PLACEMENT AGENT AGREEMENT
Dated
as
of: March 6, 2006
The
undersigned, Getting Ready Corporation, a Florida corporation (the “COMPANY”),
hereby agrees with Instream Partners LLC, a California limited liability company
(the “PLACEMENT AGENT”) and Dutchess Private Equities Fund, L.P., a Delaware
limited partnership (the “INVESTOR”) as follows:
A.
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The
Placement Agent represents, warrants and covenants as
follows:
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(i) The
Placement Agent has the necessary power to enter into this Agreement and to
consummate the transactions contemplated hereby.
(ii) The
execution and delivery by the Placement Agent of this Agreement and the
consummation of the transactions contemplated herein will not result in any
violation of, or be in conflict with, or constitute a default under, any
agreement or instrument to which the Placement Agent is a party or by which
the
Placement Agent or its properties are bound, or any judgment, decree, order
or,
to the Placement Agent’s knowledge, any statute, rule or regulation applicable
to the Placement Agent. This Agreement when executed and delivered by the
Placement Agent, will constitute the legal, valid and binding obligations of
the
Placement Agent, enforceable in accordance with their respective terms, except
to the extent that (a) the enforceability hereof or thereof may be limited
by
bankruptcy, insolvency, reorganization, moratorium or similar laws from time
to
time in effect and affecting the rights of creditors generally, (b) the
enforceability hereof or thereof is subject to general principles of equity,
or
(c) the indemnification provisions hereof or thereof may be held to be in
violation of public policy.
(iii) Upon
receipt and execution of this Agreement the Placement Agent will promptly
forward copies of this Agreement to the Company or its counsel and the Investor
or its counsel.
(iv) The
Placement Agent will not take any action that it reasonably believes would
cause
the Offering to violate the provisions of the Securities Act of 1933, as amended
(the “1933 ACT”), the Securities Exchange Act of 1934 (the “1934 ACT”), the
respective rules and regulations promulgated there under (the “RULES AND
REGULATIONS”) or applicable “Blue Sky” laws of any state or
jurisdiction.
(v) The
Placement Agent will use all reasonable efforts to determine (a) whether the
Investor is an Accredited Investor and (b) that any information furnished by
the
Investor is true and accurate. The Placement Agent shall have no obligation
to
insure that (x) any check, note, draft or other means of payment for the Common
Stock will be honored, paid or enforceable against the Investor in accordance
with its terms, or (y) subject to the performance of the Placement Agent’s
obligations and the accuracy of the Placement Agent’s representations and
warranties hereunder, (1) the Offering is exempt from the registration
requirements of the 1933 Act or any applicable state “Blue Sky” law or (2) the
Investor is an Accredited Investor.
(vi) The
Placement Agent is a member of the National Association of Securities Dealers,
Inc., and is a broker-dealer registered as such under the 1934 Act and under
the
securities laws of the states in which the Securities will be offered or sold
by
the Placement Agent unless an exemption for such state registration is available
to the Placement Agent. The Placement Agent is in compliance with all material
rules and regulations applicable to the Placement Agent generally and applicable
to the Placement Agent’s participation in the Offering.
A.
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The
Company makes to the Placement Agent all the representations and
warranties it makes to the Investor in the Investment Agreement and,
in
addition, represents and warrants as follows:
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(i) The
execution, delivery and performance of each of this Agreement, the Investment
Agreement and the Registration Rights Agreement has been or will be duly and
validly authorized by the Company and is, and with respect to this Agreement,
the Investment Agreement and the Registration Rights Agreement will each be,
a
valid and binding agreement of the Company, enforceable in accordance with
its
respective terms, except to the extent that (a) the enforceability hereof or
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or
similar laws from time to time in effect and affecting the rights of creditors
generally, (b) the enforceability hereof or thereof is subject to general
principles of equity or (c) the indemnification provisions hereof or thereof
may
be held to be in violation of public policy. The Securities to be issued
pursuant to the transactions contemplated by this Agreement and the Investment
Agreement have been (A) duly authorized and, when issued and paid for in
accordance with this Agreement and the Investment Agreement will be fully paid
and non-assessable; and (B) issued in compliance with all federal and state
securities laws and were not issued in violation of any preemptive right, resale
right, right of first refusal or similar right. All corporate action required
to
be taken for the authorization, issuance and sale of the Securities has been
duly and validly taken by the Company.
