Placement Agent Agreement - 范本

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PLACEMENT AGENT AGREEMENT

Dated: October 17, 2007

Joseph Gunnar& Co., LLC
30 Broad Street
New York, NY 10004

Gentlemen:

1. Offering.

A. Aslahan Enterprises Ltd., a Nevada corporation (the "Company"), and Red Roller, Inc., a Delaware corporation ("Red Roller"), hereby engage Joseph Gunnar& Co., LLC (the "Placement Agent") to act as the Company's exclusive placement agent with respect to the issuance and sale by the Company (the "Offering") of up to 2,352,941 units (the "Maximum Offering"), each such unit (each, a "Unit" and collectively the "Units") consisting of (i) four shares of the Company's common stock, par value$0.001 per share (the "Common Stock"), and (ii) a five-year warrant to purchase one share of Common Stock at an exercise price of$1.70 per share (each, a "Warrant"), as follows: (i) on a "best efforts, all or none" basis with respect to the first 1,764,706 Units sold ("Minimum Offering"), (ii) on a "best efforts" basis with respect to the remaining 588,235 Units, and (iii) to the extent that 2,352,941 Units are sold, on a "best efforts" basis with respect to an additional 235,294 Over allotment Units (as such term is defined in the Memorandum). The Company and the Placement Agent hereby both acknowledge that the sale of the Units in connection with the Minimum Offering shall represent no greater than 20% of the fully-diluted shares of capital stock of the Company. The Placement Agent is hereby authorized to engage, at its option, the services of other broker-dealers (the "Designees") who are members of the Financial Industry Regulatory Authority ("FINRA", formerly, National Association of Securities Dealers, Inc.) to assist it in soliciting subscribers and to remit to such broker-dealers the commissions payable to the Placement Agent hereunder as it shall determine.

The Offering is subject to (i) the terms and conditions set forth in the Company's Confidential Private Placement Memorandum dated September 20, 2007 (such memorandum with all exhibits thereto, the "Memorandum"), (ii) the completion and execution of a subscription agreement and a confidential investor questionnaire by each purchaser of Units and the Company (collectively, the "Subscription Documents") (the Subscription Documents and the Memorandum are collectively referred to as the "Offering Documents"), and (iii) the conditions set forth in Section 9 hereof. The Company shall issue and sell to the Placement Agent or its designee (s), for nominal consideration, five-year warrants to purchase the number of shares of Common Stock equal to five percent (5%) of the total number of shares of Common Stock sold in connection with the Offering (the "Placement Agent Warrants") at a purchase price equal to 200% of the price at which shares of Common Stock are sold to purchasers of Units in connection with the Offering. The Placement Agent Warrants may not be exercised prior to ninety (90) days from the initial closing of the Offering. The shares of Common Stock comprising the Units sold in this Offering are hereinafter sometimes collectively referred to as the "Unit Shares." The Units, the Warrants, the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), the Placement Agent Warrants, and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants (the "Placement Agent Shares") are hereinafter sometimes collectively referred to as the "Securities."

The Units will be offered without registration under the Securities Act of 1933, as amended (the "Securities Act"). Purchasers of the Units will be granted certain registration rights with respect to the Unit Shares and the Warrant Shares, as more fully set forth in a Registration Rights Agreement (the "Registration Rights Agreement") and the Warrants. The Placement Agent will be granted certain registration rights with respect to the Placement Agent Warrants, as more fully set forth in the Placement Agent Warrants.

 

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Placement Agent Agreement - Aslahan Enterprises Ltd., RedRoller Inc. and Joseph Gunnar & Co. LLC (Oct 17, 2007).docx 下载
发布于 2021-12-01 14:18:11
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