EXHIBIT 4.7
FINDERS FEE AGREEMENT
June 30, 2003
Celsion Corporation
00000-0, Xxx Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
This letter will serve as the agreement ("Agreement") between National
Securities Corporation, a Washington Corporation ("Finder"), with its principal
place of business at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx
00000 and Celsion Corporation, a Delaware Corporation (the "Company") with
respect to the subject matter hereto.
On Seller's behalf, Finder has located various individuals and
entities, (the "Prospective Purchasers") for the purpose of purchasing the
Company's securities. In consideration of Finder's efforts in locating the
Prospective Purchaser, the Company will pay to Finder, simultaneous with the
closing of any such purchase, a cash fee equal to 7.5% of the amount of any and
all monies (or the corresponding value of any non-cash consideration) paid or to
be paid by the Prospective Purchaser to the Company for the Shares, as well as
issue to the Finder warrants equal 7.5 % of the sum of (i) the number of shares
of Common Stock and (ii) the number of Warrant Shares underlying Warrants, sold
in the Offering. Such Placement Agent Warrants shall have an exercise price
equal to the price per share of the Common Stock sold in the Offering, cashless
exercise provisions and the same other terms, conditions, rights and preferences
as the Warrants sold in the Offering.
There is no relationship of partnership, agency, employment, franchise
or joint venture between the parties - neither party has the authority to bind
the other or incur any obligation on its behalf. Seller hereby acknowledges that
Finder acts solely as a finder in connection with the contemplated sale of the
Shares and not as a placement agent or underwriter. Furthermore, the Company is
relying on its own investment advisors and/or legal counsel in connection with
any transaction contemplated by this Agreement.
If you are in agreement with the foregoing, please execute and return
one copy of this Agreement to Finder.
Sincerely,
NATIONAL SECURITIES CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: President
Agreed to and accepted this 30th day of June, 2003.
CELSION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President, CFO
