHFIELD LABORATORIES INC., a Delaware corporation (the "COMPANY"), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this "AGREEMENT") and the Subscription Agreements in the form of Exhibit A attached hereto (the "SUBSCRIPTION AGREEMENTS") entered into with the Purchasers identified therein (each a "PURCHASER" and, collectively, the "PURCHASERS"), an aggregate of 2,585,965 shares of Common Stock, $.01 par value (the "COMMON STOCK"), of the Company. The aggregate of 2,585,965 shares so proposed to be sold is hereinafter referred to as the "FIRM STOCK." The Company also proposes to sell to the Purchasers, upon the terms and conditions set forth in Section 3(b) hereof, up to an additional 646,491 shares of Common Stock (the "OPTIONAL STOCK"). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the "STOCK." The Company hereby confirms its agreement with SG Cowen Securities Corporation ("SG COWEN") as follows (certain terms used herein are defined in Section 13 hereof): 1. AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes SG Cowen to act as its exclusive agent (in such capacity, the "PLACEMENT AGENT") to solicit offers for the purchase of all or part of the Stock from the Company in connection with the proposed offering of the Stock (the "OFFERING"). So long as this Agreement shall remain in effect, the Company shall not, without the prior consent of the Placement Agent, solicit or accept offers to purchase Stock otherwise than through the Placement Agent. (b) The Placement Agent agrees, as agent of the Company, to use its commercially reasonable efforts to solicit offers to purchase the Stock from {PAGE} the Company on the terms and subject to the conditions set forth in the Base Prospectus (as defined below) and the Prospectus Supplement (as defined below). The Placement Agent shall make commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Stock has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to purchase any Stock for its own account and, in soliciting purchases of Stock, the Placement Agent shall act solely as the Company's agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 1(c), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Stock as principal so long as the fact that the Placement Agent (or its affiliate) is a Purchaser is fully disclosed to the Company and the Company approves such purchase of Stock in accordance with Section 1(c). (c) Subject to the provisions of this Section 1, offers for the purchase of Stock may be solicited by the Placement Agent as agent for the Company at such times and in such amounts as the Placement Agent deems advisable. The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Stock and may reject any such offer, in whole or in part. The Placement Agent shall have the right, in its discretion reasonably exercised, subject to providing prior notice to the Company, to reject any offer to purchase Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. (d) The purchases of the Stock by the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto. (e) As compensation for services rendered, on each Closing Date (as defined below) the Company shall pay to the Placement Agent, by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an amount equal to seven percent (7%) of the gross proceeds received by the Company from the sale of the Stock on such Closing Date. In addition, on the First Closing Date (as defined below) the Company will issue to SG Cowen a warrant (the "PLACEMENT AGENT'S WARRANT"), in the form of Exhibit B attached hereto, to purchase up to the number of shares of Common Stock equal to three percent (3%) of the aggregate number of shares of Stock sold pursuant to this Agreement. The Placement Agent's Warrant will not be exercisable for one year, will have a term of five years and will be exercisable at a price per share equal to the volume weighted average closing price of our Common Stock as reported on the Nasdaq National Market for the five trading day period immediately prior to the closing of the Offering. The shares of Common Stock issuable to SG Cowen upon exercise of the Placement Agent's Warrant are referred to herein as the "WARRANT STOCK." 2 {PAGE} (f) No Stock which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Stock to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company. 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company and its subsidiaries represents and warrants to, and agrees with, the Placement Agent 319641	Northfield Labs Northfield Laboratories Inc. ( Biological Products ) As referenced in this Placement Agent Agreement: NORTHFIELD LABORATORIES – 1 {SEQUENCE}3 {FILENAME}c82328exv1w1.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT DATED 1/23/04 {TEXT} {PAGE} EXHIBIT 1.1 2,585,965 SHARES NORTHFIELD LABORATORIES INC. SHARES OF COMMON STOCK ($.01 PAR VALUE) PLACEMENT AGENT AGREEMENT January 23, 2004 SG COWEN SECURITIES CORPORATION 1221 Avenue of the Americas _____________ NORTHFIELD LABORATORIES – VALUE) PLACEMENT AGENT AGREEMENT January 23, 2004 SG COWEN SECURITIES CORPORATION 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: NORTHFIELD LABORATORIES INC., a Delaware corporation (the "COMPANY"), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this "AGREEMENT") _____________ Northfield Laboratories – Bressman, Esq. (Fax: 212-895-2900). (b) if to the Company shall be delivered or sent by mail, telex or facsimile transmission to Northfield Laboratories Inc., 1560 Sherman Avenue, Suite 1000, Evanston, Illinois 60201-4800, Attention: Steven A. Gould, M.D. (Fax: 847-864-0353), with a copy _____________ NORTHFIELD LABORATORIES – agreement between the Company and the Placement Agent, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, NORTHFIELD LABORATORIES INC. By:______________________________ Name: Title: Accepted as of the date first above written: SG COWEN SECURITIES CORPORATION By:_______________________________ Name: Title: 29 {/TEXT} {/ _____________ dt 611173 ;	SG Cowen SG Cowen Securities Corp. ( Financial ) As referenced in this Placement Agent Agreement: SG COWEN SECURITIES CORP – EXHIBIT 1.1 2,585,965 SHARES NORTHFIELD LABORATORIES INC. SHARES OF COMMON STOCK ($.01 PAR VALUE) PLACEMENT AGENT AGREEMENT January 23, 2004 SG COWEN SECURITIES CORP ORATION 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: NORTHFIELD LABORATORIES INC., a Delaware corporation (the "COMPANY"), proposes to _____________ SG Cowen Securities Corp – STOCK"). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the "STOCK." The Company hereby confirms its agreement with SG Cowen Securities Corp oration ("SG COWEN") as follows (certain terms used herein are defined in Section 13 hereof): 1. AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT _____________ SG Cowen Securities Corp – shall be in writing, and: (a) if to the Placement Agent, shall be delivered or sent by mail, telex or facsimile transmission to SG Cowen Securities Corp oration, 1221 Avenue of the Americas, New York, New York 10020, Attention: Veronica Iuliano, Esq. (Fax: 212-278-7995), with a copy to: _____________ SG COWEN SECURITIES CORP – provided for that purpose below. Very truly yours, NORTHFIELD LABORATORIES INC. By:______________________________ Name: Title: Accepted as of the date first above written: SG COWEN SECURITIES CORP ORATION By:_______________________________ Name: Title: 29 {/TEXT} {/DOCUMENT} _____________ dt 685901
Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (180K) Doc #321959: Click preview link for longer preview. GENOME THERAPEUTICS CORP. Shares of Common Stock, $.10 par value per share PLACEMENT AGENT AGREEMENT February , 2004 J.P. Morgan Securities Inc. 277 Park Avenue, 3^rd Floor New York, New York 10172 Legg Mason Wood Walker, Incorporated 100 Light Street, 31^st Floor Baltimore, Maryland 21202 Dear Sir or Madam: Genome Therapeutics Corp., a . . . 321959	Oscient Pharma Oscient Pharmaceuticals Corp. ( In Vitro & In Vivo Diagnostic Substances ) ; Equiserve Trust Equiserve Trust Co., NA ( Financial ) As referenced in this Placement Agent Agreement: EquiServe Trust Company – will be delivered by electronic book-entry, registered in the Purchasers name and address as set forth below and will be released by EquiServe Trust Company N.A., the Companys transfer agent (the Transfer Agent), to the Purchaser at the Closing (as defined in the Terms and Conditions for _____________ dt 686024 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Placement Agent Agreement: J.P. Morgan Securities Inc – PLACEMENT AGENT AGREEMENT Exhibit 99.1 GENOME THERAPEUTICS CORP. Shares of Common Stock, $.10 par value per share PLACEMENT AGENT AGREEMENT February , 2004 J.P. Morgan Securities Inc . 