STATMON TECHNOLOGIES CORP. USE OF PROCEEDS
STATMON TECHNOLOGIES CORP. Dear Xx. Xxxxxx: This letter confirms our understanding that Harborview Capital Management, LLC (“HCM”) has been engaged to act as a non-exclusive financial advisor and consultant in connection with strategic planning and a capital raise (“Private Placement”) to meet current and ongoing capital needs of Statmon Technologies Corp. (“the Company”). HCM in this capacity will work with management and review and advise the Company on strategic issues as reasonably requested by the Company and help identify funding opportunities for a period of twelve months (the “Term”) from the date of this Agreement. Upon the Company’s acceptance, this letter agreement (“Agreement”) will confirm the terms of the engagement agreed to between HCM and the Company on the terms set forth herein. The terms of HCM’s engagement are as follows:
STATMON TECHNOLOGIES CORP. (TENANT)
STATMON TECHNOLOGIES CORP. Warrant Shares: _______ Initial Exercise Date: March 5, 2008 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Statmon Technologies Corp., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STATMON TECHNOLOGIES CORP. To Purchase $________ Principal Amount of Senior Secured Convertible Debentures and Warrants Initial Exercise Date: March 5, 2008 THIS ADDITIONAL INVESTMENT RIGHT (the “AIR”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 270th day from the date of the Purchase Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Statmon Technologies Corp., a Nevada corporation (the “Company”), up to $_____________ principal amount of Original Issue Discount Senior Secured Convertible Debentures (the “AIR Debenture”) and warrants to purchase shares of Common Stock of the Company as described herein at an exercise price of $1.20 per share (the “AIR Warrant Exercise Price”) (subject to adjustment hereunder and thereunder) (the “AIR Warrant”). Subject to the terms and conditions hereof, upon the purchase hereunder of an AIR Debenture, the Holder shall receive a warrant to purchase a number of shares of Common Stock equal to 100% of the shares of Common Stock issuable upon conversion of such AIR Debenture based upon the Conversion Price as of the date hereof. The initial conversion price of the AIR Debenture shall be equal to $___1, subject to adjustment thereunder and hereunder (“AIR Debenture Conversion Price”). The AIR Debenture and AIR Warrant shall be in the form of the Debenture and Warrants (with the same rights, privileges and preferences set forth in the Transaction Documents, including without limitation, the Debenture) issued pursuant to the Purchase Agreement, mutatis mutandis. The AIR Debenture and the AIR Warrant shall be collectively referred to as the “AIR Securities.” The AIR Warrant Exercise Price and the AIR Debenture Conversion Price shall be collectively referred to herein as the “AIR Conversion Price.” The shares of Common Stock underlying the AIR Debentures and the AIR Warrant shall be collectively referred to herein as the “AIR Conversion Shares.” 1 The lesser of (y) the then Conversion Price of the Debenture and (z) $0.9824.
STATMON TECHNOLOGIES CORP. BY: -------------------------------------- Mr. Peter Upfold Vice Chaixxxx 114 N. Doheny Drive Los Anxxxxx , XX 00048 EXECUTIVE: -------------------------------------- Mr. Geoffrey Talbot 114 N. Xxxxxx Xxxxx Los Anxxxxx, XX 00048 13 of 13 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made as of July 1, 2004, by and among STATMON TECHNOLOGIES CORP., a Nevada corporation ( "Company") and GEOFFREY TALBOT ("Executive"). Statexxxx xx Xxxxx
STATMON TECHNOLOGIES CORP. By: /s/ Geoffrey P. Talbot --------------------------- Name: Geoffrey P. Talbot Titlx: Xxxxx Xxxxxxxxx Officer and Chief Financial Officer By: /s/ Peter J. Upfold --------------------------- Peter J. Upfold Chief Txxxxxxxxx Xxxxxer EXHIBIT J OPINION OF COMPANY'S COUNSEL
STATMON TECHNOLOGIES CORP. By: ---------------------------------- President Attest: ________________________ Secretary
STATMON TECHNOLOGIES CORP. SHAREHOLDERS --------------------------- --------------------------- Robert Fields Richard Fleming --------------------------- --------------------------- John Hoff Michael Hurst --------------------------- --------------------------- Chad Kalebic Jason Netter --------------------------- --------------------------- Vernon Oberholtzer Leonard Silverman --------------------------- --------------------------- Heiko Thieme Peter Upfold Global Xxxxxxxxxxx Fund Delphinian Quest Advisors, LLC
