Engagement Procedures

Rodman Energy accepts a limited number of engagements, based on the quality of the industry sponsor and the subject business plan.

Private Placements of Public Securities:

Depending on the specific circumstances, PIPEs can be effected within hours or may take several weeks. Key considerations are the size and maturity of the company, whether there is or has been recently a seminal event that has focused investor interest on the company or its peers, and the status of its public filings. Suffice to say that Rodman & Renshaw has been independently ranked as the leading placement agent in this type of financing in five of the past six years in terms of number of PIPEs completed and is on course in 2008 to maintain this standing.

Rodman Energy has developed contracts that have become standard in the industry whereby to effect PIPEs in a timely and efficient manner. Depending, once again, on the circumstances, these contracts can call for unlimited and immediate execution, very limited, investor-specific authorization, or gradual and comprehensive marketing, based on company and industry fundamentals. Each contract differs as to compensation, but generally Rodman Energy is paid solely on the basis of success, with fees computed in line with industry norms. If in the last instance, Rodman Energy is called upon to devote considerable time over extended periods to prepare a client for the marketing effort, the contract may call for real–time fees tied to time actually devoted. Expenses, also depending of expected duration of the engagement, are reimbursed only in the event of success.

Private Placements of Private Securities:

These mandates typically require a minimum of four months, with an initial period devoted to due diligence, data gathering, and presentation of recommendations. The remainder of the contract period generally involves creating the requisite marketing documents, contacting appropriate Accredited Investor candidates, arranging meetings, managing the negotiation process, coming to terms, and, then preparation of definitive documents. Private placements of Private Debt follows a similar path, but may take a month or so less, as the specific use of capital normally is of primary importance to the sources of this type of capital. Rodman Energy’s standard contract also provides for a proprietary period of eighteen to thirty-six months after termination of the contract, during which any business concluded with a contact arranged by Rodman Energy during the primary term remains subject to the terms of the original agreement. Finally, post completion of a placement of Private Equity, Rodman Energy also is retained for thirty-six months to provide assistance in executing whatever business plan has been agreed to as a foundation for the financing.

Rodman Energy typically provides Services to Private Companies on a combined retainer and time-devoted basis. The retainer entitles the client to a priority call on an agreed maximum aggregate charging level of Services per month. Services required in excess of this standard are billed at set hourly rates. Expenses, as defined, are billed to the Client at the end of each month. Finally, depending on the nature of the engagement, Rodman typically receives as part of its compensation a success fee that recognizes its contribution to the predetermined objective of the assignment. Wherever possible, Rodman Energy seeks to reinvest a significant portion of this success fee back into the equity of its industry clients, particularly pursuant to private placements in which Rodman has served in an active advisory capacity.