277 Park Avenue, 3rd Floor New York, New York 10172 Legg Mason Wood Walker, Incorporated 100 Light Street, 31st Floor Baltimore, Maryland _____________ J.P. Morgan Securities Inc – a condition precedent to the closing of the transactions contemplated by the Merger Agreement. The Company and Genesoft hereby confirm their agreement with J.P. Morgan Securities Inc . (JPMorgan) and Legg Mason Wood Walker, Incorporated (Legg Mason) as follows (certain terms used herein are defined in Section 13 hereof): 1. _____________ J.P. Morgan Securities Inc – be in writing, and: (a) if to the Lead Placement Agent, shall be delivered or sent by mail, telex or facsimile transmission to J.P. Morgan Securities Inc ., 277 Park Avenue, 3rd Floor, New York, NY 10172 Attention: Kristin Carey (facsimile: (646) 534-3035), with a copy to Dechert LLP, _____________ J.P. Morgan Securities Inc – concerning the Lead Placement Agent contained in (i) the first paragraph under the heading Plan of Distribution in the Final Prospectus, as follows: J.P. Morgan Securities Inc . . . . [has] agreed to act as the lead placement agent . . . in connection with this offering; and (ii) the last sentence of the seventh _____________ J.P. Morgan Securities Inc – this offering; and (ii) the last sentence of the seventh paragraph of the Plan of Distribution section in the Final Prospectus, as follows: J.P. Morgan Securities Inc . . . . has informed us that it will not engage in overallotment, stabilizing transactions or syndicate covering transactions in connection with this offering; and ( _____________ dt 649864 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Placement Agent Agreement: JPMorgan Chase Bank, – by the execution of the Subscription Agreements. (e) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents, and JPMorgan Chase Bank, as escrow agent (the Escrow Agent), shall enter into an Escrow Agreement substantially in the form of Exhibit B attached hereto (the _____________ JPMorgan Chase Bank, – terms of that certain Escrow Agreement (the Escrow Agreement) dated as of February , 2004, by and among the Company, the Placement Agents and JPMorgan Chase Bank, NA (the Escrow Agent): JPMorgan Chase Bank ABA No.: 021 000 021 Account No.: 507 897455 Account Name: NY Escrow Special Subscription _____________ JPMorgan Chase Bank – Escrow Agreement) dated as of February , 2004, by and among the Company, the Placement Agents and JPMorgan Chase Bank, NA (the Escrow Agent): JPMorgan Chase Bank ABA No.: 021 000 021 Account No.: 507 897455 Account Name: NY Escrow Special Subscription Account FFC: a/c # 10207137 Genome Therapeutics _____________ JPMorgan Chase Bank, – Agreement -8- ESCROW AGREEMENT THIS ESCROW AGREEMENT (Agreement) is made and entered into as of the day of February 2004, by and among JPMorgan Chase Bank, a New York banking corporation (the Escrow Agent), Genome Therapeutics Corp., a Massachusetts corporation (the Company), J.P. Morgan Securities Inc. (JPMorgan) _____________ JPMorgan Chase Bank – sent by facsimile transmission with receipt confirmed to the telephone number below and addressed as follows: a) If to the Escrow Agent, to: JPMorgan Chase Bank Escrow Services 4 New York Plaza 21st Floor New York, NY 10004 Fax No.: (212) 623-6168/6380 Attention: Joseph Morales -14- _____________ dt 697903 ; Legg Mason Legg Mason Wood Walker, Inc. ( Financial ) As referenced in this Placement Agent Agreement: Legg Mason Wood Walker, Inc – value per share PLACEMENT AGENT AGREEMENT February , 2004 J.P. Morgan Securities Inc. 277 Park Avenue, 3rd Floor New York, New York 10172 Legg Mason Wood Walker, Inc orporated 100 Light Street, 31st Floor Baltimore, Maryland 21202 Dear Sir or Madam: Genome Therapeutics Corp., a Massachusetts corporation (the Company), proposes to _____________ Legg Mason Wood Walker, Inc – the transactions contemplated by the Merger Agreement. The Company and Genesoft hereby confirm their agreement with J.P. Morgan Securities Inc. (JPMorgan) and Legg Mason Wood Walker, Inc orporated (Legg Mason) as follows (certain terms used herein are defined in Section 13 hereof): 1. AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT _____________ Legg Mason Wood Walker, Inc – facsimile: (215) 994-2222); (b) if to the Co-Placement Agent, shall be delivered or sent by mail, telex or facsimile transmission to Legg Mason Wood Walker, Inc orporated, 100 Light Street, 31st Floor, Baltimore Maryland 21202 Attention: Douglas J. Swirsky (facsimile: (410) 454-4508), with a copy to Dechert LLP, _____________ Legg Mason Wood Walker Inc – concerning the Co-Placement Agent contained in (i) the first paragraph under the heading Plan of Distribution in the Final Prospectus, as follows: Legg Mason Wood Walker Inc orporated . . . [has] agreed to act as the co-placement agent . . . in connection with this offering; and (ii) the last sentence of the seventh _____________ Legg Mason Wood Walker, Inc – this offering; and (ii) the last sentence of the seventh paragraph of the Plan of Distribution section in the Final Prospectus, as follows: Legg Mason Wood Walker, Inc orporated . . . has informed us that it will not engage in overallotment, stabilizing transactions or syndicate covering transactions in connection with this offering. For _____________ dt 556153 ; Dechert Dechert LLP ( Legal ) As referenced in this Placement Agent Agreement: Dechert – Morgan Securities Inc., 277 Park Avenue, 3rd Floor, New York, NY 10172 Attention: Kristin Carey (facsimile: (646) 534-3035), with a copy to Dechert LLP, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania 19103 Attention: James A. Lebovitz, Esq. (facsimile: (215) 994-2222); (b) if to _____________ Dechert – Wood Walker, Incorporated, 100 Light Street, 31st Floor, Baltimore Maryland 21202 Attention: Douglas J. Swirsky (facsimile: (410) 454-4508), with a copy to Dechert LLP, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania 19103 Attention: James A. Lebovitz, Esq. (facsimile: (215) 994-2222); (c) if to _____________ Dechert – Incorporated 100 Light Street, 31st Floor Baltimore Maryland 21202 Fax No.: (410) 454-4508 Attention: Douglas J. Swirsky -15- with a copy to: Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 Fax No.: (215) 994-2222 Attention: James A. Lebovitz, Esq. or to _____________ dt 500803
Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (100K) Doc #328432: Click preview link for longer preview. 10,854,257 Shares TARGETED GENETICS CORPORATION Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENT January 30, 2004 SG COWEN SECURITIES CORPORATION ROTH CAPITAL PARTNERS, LLC c/o SG Cowen Securities Corporation 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: Targeted Genetics Corporation, a Washington corporation (the ï¿½Companyï¿½), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this ï¿½Agreementï¿½) and the Subscription Agreements in the form of Exhibit A attached . . . 328432	Roth Capital Roth Capital Partners, LLC ( Miscellany ) As referenced in this Placement Agent Agreement: ROTH CAPITAL PARTNERS, LLC – 854,257 Shares TARGETED GENETICS CORPORATION Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENT January 30, 2004 SG COWEN SECURITIES CORPORATION ROTH CAPITAL PARTNERS, LLC c/o SG Cowen Securities Corporation 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: Targeted Genetics Corporation, a _____________ Roth Capital Partners, LLC – of such gross proceeds shall be paid to SG Cowen Securities Corporation and 1.8% of such gross proceeds shall be paid to Roth Capital Partners, LLC . (f) No Stock which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and _____________ Roth Capital Partners, LLC – original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 19. CONSENT TO ACT AS REPRESENTATIVE. Roth Capital Partners, LLC (Roth) consents and agrees that SG Cowen Securities Corporation (SG Cowen) will act as Representative of the Placement Agents under this Agreement _____________ ROTH CAPITAL PARTNERS, LLC – as of the date first above written: SG COWEN SECURITIES CORPORATION By: /s/ Richard E. Gormley Name: Richard E. Gormley Title: Managing Director ROTH CAPITAL PARTNERS, LLC By: /s/ John M. Delfonse Name: John M. Delfonse Title: Managing Director 31 Schedule I Placement Agents SG Cowen Securities Corporation Roth _____________ Roth Capital Partners, LLC – PARTNERS, LLC By: /s/ John M. Delfonse Name: John M. Delfonse Title: Managing Director 31 Schedule I Placement Agents SG Cowen Securities Corporation Roth Capital Partners, LLC 32 Exhibit A Form of Subscription Agreement 33 Exhibit B Form of Lock-Up Agreement 34 Exhibit C-1 Legal Opinion of _____________ dt 689762 ; Targeted Genetic Targeted Genetics Corp. ( Biological Products ) As referenced in this Placement Agent Agreement: TARGETED GENETICS CORP – EX-1.1 3 ex1_1.htm PLACEMENT AGENT AGREEMENT EXHIBIT 1.1 EXECUTION COPY 10,854,257 Shares TARGETED GENETICS CORP ORATION Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENT January 30, 2004 SG COWEN SECURITIES CORPORATION ROTH CAPITAL PARTNERS, LLC c/o SG Cowen Securities Corporation 1221 Avenue _____________ Targeted Genetics Corp – AGREEMENT January 30, 2004 SG COWEN SECURITIES CORPORATION ROTH CAPITAL PARTNERS, LLC c/o SG Cowen Securities Corporation 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: