Exhibit A
to Medcare Technologies Escrow Agreement
The "Placement Agent's Compensation" with respect to the New Preferred Stock
shall be as follows:
(1) A fee equal to seven and one-half percent (7 1/2%) of the gross
aggregate Exercise Price (as defined in the Preferred Warrant) received by the
Company upon exercise of the Preferred Warrants, and
(2) In addition to the fees set forth above, the Company shall also
issue to the Placement Agent or its designees warrants to purchase a number of
shares of the Common Stock (the "Placement Agent's Warrants") equal to the sum
of seven and one-half percent (7 1/2%) of the gross proceeds received by the
Company upon exercise of the Preferred Warrants divided by $7.346, exerciseable
at a price of $7.346 per share issued in the name of Xxxxxx Investments, LLC,
Xxxxxx employees, and other professionals or advisors who provided services
relating to this private placement offering, signed by the Company.
The Placement Agent's Compensation shall be paid and delivered to Placement
Agent promply after the proceeds from the purchase of the New Preferred Stock
are disbursed to the Company.
1
Medcare-2 (AR-1) Escrow
