EX-1.1
from 8-K
34 pages
1. Agreement to Act as Placement Agents. on the Basis of the Representations, Warranties and Agreements of the Company and the Selling Stockholders Herein Contained and Subject to All the Terms and Conditions of This Agreement, the Placement Agents Agree to Act as the Company’s and the Selling Stockholders’ Exclusive Placement Agents in Connection With the Issuance and Sale, on a Best Efforts Basis, of the Shares to the Investors. the Placement Agents Shall Use Commercially Reasonable Efforts to Assist the Company and the Selling Stockholders in Obtaining Performance by Each Investor Whose Offer to Purchase Shares Has Been Solicited by the Placement Agents and Accepted by the Company, but the Placement Agents Shall Not, Except as Otherwise Provided in This Agreement, Have Any Liability to the Company or the Selling Stockholders in the Event Any Such Purchase Is Not Consummated for Any Reason. the Company and Each Selling Stockholder Shall Pay to the Placement Agents an Aggregate Amount Equal to 2.0% of the Proceeds Received by the Company or Such Selling Stockholder From the Sale of the Share as Set Forth on the Cover Page of the Prospectus (As Hereinafter Defined); Provided That 60% of Such Aggregate Amount Shall Be Paid Directly to Wm Smith Securities, Incorporated and 40% of Such Aggregate Amount Shall Be Paid Directly to Flagstone Securities, LLC. This Agreement Shall Not Give Rise to a Commitment by the Placement Agents or Any of Their 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 Agents or Any of Their Affiliates May, Solely at Their Discretion and Without Any Obligation to Do So, Purchase Shares as Principals. the Placement Agents, Without the Prior Consent of the Company or Any Selling Stockholder,
12/34/56