Targeted Genetics Corp oration, a Washington corporation (the Company), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this Agreement) and the Subscription Agreements in the form _____________ Targeted Genetics Corp – New York, New York 10022, Attention: Stuart Bressman, Esq. (Fax: 212-895-2900). (b) if to the Company shall be delivered or sent by mail, telex or facsimile transmission to Targeted Genetics Corp oration, 1100 Olive Way, Suite 100, Seattle, Washington 98101, Attention: Todd E. Simpson (Fax: 206-623-7064), with a copy to: Dorsey & Whitney LLP, 1420 Fifth Avenue, Suite 3400, _____________ TARGETED GENETICS CORP – in accordance with your understanding of the agreement between the Company and the Placement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, TARGETED GENETICS CORP ORATION By: /s/ H. Stewart Parker Name: H. Stewart Parker Title: Pres. & CEO Accepted as of the date first above written: SG COWEN SECURITIES CORPORATION By: /s/ Richard E. _____________ dt 1398071 ;	SG Cowen SG Cowen Securities Corp. ( Financial ) As referenced in this Placement Agent Agreement: SG COWEN SECURITIES CORP – 1 EXECUTION COPY 10,854,257 Shares TARGETED GENETICS CORPORATION Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENT January 30, 2004 SG COWEN SECURITIES CORP ORATION ROTH CAPITAL PARTNERS, LLC c/o SG Cowen Securities Corporation 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: _____________ SG Cowen Securities Corp – Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENT January 30, 2004 SG COWEN SECURITIES CORPORATION ROTH CAPITAL PARTNERS, LLC c/o SG Cowen Securities Corp oration 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: Targeted Genetics Corporation, a Washington corporation (the Company), proposes to _____________ SG Cowen Securities Corp – to as the Stock. The Company hereby confirms its agreement with the placement agents named in Schedule I attached hereto (the Placement Agents). SG Cowen Securities Corp oration is acting as the representative of the Placement Agents and in such capacity is hereinafter referred to as the Representative. Certain terms _____________ SG Cowen Securities Corp – by the Company from the sale of the Stock on such Closing Date; 4.2% of such gross proceeds shall be paid to SG Cowen Securities Corp oration and 1.8% of such gross proceeds shall be paid to Roth Capital Partners, LLC. (f) No Stock which the Company has _____________ SG Cowen Securities Corp – shall be in writing, and: (a) if to the Placement Agents, shall be delivered or sent by mail, telex or facsimile transmission to SG Cowen Securities Corp oration, 1221 Avenue of the Americas, New York, New York 10020, Attention: Veronica Iuliano, Esq. (Fax: 212-278-7995), with a copy to: _____________ dt 685920
Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (149K) Doc #331106: Click preview link for longer preview. 3,379,000 Shares VICAL INCORPORATED Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENT March 23, 2004 SG COWEN SECURITIES CORPORATION 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: Vical Incorporated, a Delaware corporation (the ï¿½Companyï¿½), proposes to sell to the Purchasers (defined below), pursuant to the terms of this Placement Agent Agreement (this ï¿½Agreementï¿½) and the Subscription Agreements in the form of Exhibit A attached hereto (the ï¿½Subscription Agreementsï¿½) entered into with the Purchasers identified . . . 331106	Vical Vical Inc. ( Biological Products ) As referenced in this Placement Agent Agreement: VICAL INCORPORATED – EX-1.1 3 a04-3727_1ex1d1.htm EX-1.1 Exhibit 1.1 3,379,000 Shares VICAL INCORPORATED Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENT March 23, 2004 SG COWEN SECURITIES CORPORATION 1221 Avenue of the Americas _____________ Vical Incorporated – value) PLACEMENT AGENT AGREEMENT March 23, 2004 SG COWEN SECURITIES CORPORATION 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: Vical Incorporated , a Delaware corporation (the Company), proposes to sell to the Purchasers (defined below), pursuant to the terms of this Placement Agent Agreement ( _____________ Vical Incorporated – Bressman, Esq. (Fax: 212-895-2900). (b) if to the Company shall be delivered or sent by mail, telex or facsimile transmission to Vical Incorporated , 10390 Pacific Center Court, San Diego, California 92121, Attention: Vijay B. Samant (Fax: 858-646-1150), with a copy to: Cooley Godward _____________ VICAL INCORPORATED – agreement between the Company and the Placement Agent, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, VICAL INCORPORATED By: /s/ VIJAY B. SAMANT Name: Vijay B. Samant Title: President, CEO Accepted as of the date first above written: SG COWEN _____________ Vical Incorporated – SECURITIES CORPORATION By: /s/ RICHARD E. GORMLEY Name: Richard E. Gormley Title: Managing Director 27 Exhibit A Form of Subscription Agreement SUBSCRIPTION AGREEMENT Vical Incorporated 10390 Pacific Center Court San Diego, California 92121 The undersigned (the Investor) hereby confirms its agreement with you as follows: 1. This _____________ dt 689122 ; Michigan University of Michigan, Ann Arbor ( Universities ) As referenced in this Placement Agent Agreement: University of Michigan, – and their expiration dates, are correct; and 2) that the statements concerning Aventis Pasteur, the University of Texas, Merck & Co., Inc., the University of Michigan, the Wisconsin Alumni Research Foundation (WARF), and Corautus Genetics are correct. Although, we have no reason to doubt the accuracy of the _____________ dt 702085 ;	SG Cowen SG Cowen Securities Corp. ( Financial ) As referenced in this Placement Agent Agreement: SG COWEN SECURITIES CORP – 1 Exhibit 1.1 3,379,000 Shares VICAL INCORPORATED Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENT March 23, 2004 SG COWEN SECURITIES CORP ORATION 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: Vical Incorporated, a Delaware corporation (the Company), proposes to sell _____________ SG Cowen Securities Corp – 3,379,000 shares so proposed to be sold is hereinafter referred to as the Stock. The Company hereby confirms its agreement with SG Cowen Securities Corp oration (SG Cowen) as follows (certain terms used herein are defined in Section 13 hereof): 1. AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT _____________ SG Cowen Securities Corp – shall be in writing, and: (a) if to the Placement Agent, shall be delivered or sent by mail, telex or facsimile transmission to SG Cowen Securities Corp oration, 1221 Avenue of the Americas, New York, New York 10020, Attention: Veronica Iuliano, Esq. (Fax: 212-278-7995), with a copy to: _____________ SG COWEN SECURITIES CORP – yours, VICAL INCORPORATED By: /s/ VIJAY B. SAMANT Name: Vijay B. Samant Title: President, CEO Accepted as of the date first above written: SG COWEN SECURITIES CORP ORATION By: /s/ RICHARD E. GORMLEY Name: Richard E. Gormley Title: Managing Director 27 Exhibit A Form of Subscription Agreement SUBSCRIPTION AGREEMENT Vical _____________ SG Cowen Securities Corp – address as set forth below and released by the Transfer Agent to the Investor at the Closing directly to the account(s) at SG Cowen Securities Corp oration identified by the Investor and simultaneously therewith payment shall be made from such account(s) to the Company through DTC). NO LATER _____________ dt 685926 ; Cooley Godward Cooley Godward LLP ( Legal ) As referenced in this Placement Agent Agreement: Cooley Godward – Section 6 hereof shall be at 12:00 P.M., local time, on March 26, 2004 (the Closing Date) at the office of Cooley Godward LLP, 4401 Eastgate Mall, San Diego, California. 4. FURTHER AGREEMENTS OF THE COMPANY. The Company agrees with the Placement Agent and the _____________ Cooley Godward – they may reasonably request to enable them to pass upon such matters. (d) The Placement Agent shall have received from each of (i) Cooley Godward LLP, counsel for the Company and (ii) Sterne, Kessler, Goldstein & Fox, patent counsel for the Company, such counsels written opinion and statement, _____________ Cooley Godward – to Vical Incorporated, 10390 Pacific Center Court, San Diego, California 92121, Attention: Vijay B. Samant (Fax: 858-646-1150), with a copy to: Cooley Godward LLP, 4401 Eastgate Mall, San Diego, California 92121, Attention: L. Kay Chandler, Esq. (Fax: 858-550-6420). 13. Definitions of Certain Terms. _____________ Cooley Godward – 10390 Pacific Center Court San Diego, California 92121 Attention: Vijay B. Samant Phone: 858-646-1100 Telecopy: 858-646-1150 with copies to: Cooley Godward LLP 4401 Eastgate Mall San Diego, California 92121 Attention: L. Kay Chandler, Esq. Phone: 858-550-6014 Telecopy: 858-550-6420 (b) _____________ Cooley Godward – organization: Please Print By: Name: Please Print Title: Please Print Date: [Signature Page to Lock-Up Agreement] Exhibit D-1 Legal Opinion of Cooley Godward LLP March 26, 2004 SG Cowen Securities Corporation 1221 Avenue of the Americas New York, New York 10020 ATTORNEYS AT LAW 4401 _____________ dt 626710
Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (84K) Doc #380335: Click preview link for longer preview. PLACEMENT AGENT AGREEMENT January 23, 2004 Sanders Morris Harris Inc. 600 Travis, Suite 3100 Houston, Texas 77002 Dear Sirs: 1. INTRODUCTORY. Tarrant Apparel Group, a California corporation (the "COMPANY"), proposes to issue and sell an aggregate of up to 1,200,000 shares (the "SHARES") of Common Stock, no par value ("COMMON Stock"), of the Company in one or more transactions directly to various investors at a purchase price of $3.35 per share (the " . . . 380335	Tarrant Apparel Tarrant Apparel Group ( Apparel & Accessories ) As referenced in this Placement Agent Agreement: Tarrant Apparel Group, – 10.128 PLACEMENT AGENT AGREEMENT {TEXT} EXHIBIT 10.128 PLACEMENT AGENT AGREEMENT January 23, 2004 Sanders Morris Harris Inc. 600 Travis, Suite 3100 Houston, Texas 77002 Dear Sirs: 1. INTRODUCTORY. Tarrant Apparel Group, a California corporation (the "COMPANY"), proposes to issue and sell an aggregate of up to 1,200,000 shares (the "SHARES") of Common Stock, no par value ("COMMON Stock"), _____________ Tarrant Apparel Group – forth below (or at such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered: If to the Company: Tarrant Apparel Group 3151 East Washington Boulevard Los Angeles, California 90023 Attention: Chief Financial Officer Facsimile: (323) 881-0332 e-mail: patrick.chow@tags.com If to you: Sanders Morris Harris Inc. _____________ TARRANT APPAREL GROUP – understanding please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us. Very truly yours, TARRANT APPAREL GROUP By /S/ PATRICK CHOW ---------------------------- Name: Patrick Chow Title: Chief Financial Officer Accepted and delivered in Houston, Texas as of the date first above written SANDERS MORRIS HARRIS INC. By: / _____________ dt 1435610 ;	Nasdaq Stock Market Inc. Nasdaq Stock Market Inc. ( Investment Services ) As referenced in this Placement Agent Agreement: Nasdaq Stock Market, Inc – Stock is registered pursuant to Section 12(g) of the Exchange Act and is listed for quotation with the symbol "TAGS" on the Nasdaq National Market System maintained by the Nasdaq Stock Market, Inc . (w) No labor problem or dispute with the employees of the Company exists or is threatened or, to the Company's knowledge, is imminent, and the Company is not _____________ dt 1165036
Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (58K) Doc #491972: Click preview link for longer preview. Document Security Systems, Inc. 36 W. Main Street, Suite 710 Rochester, NY 14614 PLACEMENT AGENT AGREEMENT Fordham Financial Management, Inc. October 29, 2003 14 Wall Street, 18th Floor New York, NY 10005 Dear Sirs: Document Security Systems, Inc. a New York corporation (the "Company"), confirms its agreement with Fordham Financial Management, Inc. (the "Placement Agent") to act as the Company's . . . 491972	Document Security Systems Document Security Systems Inc. ( Printing Services ) As referenced in this Placement Agent Agreement: Document Security Systems, Inc – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}10 {FILENAME}exh10-22.txt {DESCRIPTION}MATERIAL CONTRACTS {TEXT} EXHIBIT 10.22 Document Security Systems, Inc . 36 W. Main Street, Suite 710 Rochester, NY 14614 PLACEMENT AGENT AGREEMENT Fordham Financial Management, Inc. October 29, 2003 14 Wall Street, 18th Floor New York, NY 10005 Dear _____________ Document Security Systems, Inc – 36 W. Main Street, Suite 710 Rochester, NY 14614 PLACEMENT AGENT AGREEMENT Fordham Financial Management, Inc. October 29, 2003 14 Wall Street, 18th Floor New York, NY 10005 Dear Sirs: Document Security Systems, Inc . a New York corporation (the "Company"), confirms its agreement with Fordham Financial Management, Inc. (the "Placement Agent") to act as the Company's exclusive Placement Agent with respect to _____________ DOCUMENT SECURITY SYSTEMS, INC – us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Placement Agent and us in accordance with its terms. Very truly yours, DOCUMENT SECURITY SYSTEMS, INC . By: ____________________________ Patrick White, President Confirmed and Accepted as of the date first above written. FORDHAM FINANCIAL MANAGEMENT, INC. By:_______________________________ William Baquet Chief Executive Officer -16- {PAGE} EXHIBIT _____________ dt 1505129 ;	IDT IDT Corp. ( Communications Services ) As referenced in this Placement Agent Agreement: IDT Corp. – or restricted stock awards, and (ii) warrants or shares which may be issued to consultants engaged to assist the Company with strategic business opportunities, or shares and options issuable to IDT Corp. , for a period of 12 months after the completion of the minimum offering, no additional options, warrants or similar securities shall be granted to officers, directors and employees of _____________ dt 1511325
Preview Full Doc	2004	Placement Agent Agreement Placement Agent Agreement (58K) Doc #491998: Click preview link for longer preview. Document Security Systems, Inc. 36 W. Main Street, Suite 710 Rochester, NY 14614 PLACEMENT AGENT AGREEMENT Fordham Financial Management, Inc. October 29, 2003 14 Wall Street, 18th Floor New York, NY 10005 Dear Sirs: Document Security Systems, Inc. a New York corporation (the "Company"), confirms its agreement with Fordham Financial Management, Inc. (the "Placement Agent") to act as the Company's . . . 491998	Document Security Systems Document Security Systems Inc. ( Printing Services ) As referenced in this Placement Agent Agreement: Document Security Systems, Inc – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}5 {FILENAME}exh10-22.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} EXHIBIT 10.22 Document Security Systems, Inc . 36 W. Main Street, Suite 710 Rochester, NY 14614 PLACEMENT AGENT AGREEMENT Fordham Financial Management, Inc. October 29, 2003 14 Wall Street, 18th Floor New York, NY 10005 Dear _____________ Document Security Systems, Inc – 36 W. Main Street, Suite 710 Rochester, NY 14614 PLACEMENT AGENT AGREEMENT Fordham Financial Management, Inc. October 29, 2003 14 Wall Street, 18th Floor New York, NY 10005 Dear Sirs: Document Security Systems, Inc . a New York corporation (the "Company"), confirms its agreement with Fordham Financial Management, Inc. (the "Placement Agent") to act as the Company's exclusive Placement Agent with respect to _____________ DOCUMENT SECURITY SYSTEMS, INC – us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Placement Agent and us in accordance with its terms. Very truly yours, DOCUMENT SECURITY SYSTEMS, INC . By: ____________________________ Patrick White, President Confirmed and Accepted as of the date first above written. FORDHAM FINANCIAL MANAGEMENT, INC. By:_______________________________ William Baquet Chief Executive Officer -16- {PAGE} EXHIBIT _____________ dt 1505132 ;	IDT IDT Corp. ( Communications Services ) As referenced in this Placement Agent Agreement: IDT Corp. – or restricted stock awards, and (ii) warrants or shares which may be issued to consultants engaged to assist the Company with strategic business opportunities, or shares and options issuable to IDT Corp. , for a period of 12 months after the completion of the minimum offering, no additional options, warrants or similar securities shall be granted to officers, directors and employees of _____________ dt 1511326
Preview Full Doc	2003	Placement Agent Agreement Placement Agent Agreement (52K) Doc #128762: Click preview link for longer preview. CARCORP USA CORPORATION PLACEMENT AGENT AGREEMENT Dated as of: June , 2003 Katalyst Securities, LLC 405 Lexington Avenue, 48th Floor New York, New York 10174 Ladies and Gentlemen: The undersigned, Carcorp USA Corporation, a Delaware corporation (the "COMPANY"), hereby agrees with Katalyst Securities, LLC, a New York Limited Liability Company (the "PLACEMENT AGENT"), and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "INVESTOR"), as follows: 1. OFFERING. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof, (the "EQUITY LINE OF CREDIT AGREEMENT") pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OFFERING") up to Ten Million Dollars ($10,000,000) of the Company's common stock (the "COMMITMENT AMOUNT"), par value $0.001 per share (the "COMMON Stock"), at price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement. Pursuant to the terms hereof, the Placement Agent shall render consulting services to the Company with respect to the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "ESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "OFFERING MATERIALS." The Company's Common Stock is sometimes referred to hereinafter as the "SECURITIES." The Placement Agent shall not be obligated to sell any Securities." 2. COMPENSATION. A. Upon the execution of this Agreement the Company shall issue to the Placement Agent or its designee shares of the Company's Common 128762	Kirkpatrick Kirkpatrick & Lockhart ( Legal ) As referenced in this Placement Agent Agreement: Kirkpatrick & Lockhart, – Attention: Greg Love Telephone: (941) 343-9966 Facsimile: (941) 342-7776 With a copy to: Kirkpatrick & Lockhart, LLP Miami Center - 20th Floor 201 South Biscayne Boulevard Miami, Florida 33131-2399 Attention: dt 37845 ; Carcorp USA Corporation;	Katalyst Securities, LLC; Elite Flight Solutions Inc.