(ii) The
Company has a duly authorized, issued and outstanding capitalization as set
forth herein and in the Investment Agreement. The Company is not a party to
or
bound by any instrument, agreement or other arrangement providing for it to
issue any capital stock, rights, warrants, options or other securities, except
for this Agreement, the agreements described herein and as described in the
Investment Agreement, dated the date hereof and the agreements described
therein. All issued and outstanding securities of the Company, have been duly
authorized and validly issued and are fully paid and non-assessable; the holders
thereof have no rights of rescission or preemptive rights with respect thereto
and are not subject to personal liability solely by reason of being security
holders; and none of such securities were issued in violation of the preemptive
rights of any holders of any security of the Company. As of the date hereof,
the
authorized capital stock of the Company consists of 499,000,000 shares of Common
Stock, par value $0.0001 per share of which 72,779.918 shares are issued and
outstanding.
(iii) The
Common Stock to be issued in accordance with this Agreement and the Investment
Agreement has been duly authorized and when issued and paid for in accordance
with this Agreement, the Investment Agreement and the certificates/instruments
representing such Common Stock, will be validly issued, fully-paid and
non-assessable; the holders thereof will not be subject to personal liability
solely by reason of being such holders; such Securities are not and will not
be
subject to the preemptive rights of any holder of any security of the
Company.
A.
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The
Investor makes to the Placement Agent all the representations and
warranties it makes to the Company in the Investment Agreement and,
in
addition represents, warrants and covenants as
follows:
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(i) The
Investor has the necessary power to enter into this Agreement and to consummate
the transactions contemplated hereby.
(ii) The
execution and delivery by the Investor of this Agreement and the consummation
of
the transactions contemplated herein will not result in any violation of, or
be
in conflict with, or constitute a default under, any agreement or instrument
to
which the Investor is a party or by which the Investor or its properties are
bound, or any judgment, decree, order or, to the Investor’s knowledge, any
statute, rule or regulation applicable to the Investor. This Agreement when
executed and delivered by the Investor, will constitute the legal, valid and
binding obligations of the Investor, enforceable in accordance with their
respective terms, except to the extent that (a) the enforceability hereof or
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or
similar laws from time to time in effect and affecting the rights of creditors
generally, (b) the enforceability hereof or thereof is subject to general
principles of equity, or (c) the indemnification provisions hereof or thereof
may be held to be in violation of public policy.
(iii)
the
Investor is not, and will not be, as a result of the transactions contemplated
by the Offering Materials a “dealer” within the meaning of the Securities
Exchange Act of 1934 and applicable federal and state securities laws and
regulations. The Investor covenants that in this respect it is and will remain
in compliance with the requirements of applicable “no action” rulings of the
U.S. Securities Exchange Commission.
(iv) The
Investor will promptly forward copies of any and all due diligence
questionnaires compiled by the Investor to the Placement Agent.
The
Company covenants and agrees at its expense and without any expense to the
Placement Agent as follows:
A.
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To
advise the Placement Agent of any material adverse change in the
Company’s
financial condition, prospects or business or of any development
materially affecting the Company or rendering untrue or misleading
any
material statement in the Offering Materials occurring at any time
as soon
as the Company is either informed or becomes aware
thereof.
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B.
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To
use its commercially reasonable efforts to cause the Common Stock
issuable
in connection with the Equity Line of Credit to be qualified or registered
for sale on terms consistent with those stated in the Registration
Rights
Agreement and under the securities laws of such jurisdictions as
the
Placement Agent or the Investor shall reasonably request. Qualification,
registration and exemption charges and fees shall be at the sole
cost and
expense of the Company.
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C.
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Upon
written request, to provide and continue to provide the Placement
Agent
and the Investor copies of all quarterly financial statements and
audited
annual financial statements prepared by or on behalf of the Company,
other
reports prepared by or on behalf of the Company for public disclosure
and
all documents delivered to the Company’s
stockholders.
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D.
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To
deliver, during the registration period of the Investment Agreement,
to
the Placement Agent upon the Placement Agent’s
request,
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(i) within
forty five (45) days after the expiration of the relevant period, a statement
of
its income for each such quarterly period, and its balance sheet and a statement
of changes in stockholders’ equity as of the end of such quarterly period, all
in reasonable detail, certified by its principal financial or accounting
officer;
(ii) within
ninety (90) days after the close of each fiscal year, its balance sheet as
of
the close of such fiscal year, together with a statement of income, a statement
of changes in stockholders’ equity and a statement of cash flow for such fiscal
year, such balance sheet, statement of income, statement of changes in
stockholders’ equity and statement of cash flow to be in reasonable detail and
accompanied by a copy of the certificate or report thereon of independent
auditors if audited financial statements are prepared; and
(iii) a
copy of
all documents, reports and information furnished to its stockholders at the
time
that such documents, reports and information are furnished to its stockholders.
(iv) a
copy of
all documents, reports and information furnished to the Investor at the time
that such documents, reports and information are furnished to the
Investor.
E.
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To
comply with the terms of the Offering
Materials.
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F.
