EX-1.1
from 8-K
5 pages
1. Agreement to Act as Placement Agent. Subject to All the Terms and Conditions of This Agreement, the Placement Agent Agrees to Act as the Company’s Exclusive Placement Agent in Connection With the Issuance and Sale, on a Best Efforts Basis, of the Shares to the Investor. the Placement Agent Shall Assist the Company in Obtaining Performance by the Investor, but the Placement Agent Shall Not, Except as Otherwise Provided in This Agreement, Have Any Liability to the Company in the Event Any Such Purchase Is Not Consummated for Any Reason. the Company Shall Pay to the Placement Agent an Aggregate Amount Equal to 4.0% of the Proceeds Received by the Company From the Sale of the Shares (The “Fee”). the Fee Shall Be Paid to the Placement Agent at the Time of Closing (As Hereinafter Defined) for the Initial Sale of $5,000,000 of Common Stock to Be Sold Concurrently With the Execution of This Agreement and Upon Any Conversion of the B-1 Preferred Stock to Common Stock. This Agreement Shall Not Give Rise to a Commitment by the Placement Agent or Any of Its Affiliates to Underwrite or Purchase Any of the Shares or Otherwise Provide Any Financing. Notwithstanding the Foregoing, It Is Understood and Agreed That the Placement Agent or Any of Its Affiliates May, Solely at Their Discretion and Without Any Obligation to Do So, Purchase Shares as Principals. the Placement Agent, Without the Prior Consent of the Company, May Appoint Any Co-Agent or Sub-Agent in Connection With the Issuance and Sale of the Shares and May Allocate Any Portion of Such Fee to Such Co-Agent or Sub-Agent
12/34/56