Preview Full Doc	2003	Placement Agent Agreement Placement Agent Agreement (51K) Doc #131167: Click preview link for longer preview. PLACEMENT AGENT AGREEMENT Dated as of: June 24, 2003 TN Capital Equities, Ltd. 14 East 60th Street, Suite 701 New York, New York 10022 Ladies and Gentlemen: The undersigned, ePhone Telecom Inc., a Florida corporation (the "Company"), hereby agrees with TN Capital Equities, Ltd., a New York Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor") as follows: 1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof, (the "Equity Line of Credit Agreement") pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Three Million Dollars ($3,000,000) of the Company's common stock (the "Commitment Amount"), par value $0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement. Pursuant to the terms hereof, the Placement Agent shall render consulting services to the Company with respect to the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB and Annual Report on Form 10-KSB as filed with the United States Securities and Exchange Commission, this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, the Escrow Agreement, dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities. 2. Compensation. A. Upon the execution of this Agreement the Company shall issue to the Placement Agent or its designee two hundred thousand (200,000) shares of the Company's Common Stock (collectively, the "Placement Agent's Shares "). The Placement Agent shall be entitled to "piggy-back" registration rights with respect to the Placement Agent's Shares in connection with any registration of any shares of Common Stock for or on behalf of the Investor pursuant to the Registration Rights Agreement dated the date hereof. 3. Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. 1 {PAGE} (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance in all material respects with all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. 4. Representations and Warranties of the Company. A. The Company represents and warrants as follows: (i) The execution, delivery and performance of each of this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement has been or will be duly and validly authorized by the Company and is, or with respect to this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement will be, a valid and binding agreement of the Company, enforceable in accordance with its respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. The Securities to be issued pursuant to the transactions contemplated by this Agreement and the Equity Line of Credit Agreement have been duly authorized and, when issued and paid for in accordance with (x) this Agreement, the Equity Line of Agreement and the certificates/instruments representing such Securities, (y) will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except to the extent that (1) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, and (2) the enforceability thereof is subject to general principles of equity. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken by the Company. (ii) The Company has a duly authorized, issued and outstanding capitalization as set forth herein and in the Equity Line of Credit Agreement. The Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the agreements described herein and as described in the Equity Line of Credit Agreement, dated the date hereof and the agreements described therein. All issued and outstanding securities of the Company, have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission or preemptive rights with respect thereto and are not subject to personal liability solely by reason of being security holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company. As of the date hereof, the authorized capital stock of the Company consists of 150,000,000 shares of Common Stock, par value $0.001 per share of which 38,084,994 shares of Common Stock were issued and outstanding as of the date thereof. (iii) The Common Stock to be issued in accordance with this Agreement and the Equity Line of Credit Agreement has been duly authorized and when issued and paid for in accordance with this Agreement, the Equity Line of Credit Agreement and the certificates/instruments representing such Common Stock, will be validly issued, fully-paid and non-assessable; the holders thereof will not be subject to personal liability solely by reason of being such holders; such Securities are not and will not be subject to the preemptive rights of any holder of any security of the Company. 131167	ePHONE Telecom ePHONE Telecom, Inc. ( Communications Services ) As referenced in this Placement Agent Agreement: EPHONE TELECOM INC – {DOCUMENT} {TYPE}EX-99.10 {SEQUENCE}12 {FILENAME}ex9910sb2phone.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} EXHIBIT 99.10 EPHONE TELECOM INC . PLACEMENT AGENT AGREEMENT Dated as of: June 24, 2003 TN Capital Equities, Ltd. 14 East 60th Street, Suite 701 New York, New _____________ ePhone Telecom Inc – June 24, 2003 TN Capital Equities, Ltd. 14 East 60th Street, Suite 701 New York, New York 10022 Ladies and Gentlemen: The undersigned, ePhone Telecom Inc ., a Florida corporation (the "Company"), hereby agrees with TN Capital Equities, Ltd., a New York Corporation (the "Placement Agent") and Cornell Capital _____________ ePhone Telecom Inc – 701 New York, NY 10022 Attention: John F. Steinmetz, President Telephone: (212) 355-6755 Facsimile: (212) 355-6727 If to the Company, to: ePhone Telecom Inc . 1145 Herndon Parkway - Suite 100 Herndon, VA 20170 Attention: Carmine Taglialatela, Jr. Telephone: (703) 787-7000 Facsimile: (703) 787-7009 Kirkpatrick & Lockhart _____________ EPHONE TELECOM INC – INTENTIONALLY LEFT BLANK] 10 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: EPHONE TELECOM INC . By:/s/ Carmine Taglialatela, Jr. ------------------------------- Name: Carmine Taglialatela, Jr. Title: CEO PLACEMENT AGENT: TN CAPITAL EQUITIES LTD. By:/s/ John Steinmetz ------------------------------- Name: _____________ dt 275894 ; Kirkpatrick Kirkpatrick & Lockhart ( Legal ) As referenced in this Placement Agent Agreement: Kirkpatrick & Lockhart – Herndon, VA 20170 Attention: Carmine Taglialatela, Jr. Telephone: (703) 787-7000 Facsimile: (703) 787-7009 Kirkpatrick & Lockhart LLP With a copy to: 201 South Biscayne Boulevard - Suite 2000 Miami, FL 33131-2399 dt 37858 ;	TN Capital Equities, Ltd.; Cornell Capital Partners, LP
Preview Full Doc	2003	Placement Agent Agreement Placement Agent Agreement (55K) Doc #131684: Click preview link for longer preview. PLACEMENT AGENT AGREEMENT Dated as of: June 25, 2003 Katalyst Securities LLC 405 Lexington Avenue - 48th Floor New York, New York 10174 Ladies and Gentlemen: The undersigned, Pick-Ups Plus Inc., a Delaware corporation (the "COMPANY"), hereby agrees with Katalyst Securities LLC., a New York Corporation (the "PLACEMENT AGENT") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "INVESTOR") as follows: 1. OFFERING. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof, (the "EQUITY LINE OF CREDIT AGREEMENT") pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OFFERING") up to Two Million Dollars ($2,000,000) of the Company's common stock (the "COMMITMENT AMOUNT"), no par value per share (the "COMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement. Pursuant to the terms hereof, the Placement Agent shall render consulting services to the Company with respect to the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement (the "ESCROW Agreement"), are referred to sometimes hereinafter collectively as the "OFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder is sometimes referred to hereinafter as the "SECURITIES." The Placement Agent shall not be obligated to sell any Securities. 2. COMPENSATION. A. Upon the execution of this Agreement the Company shall issue to the Placement Agent or its designee shares of the Company's Common Stock in an amount equal to Ten Thousand Dollars ($10,000) divided by the Closing Bid Price of the Company's Common Stock on the date hereof (collectively, the "PLACEMENT AGENT'S SHARES "). The Placement Agent shall be entitled to "piggy-back" registration rights with respect to the Placement Agent's Shares in connection {PAGE} with any registration of any shares of Common Stock for or on behalf of the Investor pursuant to the Registration Rights Agreement dated the date hereof. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ACT"), the Securities Exchange Act of 1934 (the "1934 ACT"), the respective rules and regulations promulgated thereunder (the "RULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance in all material respects with all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. 