EXHIBIT 10.7


 


PLACEMENT
AGENCY AGREEMENT


BETWEEN
THE COMPANY AND MERRIMAN CAPITAL INC.


 


June 19, 2012


 


PERSONAL
& CONFIDENTIAL 


 


Mr. Barry Sanders


Chief Executive
Officer


EuroSite Power
Inc.


45 First Avenue


Waltham, MA 02451


 


Dear Barry:


 


Merriman Capital,
Inc. (“Merriman”) is pleased to present you with this proposal to assist you in your efforts to obtain private financing
for EuroSite Power Inc. (the “Company”). We would be pleased to work with you in meeting potential investors (the
“Investors”) who may have an interest in financing the Company (the “Transaction”). The purpose of this
letter is to memorialize the terms of our relationship.


 


The Company
agrees that if Merriman closes a Transaction with one or more Investors during the term of this agreement, then, at the closing,
Merriman will be paid as follows:


 


		a)	Cash
                                                                                                  equal to six and one half percent
                                                                                                  (6.5%) of the total amount of
                                                                                                  capital received by the Company
                                                                                                  at the time the Transaction
                                                                                                  closes.



 


		b)	Warrants
                                                                                                  to purchase shares of the Company’s
                                                                                                  common stock issued in any placement
                                                                                                  of equity securities. The number
                                                                                                  of warrants to be issued shall
                                                                                                  equal six and one half percent
                                                                                                  (6.5%) of the number of shares
                                                                                                  of the Company’s capital
                                                                                                  stock purchased by the Investors
                                                                                                  introduced by Merriman in any
                                                                                                  equity financing. The warrant
                                                                                                  will be exercisable at a price
                                                                                                  per share of common stock equal
                                                                                                  to the price per share at which
                                                                                                  the Investors paid for such
                                                                                                  capital stock, adjusted for
                                                                                                  conversion, stock splits, or
                                                                                                  other adjustments. The warrant
                                                                                                  will also include registration
                                                                                                  rights and will have a term
                                                                                                  of one year from the transaction
                                                                                                  closing date.



 


Due to a preexisting
relationship, the potential investors listed in Exhibit 1 are exempt from the terms of this letter agreement.


 


While we are
not asking to represent the Company on an exclusive basis, we do expect fee protection on anyone we approach on the Company’s
behalf. Furthermore, we are not asking for a front-end retainer of any type. Our compensation is strictly performance-based and
is to be paid at the closing of a Transaction with Investors. In addition, the Company agrees to reimburse our out-of-pocket expenses
as they relate to our engagement as described in this agreement. Merriman agrees that aggregate expenses under this agreement
shall not exceed $50,000, and that permission will be requested from the Company for individual expense items in excess of $5,000.


 


The
engagement shall commence on the date first set forth above, and shall continue until the completion of the Transaction but
no later than July 31, 2012. The Company will have the right to terminate this Agreement at any time and for any reason
prior to July 31, 2012, by written notice to Merriman, but such termination will not affect Merriman’s right to receive
the fees set forth in this letter upon the closing of a Transaction with Investors.


 


It is expressly
understood and acknowledged that Merriman's relationship with you under the terms of this letter does not constitute any commitment,
express or implied, on the part of Merriman or any of its affiliates to purchase or place the Company's securities or to provide
any type of financing and that this engagement will be conducted by Merriman on a “best efforts” basis.


 



    	 



    	 



    

 


The Company
agrees to indemnify Merriman, its shareholders, employees and agents it may utilize in performance of this engagement (“Indemnified
Parties”) against any liability, claim or damage, asserted by third parties arising out of or in connection with acts, errors,
or omissions of the Company under this agreement and for Merriman’s performance of its duties under this engagement except
those arising from Merriman’s bad faith, willful misconduct or gross negligence. The Company agrees to pay or reimburse
each Indemnified Party for all reasonable, documented expenses (including reasonable counsel fees and expenses) as they are incurred
in connection with the defense of any pending or threatened claim or any action or proceeding arising therefrom in which such
Indemnified Party is or is threatened to be made a party. To the extent this indemnity is unenforceable or unavailable for any
reason, the Company and Merriman will contribute to any liability, claims or damage asserted by third parties and related expenses,
described above in this paragraph, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company
and its shareholders, on the one hand, and Merriman, on the other, or (ii) if that allocation is not permitted by applicable law,
in such proportion as is appropriate to reflect not just those relative benefits, but also the relative fault of the Company and
Merriman (giving due regard to, among other things, the information supplied by each and their relative intent, knowledge, access
to information and opportunity to correct or prevent misstatements or omissions). In any event, to the extent permitted by law,
the Indemnified Parties’ share of any losses or damages shall not exceed the amount of the fee actually paid to Merriman
by the Company.


 


This
agreement shall be governed by and construed under the laws of the State of California applicable to contracts made and to be
performed entirely within the State of California, without giving effect to the principles of conflicts of laws.


 


If the terms
set forth in this letter are in accordance with your understanding of our agreement, please sign the enclosed copy of this letter
and return it to Merriman. We look forward to working with you.


 


Very truly yours,


 


	/s/
    Spencer Grimes	 
	Spencer Grimes
	Managing Director


 


Agreed To and Accepted By:


 


	/s/
    Barry J. Sanders	 	Date: June 19, 2012
	Barry Sanders	 
	Chief Executive Officer	 
	EuroSite Power Inc.