EXHIBIT 10.3
AGREEMENT WITH XXXXXX XXXXXX SECURITIES, INC.
XXXXXXX.XXX, INC.
000 X. XXXXXX, XXXXX 000
XXX XXXXX, XX 00000
(000) 000-0000; FAX (000) 000-0000
June 15, 1999
VIA FACSIMILE AND REGULAR U.S. MAIL
Xx. Xxxxxx Xxxxxxxx
XXXXXX XXXXXX SECURITIES, INC.
00000 XxxXxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax: (000) 000-0000
RE: XXXXXXX.XXX
Dear Marcus:
On behalf of XxxxxXx.xxx, Inc., I am providing you the following offer
to exclusively engage your firm to provide assistance in accordance with the
terms of the June 21, 1999 Private Placement Memorandum:
1. You would be paid $5,000 upon execution of this agreement. You would be
provided with a 21-day exclusive period, commencing upon the finalization of all
marketing documentation to be utilized in the private placement, including, but
not limited to the Private Placement Memorandum. We anticipate that this would
be on or about Monday, June 21, 1999. In the event you have secured $5 million
in commitments during this period, StockUp shall be obligated to provide you
with an additional 21-day exclusive period. StockUp will provide you with 40,000
restricted shares allocated on a pro-rata basis over the maximum amount of the
raise (see below).
2. The 40,000 shares shall be payable on a pro-rata basis based upon the Maximum
Amount of the offering (333.33 shares per $100,000 raised) upon your firm
securing $4 million in gross proceeds from sources for which you were the
primary procuring cause (i.e., all brokerage firms other than Cruttenden Xxxx,
Brighton Capital, Everen Securities, and Brookstreet Securities). You will
receive full credit for all amounts raised (other than amounts procured by
Brighton Capital) upon your reaching this $4 million minimum through sources
procured primarily by you.
3. As we discussed, the offering shall be priced at $12 per share, with a
Minimum Offering of 50,000 shares and a Maximum Offering of $1,000,000 (with an
additional 200,000). Broker-dealer compensation shall be the 10-3-10 structure
we have previously discussed (it is anticipated that the exercise price of the
warrants shall be $15 per share). StockUp anticipates that the offering will
involve 1 million restricted shares, with piggy-back registration rights,
subject to an underwriter's lock-up which shall not exceed 180 days.
4. Your firm shall receive "credit" for all commitments secured, regardless of
the source, except as otherwise set forth above, so long as the exclusive
remains in place (and for all financing sources identified during the exclusive
period).
Please contact me with any questions or comments. As you are aware,
Xxxxxxx & Beam is advising our company regarding the terms of this letter
agreement. Xxxxxxx & Beam has advised both of our firms that it has
represented both Xxxxxx Xxxxxx Securities (and certain principals and affiliates
of Xxxxxx Xxxxxx) and StockUp previously. In this regard, Xxxxxxx & Beam has a
conflict of interest in preparing this letter agreement and in providing advice
regarding the execution and performance of this letter agreement. Xxxxxxx & Beam
has advised both Xxxxxx Xxxxxx and StockUp to seek independent counsel.
Sincerely,
XXXXXXX.XXX, INC.
/s/ Xxxxxxx Xxxxxxxxx
-----------------------
Xxxxxxx Xxxxxxxxx
By affixing our signatures below we are agreeing to the foregoing terms:
XXXXXX XXXXXX SECURITIES, INC.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxxx
Its: Executive Vice President