131684	Pick-Ups Plus Pick-Ups Plus, Inc. ( Specialty ) As referenced in this Placement Agent Agreement: PICK-UPS PLUS INC. – {DOCUMENT} {TYPE}EX-4.9 {SEQUENCE}11 {FILENAME}doc10.txt {TEXT} {PAGE} Exhibit 4.9 PICK-UPS PLUS INC. PLACEMENT AGENT AGREEMENT Dated as of: June 25, 2003 Katalyst Securities LLC 405 Lexington Avenue - 48th Floor New York, New York 10174 Ladies and Gentlemen: The undersigned, Pick-Ups _____________ Pick-Ups Plus Inc. – UPS PLUS INC. PLACEMENT AGENT AGREEMENT Dated as of: June 25, 2003 Katalyst Securities LLC 405 Lexington Avenue - 48th Floor New York, New York 10174 Ladies and Gentlemen: The undersigned, Pick-Ups Plus Inc. , a Delaware corporation (the "COMPANY"), hereby agrees with Katalyst Securities LLC., a New York Corporation (the "PLACEMENT AGENT") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "INVESTOR") _____________ PICK-UPS PLUS INC. – provision of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 15 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: PICK-UPS PLUS INC. By: --------------------------------- Name: Robert White Title: Chief Financial Officer PLACEMENT AGENT: KATALYST SECURITIES LLC By: --------------------------------- Name: John Fitzgerald Title: President INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: _____________ dt 1509933 ; Katalyst Securities LLC;	Cornell Capital Partners, LP; Pick Ups Plus Inc
Preview Full Doc	2003	Placement Agent Agreement Placement Agent Agreement (18K) Doc #169543: Click preview link for longer preview. PLACEMENT AGENT AGREEMENT THIS AGREEMENT, dated as of August 12, 2003, is made by and between COMMERCIAL NET LEASE REALTY, INC., a Maryland corporation (the Company) and CNL SECURITIES CORP., a Florida corporation (the Placement Agent). WHEREAS, the Company proposes to offer and sell up to an aggregate of 10,000 shares of 6.70% Series B Cumulative Convertible Perpetual Preferred Shares in the Company (the Shares) to Cook County Employees Annuity and Benefit Fund (the Investor) pursuant to an Investment Agreement between the Company and the Investor (the Investment Agreement); WHEREAS, the Placement Agent is registered with the National Association of Securities Dealers, Inc. as a broker-dealer, and is presently licensed in all fifty states, the District of Columbia, and the Commonwealth of Puerto Rico as a broker-dealer qualified to offer and sell to the public securities of the type represented by the Shares; and WHEREAS, the Company desires to retain the Placement Agent to use its best efforts to sell the Shares and to manage the sale by others of the Shares, and the Placement Agent is willing and desires to serve as the Placement Agent for the Company for the sale of the Shares upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Company and the Placement Agent agree as follows: SECTION 1 Definitions Whenever used in this Agreement, the following terms shall have the following specified meanings. 1.1 NASD means the National Association of Securities Dealers, Inc. 1.2 Offering means the offering of up to 10,000 Shares of 6.70% Series B Cumulative Convertible Perpetual Preferred Shares in the Company pursuant to the terms and conditions of the Registration Statement and the Investment Agreement. 1.3 Participating Brokers mean those broker-dealers engaged by the Placement Agent to participate in the Offering pursuant to Paragraph 3.2. 1.4 Prospectus means the final prospectus included in the Registration Statement (file number 333-105635), pursuant to which the Company will offer Shares to the Investor, as the same may be amended or supplemented from time to time after the effective date of the Registration Statement. 1.5 Registration Statement means the registration statement on Form S-3 (file number 333-105635) pursuant to which the Company has registered the Shares with the SEC as provided in the Securities Act of 1933, as amended, as such registration statement may be amended or supplemented from time to time. 169543	Commercial Net Commercial Net Lease Realty Inc. ( Real Estate ) As referenced in this Placement Agent Agreement: COMMERCIAL NET LEASE REALTY, – 3 w89261exv1.htm EXHIBIT 1 EXHIBIT 1 PLACEMENT AGENT AGREEMENT THIS AGREEMENT, dated as of August 12, 2003, is made by and between COMMERCIAL NET LEASE REALTY, INC., a Maryland corporation (the Company) and CNL SECURITIES CORP., a Florida corporation (the Placement Agent). WHEREAS, the Company proposes to offer _____________ Commercial Net Lease Realty, – 500 per share. An aggregate of up to 10,000 Shares will be offered pursuant to the Investment Agreement. 1.8 Company means Commercial Net Lease Realty, Inc., a Maryland corporation. SECTION 2 Appointment 2.1 Appointment of Placement Agent. Subject to the terms and conditions set forth in _____________ Commercial Net Lease Realty, – with the required postage, registered or certified mail, return receipt requested, to the intended recipient as set forth below. If to the Company: Commercial Net Lease Realty, Inc. CNL Center at City Commons 450 South Orange Avenue Orlando, Florida 32801 Attention: Kevin B. Habicht, Executive Vice President and Chief _____________ COMMERCIAL NET LEASE REALTY, – Signatures appear on next page] -7- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Company: COMMERCIAL NET LEASE REALTY, INC. By: /s/ Kevin B. Habicht KEVIN B. HABICHT, Executive Vice President and Chief Financial Officer Placement Agent: CNL SECURITIES CORP. By: / _____________ dt 111622 ;	CNL Securities Corp
Preview Full Doc	2003	Placement Agent Agreement Placement Agent Agreement (54K) Doc #183897: Click preview link for longer preview. BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: October 31, 2003 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, BSI2000, Inc., a Delaware corporation (the "Company"), hereby agrees with Newbridge Securities Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor"), as follows: 1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof (the "Equity Line of Credit Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Fifteen Million Dollars ($15,000,000) of the Company's common stock (the "Commitment Amount"), par value $0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement. The Placement Agent's services shall consist of reviewing the terms of the Equity Line of Credit Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities. 2. Compensation. A. In consideration for its services hereunder, the Company previously issued to the Placement Agent Thirty Five Thousand Seven Hundred Fourteen (35,714) shares of the Company's Common Stock (the "Placement Agent's Shares"). The Placement Agent shall be entitled to "piggy-back" registration rights, which shall be triggered upon registration of any shares of Common Stock by the Investor with respect to the Placement Agent's Shares pursuant to the Registration Rights Agreement dated the date hereof. {PAGE} 3. Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. 4. Representations and Warranties of the Company. A. The Company represents and warrants as follows: (i) The execution, delivery and performance of each of this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement has been or will be duly and validly authorized by the Company and is, or with respect to this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement will be, a valid and binding agreement of the Company, -2- {PAGE} enforceable in accordance with its respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability 183897	Bsi2000 Bsi2000 Inc. As referenced in this Placement Agent Agreement: BSI2000, INC. – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}14 {FILENAME}ex10-22sb2refiled.txt {DESCRIPTION}PLACEMENT AGENT AGMT. 10/31/03 {TEXT} EXHIBIT 10.22 BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: October 31, 2003 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, BSI2000, Inc., _____________ BSI2000, Inc. – 22 BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: October 31, 2003 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, BSI2000, Inc. , a Delaware corporation (the "Company"), hereby agrees with Newbridge Securities Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor"), as follows: 1. Offering. _____________ BSI2000, Inc. – to: Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Attention: Doug Aguililla Telephone: (954) 334-3450 Facsimile: (954) 229-9937 If to the Company, to: BSI2000, Inc. 12600 W. Colfax Ave., B410 Lakewood, Colorado 80215 Attention: Jack Harper, President Telephone: (303) 231-9095 Facsimile: (303) 231 9000 With a copy to: Kirkpatrick & Lockhart, LLP Miami Center - _____________ BSI2000, INC. – provision of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -15- {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: BSI2000, INC. By: /s/ Jack Harper ------------------------------------- Name: Jack Harper Title: President PLACEMENT AGENT: NEWBRIDGE SECURITIES CORPORATION By: /s/ Guy S. Amico ------------------------------------- Name: Guy S. Amico Title: President INVESTOR: CORNELL CAPITAL PARTNERS, _____________ dt 1313858 ;	Kirkpatrick Kirkpatrick & Lockhart ( Legal ) As referenced in this Placement Agent Agreement: Kirkpatrick & Lockhart, – Jack Harper, President Telephone: (303) 231-9095 Facsimile: (303) 231 9000 With a copy to: Kirkpatrick & Lockhart, LLP Miami Center - 20th Floor 201 South Biscayne Boulevard Miami, Florida 33131-2399 Attention: dt 37927
