TPTX » Topics » Securities

This excerpt taken from the TPTX 8-K filed Dec 18, 2009.
1. Agreement of the Placement Agent.
(a) 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, the Placement Agent agrees to act, on a best efforts basis, as the Company’s placement agent in connection with the sale by the Company of the Units to the Investors and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent with respect to securing any other financing on behalf of the Company. The Placement Agent agrees to use its best efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agent has no authority to bind the Company with respect to any prospective offer to purchase the Units.  The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. The Placement Agent shall use best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Units 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, have any liability to the Company in the event any such purchase is not consummated for any reason.   The Placement Agent shall have the right to enter into agreements with other FINRA member-firms to act as selected-dealers in connection with the Placement.  Amounts payable to such selected-dealers, if any, shall be paid by the Placement Agent, and in no event shall any such payments increase the amounts payable by the Company to the Placement Agent under Section 1(c) below. The purchase of the Units by an Investor shall be evidenced by the execution of a Purchase Agreement by such Investor and the Company.  No Units that the Company has agreed to sell pursuant to this Agreement or any Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor thereof against payment by such Investor.
(b) Additional Agreements.  The Placement Agent agrees that it shall not include any “issuer information” (as defined in Rule 433 under the Securities Act of 1933, as amended (the “
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