This Engagement Agreement involves
Title: APPOINTMENT OF CO-PLACEMENT AGENT
Industry: Containers and Packaging Sector: Basic Materials
APPOINTMENT OF CO-PLACEMENT AGENT
This Appointment of Co-Placement Agent (“ Appointment ”) is dated as of February 8, 2012, by and between CryoPort, Inc., a Nevada corporation (the “ Company ”), and Emergent Financial Group, Inc. (“ Emergent ”).
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 Emergent Financial Group, Inc. (“ Emergent ”) as co-placement agent of the Company in connection with the Offering to secure additional subscriptions.
C. Emergent desires to accept such appointment.
1. Appointment of Co-Placement Agent .
(a) The Company hereby appoints Emergent, and Emergent hereby accepts such appointment, to act as the Company’s co-placement agent in connection with the Offering. The Company hereby agrees (i) that Emergent may rely on the Company’s representations and warranties contained in the Engagement Agreement and (ii) to indemnify Emergent 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 Emergent 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) Emergent will be entitled to receive cash compensation equal to five percent (5%) of the gross proceeds Emergent raises from its investors (the “ Emergent Investors ”), and
(ii) In the event that the Company receives gross proceeds of at least one million dollars ($1,000,000) from Emergent Investors, the Company shall issue to Emergent a five-year warrant to purchase a number of shares equal to two percent (2%) of the shares sold in the offering to Emergent Investors. All other terms of the Emergent 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, Emergent 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 Emergent the fee earned pursuant to subsection (a)(i) above by wire transfer simultaneously with the closing of the Offering,