Preview Full Doc	2003	Placement Agent Agreement Placement Agent Agreement (56K) Doc #183919: Click preview link for longer preview. BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: July 7, 2003 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, BSI2000, Inc., a Delaware corporation (the "COMPANY"), hereby agrees with Newbridge Securities Corporation (the "PLACEMENT AGENT") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "INVESTOR"), as follows: 1. Offering. --------- The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof (the "EQUITY LINE OF CREDIT AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OFFERING") up to Fifteen Million Dollars ($15,000,000) of the Company's common stock (the "COMMITMENT AMOUNT"), par value $0.001 per share (the "COMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement. The Placement Agent's services shall consist of reviewing the terms of the Equity Line of Credit Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "ESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "OFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder is sometimes referred to hereinafter as the "SECURITIES." The Placement Agent shall not be obligated to sell any Securities. 2. Compensation. ------------- A. Upon the execution of this Agreement, the Company shall issue to the Placement Agent or its designee shares of the Company's Common Stock in an amount equal to Ten Thousand Dollars ($10,000) divided by the Closing Bid Price of the Company's Common Stock on the date hereof (the "PLACEMENT AGENT'S SHARES"). The Placement Agent shall be entitled to "piggy-back" registration rights, which shall be triggered upon registration of any shares of Common Stock by the Investor with respect to the Placement Agent's Shares pursuant to the Registration Rights Agreement dated the date hereof. {PAGE} 3. Representations, Warranties and Covenants of the Placement Agent. ----------------------------------------------------------------- A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ACT"), the Securities Exchange Act of 1934 (the "1934 ACT"), the respective rules and regulations promulgated thereunder (the "RULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. 4. Representations and Warranties of the Company. ---------------------------------------------- A. The Company represents and warrants as follows: (i) The execution, delivery and performance of each of this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement has been or will be duly and validly authorized by the Company and is, or with respect to this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement will be, a valid and binding agreement of the Company, enforceable in accordance with its -2- {PAGE} respective terms, except to the extent that (a) the enforceability hereof or 183919	Bsi2000 Bsi2000 Inc. As referenced in this Placement Agent Agreement: BSI2000, INC. – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}12 {FILENAME}ex10-22bsi_plmntagent.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} EXHIBIT 10.22 BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: July 7, 2003 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, BSI2000, Inc., _____________ BSI2000, Inc. – 22 BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: July 7, 2003 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, BSI2000, Inc. , a Delaware corporation (the "COMPANY"), hereby agrees with Newbridge Securities Corporation (the "PLACEMENT AGENT") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "INVESTOR"), as follows: 1. Offering. --------- _____________ BSI2000, Inc. – to: Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Attention: Doug Aguililla Telephone: (954) 334-3450 Facsimile: (954) 229-9937 If to the Company, to: BSI2000, Inc. 12600 W. Colfax Ave., B410 Lakewood, Colorado 80215 Attention: Jack Harper, President Telephone: (303) 231-9095 Facsimile: (303) 231 9000 With a copy to: Kirkpatrick & Lockhart, LLP Miami Center - _____________ BSI2000, INC. – provision of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -15- {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: BSI2000, INC. By: /s/ Jack Harper -------------------------------- Name: Jack Harper Title: President PLACEMENT AGENT: NEWBRIDGE SECURITIES CORPORATION By: /s/ Guy S. Amico -------------------------------- Name: Guy S. Amico Title: President INVESTOR: CORNELL CAPITAL PARTNERS, _____________ dt 1313862 ; Kirkpatrick Kirkpatrick & Lockhart ( Legal ) As referenced in this Placement Agent Agreement: Kirkpatrick & Lockhart, – Jack Harper, President Telephone: (303) 231-9095 Facsimile: (303) 231 9000 With a copy to: Kirkpatrick & Lockhart, LLP Miami Center - 20th Floor 201 South Biscayne Boulevard Miami, Florida 33131-2399 Attention: dt 37937 ;	Newbridge Securities Corporation; Cornell Capital Partners, LP
Preview Full Doc	2003	Placement Agent Agreement Placement Agent Agreement (53K) Doc #183922: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.80 {SEQUENCE}4 {FILENAME}g84957a1exv10w80.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.80 ADVANCED VIRAL RESEARCH CORP. PLACEMENT AGENT AGREEMENT Dated as of: April 28, 2003 The undersigned, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the "COMPANY"), hereby agrees with Katalyst Securities LLC, a Delaware limited liability company (the "PLACEMENT AGENT") and CORNELL CAPITAL PARTNERS, LP, a Delaware Limited Partnership (the "INVESTOR") as follows: 1. OFFERING. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof, (the "EQUITY LINE OF CREDIT Agreement") pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OFFERING") up to Fifty Million Dollars ($50,000,000) of the Company's common stock (the "COMMITMENT AMOUNT"), par value $0.00001 per share (the "COMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement. Pursuant to the terms hereof, the Placement Agent shall render consulting services to the Company with respect to the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement, are referred to sometimes hereinafter collectively as the "OFFERING MATERIALS." The Company's Common Stock to be purchased by the Investor hereunder is sometimes referred to hereinafter as the "SECURITIES." The Placement Agent shall not be obligated to sell any Securities." 2. COMPENSATION. A. Upon the execution of this Agreement the Company shall issue to the Placement Agent or its designee shares of the Company's Common Stock in an amount equal to Ten Thousand Dollars ($10,000) divided by the Closing Bid Price of the Company's Common Stock on the date hereof (collectively, the "PLACEMENT AGENT'S SHARES"). The Placement Agent shall be entitled to "piggy-back" registration rights with respect to the Placement Agent's Shares in connection with any registration of any shares of Common Stock for or on behalf of the Investor pursuant to the Registration Rights Agreement dated the date hereof. {PAGE} 3. Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ACT"), the Securities Exchange Act of 1934 (the "1934 ACT"), the respective rules and regulations promulgated there under (the "RULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance in all material respects with all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. A. The Company represents and warrants as follows: (i) The execution, delivery and performance of each of this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement has been or will be duly and validly authorized by the Company and is, or with respect to this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement will be, a valid and binding agreement of the Company, enforceable in accordance with its respective terms, except to the extent that (a) the 2 {PAGE} enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. The Securities to be issued pursuant to the transactions contemplated by this Agreement and the Equity Line of Credit Agreement have been duly authorized and, when issued and paid for in accordance with (x) this Agreement, the Equity Line of Agreement and the certificates/instruments representing such Securities, (y) will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except to the extent that (1) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, and (2) the enforceability thereof is subject to general principles of equity. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken by the Company. 