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Appointment Of Co-placement Agent

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 This Engagement Agreement involves

CRYOPORT, INC. | CryoPort, Inc | Maxim Group LLC

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Date: 3/23/2012
Industry: Containers and Packaging     Sector: Basic Materials

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Exhibit 10.42


This Appointment of Co-Placement Agent (“ Appointment ”) is dated as of February 7, 2012, by and between CryoPort, Inc., a Nevada corporation (the “ Company ”), and Maxim Group LLC (“ Maxim ”).


A. The Company and Craig-Hallum have entered into that certain engagement letter dated January 25, 2012 (the “ Engagement Agreement ”), pursuant to which the Company has engaged Craig-Hallum as its lead placement agent in connection with the Company’s proposed offer and private placement (the “ Offering ”) of equity or equity-linked securities (the “ Securities ”).

B. The Company desires to engage Maxim Group LLC (“ Maxim ”) as co-placement agent of the Company in connection with the Offering to secure additional subscriptions.

C. Maxim desires to accept such appointment.

1. Appointment of Co-Placement Agent .

(a) The Company hereby appoints Maxim, and Maxim hereby accepts such appointment, to act as the Company’s co-placement agent in connection with the Offering. The Company hereby agrees (i) that Maxim may rely on the Company’s representations and warranties contained in the Engagement Agreement and (ii) to indemnify Maxim to the same extent (and subject to the same terms and conditions) as the Company has agreed to indemnify Craig-Hallum pursuant to the Engagement Agreement.

(b) The Company and Maxim agree that the foregoing appointment is only in connection with the Offering and shall terminate upon the close or termination of the Offering. No right of first refusal or participation right with respect to future offerings or investment banking opportunities is granted hereby.

2. Compensation .

(a) The Company hereby agrees that:

(i) Maxim will be entitled to receive cash compensation equal to five percent (5%) of the gross proceeds Maxim raised from investors that it introduces and that participate in the Offering (the “ Maxim Investors ”), and

(ii) In the event that the Company receives gross proceeds of at least one million dollars ($1,000,000) from Maxim Investors, the Company shall issue to Maxim a five-year warrant to purchase a number of shares equal to two percent (2%) of the shares sold in the offering to Maxim Investors. All other terms of the Maxim Warrant shall be identical to the Lead Placement Agent Warrant (as defined in the Engagement Agreement).



(b) Except as set forth in subsection (a) above, Maxim shall not be entitled to any additional compensation or reimbursement for its costs and expenses in connection with the Offering. The Company shall pay to Maxim the fee earned pursuant to subsection (a)(i) abov

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