FIRST AMENDMENT
TO ENGAGEMENT LETTER
THIS FIRST AMENDMENT TO ENGAGEMENT LETTER (this "Amendment"), is made
and entered into on this 20th day of October, 2004, by and between Sterne, Agee
& Xxxxx, Inc., a Delaware corporation ("Sterne Agee"), and Westside Energy
Corporation, a Nevada corporation (the "Company"), which Amendment shall be
effective as of the 29th day of September, 2004.
W I T N E S S E T H:
WHEREAS, Sterne Agee and the Company entered into that certain letter
agreement, dated June 10, 2004, by and between Sterne Agee and the Company (the
"Engagement Letter"), pursuant to which the Company agreed to engage Sterne Agee
as its exclusive placement agent in connection with the Company's proposed
private placement of up to $10,000,000 of its common stock, par value $.01 per
share ("Common Stock"); and
WHEREAS, Sterne Agee and the Company believe that it is in the best
interests of the Company and its shareholders for the size of the proposed
private placement to be increased from up to $10,000,000 of Common Stock to up
to $20,000,000 of Common Stock; and
WHEREAS, Sterne Agee and the Company desire to amend the terms and
conditions of the Engagement Letter to provide for the aforementioned increase
in the size of the proposed private placement;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Sterne Agee and the
Company hereby agree as follows:
Section 1. Amendment of Reference Line of the Engagement Letter. Sterne Agee and
the Company hereby amend the Engagement Letter by deleting the text of the
reference line of the Engagement Letter in its entirety and inserting in lieu
thereof the following text:
Engagement of Sterne, Agee & Xxxxx, Inc. as Exclusive Placement Agent
of up to $20,000,000 of Common Stock
Section 2. Amendment of Section 1 of the Engagement Letter. Sterne Agee and the
Company hereby amend the Engagement Letter by deleting the text of Section 1 of
the Engagement Letter in its entirety and inserting in lieu thereof the
following text:
Westside Energy Corporation, a Nevada corporation (the "Company"),
proposes to make a private placement (the "Offering") of up to
$20,000,000 of its common stock, par value $.01 per share
(collectively, the "Securities"), pursuant to the exemptions from
registration provided in the Securities Act of 1933, as amended (the
"1933 Act"), applicable state securities laws, and the rules and
regulations promulgated thereunder (the "Exemption"). By entering into
this Agreement, the Company agrees to engage Sterne, Agee & Xxxxx, Inc.
("Sterne Agee") as its exclusive "Placement Agent" in connection with
the Offering through November 15, 2004, at which time this Agreement
shall terminate in accordance with Section 10 hereof, unless this
Agreement shall be extended by the mutual agreement of the Company and
Sterne Agee as provided therein. By entering into this Agreement,
Sterne Agee accepts such engagement and agrees to use Sterne Xxxx'x
best efforts to place up to $20,000,000 of the Securities solely with
"accredited investors", as such term is defined in Rule 501 of
Regulation D promulgated under the 0000 Xxx. The offering price per
Security shall be such price as is mutually agreeable to the Company
and Sterne Agee. The Company shall prepare any and all offering
documents necessary for the Offering to comply with all provisions of
the 1933 Act, the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the rules and regulations of the Securities and Exchange
Commission (the "SEC") promulgated under each of the 1933 Act and the
1934 Act, and any applicable state securities laws (the "Offering
Documents"). Sterne Agee shall (i) deliver to each prospective investor
that executes and delivers a confidentiality agreement in favor of the
Company in connection with the Offering, a current copy of the Offering
Documents, (ii) maintain and furnish to the Company a list of all
prospective investors contacted by Sterne Agee with regard to the
Offering, including, if requested by the Company, the addresses of such
prospective investors and the name and telephone number of a contact
person with respect thereto, and (iii) present to the Company all
written offers for the purchase of Securities received by Sterne Agee
from any such prospective investors. Sterne Agee hereby acknowledges
and agrees that the Company may reject any subscription for Securities
presented to the Company by Sterne Agee, at the Company's sole
discretion. Sterne Agee is not authorized to make any agreement or
commitment on behalf of the Company.
Section 3. Amendment of Section 10 of the Engagement Letter. Sterne Agee and the
Company hereby amend the Engagement Letter by deleting the text of Section 10 of
the Engagement Letter in its entirety and inserting in lieu thereof the
following text:
Either party may, at its option, terminate this Agreement upon giving
the other party fifteen (15) days' prior written notice.
Notwithstanding any other provision in this Agreement, this Agreement
shall terminate on the earlier to occur of (i) the sale of all of the
Securities and (ii) November 15, 2004, unless extended by the mutual
agreement of the parties.
Section 4. Ratification of Agreement. In all other respects, Sterne
Agee and the Company hereby ratify and confirm all of the terms and conditions
of the Engagement Letter.
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IN WITNESS WHEREOF, Sterne Agee and the Company have executed this
Amendment effective as of September 29, 2004.
STERNE, AGEE & XXXXX, INC.
By
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Xxxxx X. Xxxxxxxx, Xx.
Chairman and Chief Executive Officer
WESTSIDE ENERGY CORPORATION
By
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Xxxxx X. Xxxxxx
President and Chief Executive Officer