183922	Advanced Viral Advanced Viral Research Corp. ( Pharmaceutical Preparations ) As referenced in this Placement Agent Agreement: ADVANCED VIRAL RESEARCH – {DOCUMENT} {TYPE}EX-10.80 {SEQUENCE}4 {FILENAME}g84957a1exv10w80.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.80 ADVANCED VIRAL RESEARCH CORP. PLACEMENT AGENT AGREEMENT Dated as of: April 28, 2003 The undersigned, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the "COMPANY"), hereby agrees _____________ ADVANCED VIRAL RESEARCH – PLACEMENT AGENT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.80 ADVANCED VIRAL RESEARCH CORP. PLACEMENT AGENT AGREEMENT Dated as of: April 28, 2003 The undersigned, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the "COMPANY"), hereby agrees with Katalyst Securities LLC, a Delaware limited liability company (the "PLACEMENT AGENT") and CORNELL CAPITAL _____________ Advanced Viral Research – York, NY 10174 Attention: John Fitzgerald Title: President Telephone: (484) 530-1750 Facsimile: (347) 402-7943 13 {PAGE} If to the Company, to: Advanced Viral Research Corp. 200 Corporate Boulevard South Yonkers, New York 10701 Attention: Alan Gallantar Chief Financial Officer Telephone: (914) 376-7383 Facsimile: (914) 376-7638 _____________ dt 91285 ;	Kirkpatrick Kirkpatrick & Lockhart ( Legal ) As referenced in this Placement Agent Agreement: Kirkpatrick & Lockhart – Chief Financial Officer Telephone: (914) 376-7383 Facsimile: (914) 376-7638 With a copy to: Kirkpatrick & Lockhart LLP 201 South Biscayne Boulevard - Suite 2000 Miami, Florida 33131-2399 Attention: Clayton E. Parker, dt 37939
Preview Full Doc	2003	Placement Agent Agreement Placement Agent Agreement (56K) Doc #183958: Click preview link for longer preview. BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: July __, 2003 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, BSI2000, Inc., a Delaware corporation (the "COMPANY"), hereby agrees with Newbridge Securities Corporation (the "PLACEMENT AGENT") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "INVESTOR"), as follows: 1. Offering. --------- The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof (the "EQUITY LINE OF CREDIT AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OFFERING") up to Fifteen Million Dollars ($15,000,000) of the Company's common stock (the "COMMITMENT AMOUNT"), par value $0.001 per share (the "COMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement. The Placement Agent's services shall consist of reviewing the terms of the Equity Line of Credit Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "ESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "OFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder is sometimes referred to hereinafter as the "SECURITIES." The Placement Agent shall not be obligated to sell any Securities. 2. Compensation. ------------- A. Upon the execution of this Agreement, the Company shall issue to the Placement Agent or its designee shares of the Company's Common Stock in an amount equal to Ten Thousand Dollars ($10,000) divided by the Closing Bid Price of the Company's Common Stock on the date hereof (the "PLACEMENT AGENT'S SHARES"). The Placement Agent shall be entitled to "piggy-back" registration rights, which shall be triggered upon registration of any shares of Common Stock by the Investor with respect to the Placement Agent's Shares pursuant to the Registration Rights Agreement dated the date hereof. {PAGE} 3. Representations, Warranties and Covenants of the Placement Agent. ----------------------------------------------------------------- A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ACT"), the Securities Exchange Act of 1934 (the "1934 ACT"), the respective rules and regulations promulgated thereunder (the "RULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. 4. Representations and Warranties of the Company. ---------------------------------------------- A. The Company represents and warrants as follows: (i) The execution, delivery and performance of each of this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement has been or will be duly and validly authorized by the Company and is, or with respect to this Agreement, the Equity Line of Credit Agreement, the Escrow Agreement, and the Registration Rights Agreement will be, a valid and binding agreement of the Company, enforceable in accordance with its -2- {PAGE} respective terms, except to the extent that (a) the enforceability hereof or 183958	Bsi2000 Bsi2000 Inc. As referenced in this Placement Agent Agreement: BSI2000, INC. – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}13 {FILENAME}bsi_placementagent.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} EXHIBIT 10.22 BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: July __, 2003 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, BSI2000, Inc., _____________ BSI2000, Inc. – 22 BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: July __, 2003 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, BSI2000, Inc. , a Delaware corporation (the "COMPANY"), hereby agrees with Newbridge Securities Corporation (the "PLACEMENT AGENT") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "INVESTOR"), as follows: 1. Offering. --------- _____________ BSI2000, Inc. – to: Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Attention: Doug Aguililla Telephone: (954) 334-3450 Facsimile: (954) 229-9937 If to the Company, to: BSI2000, Inc. 12600 W. Colfax Ave., B410 Lakewood, Colorado 80215 Attention: Jack Harper, President Telephone: (303) 231-9095 Facsimile: (303) 231 9000 With a copy to: Kirkpatrick & Lockhart, LLP Miami Center - _____________ BSI2000, INC. – provision of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -15- {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: BSI2000, INC. By:_______________________________ Name: Jack Harper Title: President PLACEMENT AGENT: NEWBRIDGE SECURITIES CORPORATION By:_______________________________ Name: Guy S. Amico Title: President INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC _____________ dt 1313866 ;	Kirkpatrick Kirkpatrick & Lockhart ( Legal ) As referenced in this Placement Agent Agreement: Kirkpatrick & Lockhart, – Jack Harper, President Telephone: (303) 231-9095 Facsimile: (303) 231 9000 With a copy to: Kirkpatrick & Lockhart, LLP Miami Center - 20th Floor 201 South Biscayne Boulevard Miami, Florida 33131-2399 Attention: dt 37949
Preview Full Doc	2003	Placement Agent Agreement Placement Agent Agreement (49K) Doc #184011: Click preview link for longer preview. iVOICE ACQUISITION 1, INC. PLACEMENT AGENT AGREEMENT Dated as of: January 24, 2003 INSERT Ladies and Gentlemen: The undersigned, iVoice Acquisition 1, Inc., a Delaware corporation (the "Company"), hereby agrees with _____________, a _________ Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor") as follows: 1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof, (the "Equity Line of Credit Agreement") pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value $0.0001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement. Pursuant to the terms hereof, the Placement Agent shall render consulting services to the Company with respect to the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement with Wachovia Bank, N.A. (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities." 2. Compensation. A. On the first (1st) day the Company's Common Stock becomes listed on the Principal Market (as this term is defined in the Equity Line of Credit Agreement dated the date hereof) the Company shall issue to the Placement Agent or its designee shares of the Company's Common Stock in an amount equal to Ten Thousand Dollars divided by the Closing Bid Price of the Company's Common Stock on the first (1st) day the Company's Common Stock becomes listed on the Principal Market (collectively, the "Placement Agent's Shares "). The Placement Agent shall be entitled to "piggy-back" registration rights triggered upon registration of any shares of Common Stock by the Investor with respect to the Placement Agent's Shares pursuant to the Registration Rights Agreement dated the date hereof. {PAGE} 3. Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby . (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated there under (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement 184011	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Placement Agent Agreement: Wachovia Bank, – Offering, including, but not limited, to this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement with Wachovia Bank, N.A. (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock is sometimes _____________ dt 88963 ;	McCarter McCarter & English, LLP ( Legal ) As referenced in this Placement Agent Agreement: McCarter & English, – Chief Executive Officer Telephone: (732) 441-7700 Facsimile: (732) 441-9895 With a copy to: McCarter & English, LLP 100 Mulberry Street Newark, NJ 07102 Attention: Jerome R. Mahoney Attention: Jeffery Baumel, dt 38186

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