This template engagement letter may be used to appoint a placement agent in connection with a private placement of securities exempt from the registration requirements of the Securities Act of 1933, as amended (15 U.S.C. § 77a et seq.) (Securities Act). This template includes practical guidance and drafting notes. In the context of a private placement, a placement agent is an intermediary that assists an issuer by, among other things, finding investors interested in the offering. It is common for a placement agent to enter into an engagement letter with the issuer that outlines the agent’s and the issuer’s obligations in connection with the transaction, as well as other terms of the engagement. The engagement letter will usually be prepared by the placement agent, but the terms may be substantially negotiated by the issuer. Because the engagement letter should be tailored to reflect the commercial understanding between the issuer and the placement agent, the format and terms of ...