FORM OF
AMENDED UNDERWRITING & SELLING AGREEMENT
In regard to the offering being made by Pre-Settlement Funding Corp.
(PSF), or successors, in a stock offering under the Securities Act of 1933, PSF
agrees to pay to the Three Arrows Capital Corp. (TAC):
1. A commission of 3% of the gross proceeds of the offering, contingent upon
achieving the minimum specified in the offering of 200,000 shares. Ten
thousand warrants on shares at the offering price of $1.00, are also
granted. The term of the warrants to run from the date of this Agreement
and for four years from the end of the offering period, not to exceed five
years from the initial offering date, and cannot be sold, transferred,
assigned or hypothecated for at least one year from the effective date of
the offering. One registration right is granted.
2. A due diligence and consulting fee of $2,500 plus any mutually agreed
expenses including fees of any state where Three Arrows Capital Corp. must
register for the PSF offering. If the offering is terminated, TAC will be
reimbursed only for the actual, accountable, out-of-pocket expenses.
3. Hold Three Arrows Capital Corp. and its agents harmless from, and indemnify
their agents for, any and all costs of investigation of claims, costs,
expenses, attorney fees or other liabilities or disbursements arising out
of any administrative investigation or proceeding or any litigation,
commenced or threatened, relating to this underwriting which stem from any
misstatements or incorrect information from PSF principals, employees,
directors or agents, including without limitation, the implementation of
this Agreement, the distribution of stock or funds, the investment of
funds, the interpretation of this Agreement or similar matters. The
Underwriter will not be indemnified for any claims, costs, expenses or
other liability arising from its bad faith or negligence or that of its
employees, officers, directors or agents.
4. All subscription checks will be mailed to TAC for prompt deposit to the
Escrow Account, at the escrow agent, no later than noon of the next
business day. Such funds will be handled in accordance with the Escrow
Agreement filed as an exhibit to the offering document. TAC will fully
comply with the provisions of Rules 2730, 2740, 2750 and 2420 of the NASD
Conduct Rules.
For PSF For TAC
-------------------------------- --------------------------------
(Signature) (Signature)
Xxxxxx X. Xxxx, President/CEO Xxxxxx Xxxxxxxx, President
------------------------------- ---------------------------------
(Name & Title) (Name & Title)
------------------------------ ---------------------------------
(Date) (Date)
