EXHIBIT 10.128
September 13, 2006
PRIVATE & CONFIDENTIAL VIA E-MAIL
Xx. Xxxxxxx X. XxXxxxxx
President & CEO
VYTERIS HOLDINGS (NEVADA), INC.
00-00 Xxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Dear Xxx:
FINDERS' AGREEMENT
Pursuant to our discussions, this document represents the terms of the agreement
(the "Agreement") between VYTERIS HOLDINGS (NEVADA), INC. ("Vyteris" or the
"Company") and International Capital Advisory Inc. ("ICA").
The effective date of this Agreement shall be September 13, 2006.
1. SCOPE OF AGREEMENT; FEES:
(a) ICA has located for Vyteris investors in connection with two
equity financings of $5 million ("First Funding") and $15
million ("Second Funding") US for the Company, (the "Equity
Fundings"). Such Equity Fundings may be done in two tranches with
completion of tranche one immediately and ICA and the Company
shall each use their respective best efforts to complete tranche
two by 12/31/06. In the $5 million tranche (First Funding), it is
currently anticipated that Vyteris will issue 20,000,000 shares
of Common Stock at a price of $0.25 per share, and 10,000,000
2-year warrants exercisable at $0.45 per share (the "Units"). The
warrants will be callable by the Company when the bid price of
the stock trades at $1.00 per share for 20 consecutive trading
days. In the second tranche (Second Funding), it is currently
anticipated that Vyteris will issue $15 million shares of common
stock at a minimum of $0.75 per share.
(b) In connection with the Equity Fundings, ICA shall be paid a cash
fee equal to 10% of the gross proceeds raised in connection with
the Equity Fundings and ICA will also be issued a warrant (the
"ICA Warrant") to acquire up to such number of Units as equals
10% of the number of Units sold pursuant to each of the two
Equity Fundings, each ICA Warrant exercisable at a price equal to
the offering price in each of the two tranches of the Equity
Fundings. To the extent permitted by law and existing agreements
between the Company and certain existing lenders, the Company
shall register shares underlying the ICA Warrants along with the
shares from the Equity Fundings. The fees payable to ICA in
PRIVATE AND CONFIDENTIAL
SEPTEMBER 13, 2006
PAGE 2
connection with the first tranche shall be paid at the closing of
such first tranche, and the fees payable to ICA in connection
with the second tranche shall be paid at the closing of such
second tranche;
2. CONFIDENTIALITY:
The Company and ICA agree to hold confidential the terms and
conditions of this Agreement other than required by law.
3. At all times during the term hereof, ICA shall comply with all
applicable laws, rules and regulations in connection with ICA's performance
of this Agreement. ICA covenants that it shall not offer or sell Vyteris
securities in any state or other jurisdiction within the United States of
America. ICA shall indemnify and hold the Company harmless for the
Company's direct damages in the event that ICA breaches the foregoing two
covenants.
PRIVATE AND CONFIDENTIAL
SEPTEMBER 13, 2006
PAGE 3
Unless otherwise stated, all figures in this Agreement are stated in US dollars.
Please confirm your agreement with the foregoing terms by signing this Agreement
in the place provided below and returning two executed copies to the offices of
ICA to the attention of Xx. Xxxxxx Xxxxx.
YOURS VERY TRULY,
ON BEHALF OF
INTERNATIONAL CAPITAL ADVISORY INC.
By: /s/ XX. XXXXXX XXXXX
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XX. XXXXXX XXXXX
Vice-President
ACKNOWLEDGED AND AGREED THIS 13TH DAY OF SEPTEMBER 2006.
ON BEHALF OF
VYTERIS HOLDINGS (NEVADA), INC.
By: /s/ XX. XXXXXXX X. XXXXXXXX
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XX. XXXXXXX X. XXXXXXXX
CEO