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To
ensure that any transactions between or among the Company, or any
of its
officers, directors and affiliates be on terms and conditions that
are no
less favorable to the Company, than the terms and conditions that
would be
available in an “arm’s length” transaction with an independent third
party.
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A.
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The
Company hereby agrees that it will indemnify and hold the Placement
Agent
and each officer, director, shareholder, employee or representative
of the
Placement Agent and each person controlling, controlled by or under
common
control with the Placement Agent within the meaning of Section 15
of the
1933 Act or Section 20 of the 1934 Act or the SEC’s Rules and Regulations
promulgated there under (the “Rules and Regulations”), harmless from and
against any and all loss, claim, damage, liability, cost or expense
whatsoever (including, but not limited to, any and all reasonable
legal
fees and other expenses and disbursements incurred in connection
with
investigating, preparing to defend or defending any action, suit
or
proceeding, including any inquiry or investigation, commenced or
threatened, or any claim whatsoever or in appearing or preparing
for
appearance as a witness in any action, suit or proceeding, including
any
inquiry, investigation or pretrial proceeding such as a deposition)
to
which the Placement Agent or such indemnified person of the Placement
Agent may become subject under the 1933 Act, the 1934 Act, the Rules
and
Regulations, or any other federal or state law or regulation, common
law
or otherwise, arising out of or based upon (i) any untrue statement
or
alleged untrue statement of a material fact contained in (a) Section
3 or
4 of this Agreement, (b) the Offering Materials including the offering
memorandum, and any slides, videos, films and tape recordings pertaining
to the offering (except those written statements relating to the
Placement
Agent given by an indemnified person for inclusion therein), (c)
any
application or other document or written communication executed by
the
Company or based upon written information furnished by the Company
filed
in any jurisdiction in order to qualify the Common Stock under the
securities laws thereof, or any state securities commission or agency;
(ii) the omission or alleged omission from documents described in
clauses
(a), (b) or (c) above of a material fact required to be stated therein
or
necessary to make the statements therein not misleading; or (iii)
the
breach of any representation, warranty, covenant or agreement made
by the
Company in this Agreement. The Company further agrees that upon demand
by
an indemnified person, at any time or from time to time, it will
promptly
reimburse such indemnified person for any loss, claim, damage, liability,
cost or expense actually and reasonably paid by the indemnified person
as
to which the Company has indemnified such person pursuant hereto.
Notwithstanding the foregoing provisions of this Paragraph 6(A),
any such
payment or reimbursement by the Company of fees, expenses or disbursements
incurred by an indemnified person in any proceeding in which a final
judgment by a court of competent jurisdiction (after all appeals
or the
expiration of time to appeal) is entered against the Placement Agent
or
such indemnified person based upon specific finding of fact as to
the
Placement Agent or such indemnified person’s gross negligence or willful
misfeasance will be promptly repaid to the
Company.
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B.
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The
Placement Agent hereby agrees that it will indemnify and hold the
Company
and each officer, director, shareholder, employee or representative
of the
Company, and each person controlling, controlled by or under common
control with the Company within the meaning of Section 15 of the
1933 Act
or Section 20 of the 1934 Act or the Rules and Regulations, harmless
from
and against any and all loss, claim, damage, liability, cost or expense
whatsoever (including, but not limited to, any and all reasonable
legal
fees and other expenses and disbursements incurred in connection
with
investigating, preparing to defend or defending any action, suit
or
proceeding, including any inquiry or investigation, commenced or
threatened, or any claim whatsoever or in appearing or preparing
for
appearance as a witness in any action, suit or proceeding, including
any
inquiry, investigation or pretrial proceeding such as a deposition)
to
which the Company or such indemnified person of the Company may become
subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
or
any other federal or state law or regulation, common law or otherwise,
arising out of or based upon (i) the conduct of the Placement Agent
or its
officers, employees or representatives in willful violation of any
of such
laws and regulations while acting as Placement Agent for the Offering
or
(ii) the material breach of any representation, warranty, covenant
or
agreement made by the Placement Agent in this Agreement (iii) any
materially false or misleading information provided to the Company
by one
of the Placement Agent’s indemnified
persons.
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C.
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The
Investor hereby agrees that it will indemnify and hold the Placement
Agent
and each officer, director, shareholder, employee or representative
of the
Placement Agent, and each person controlling, controlled by or under
common control with the Placement Agent within the meaning of Section
15
of the 1933 Act or Section 20 of the 1934 Act or the Rules and
Regulations, harmless from and against any and all loss, claim, damage,
liability, cost or expense whatsoever (including, but not limited
to, any
and all reasonable legal fees and other expenses and disbursements
incurred in connection with investigating, preparing to defend or
defending any action, suit or proceeding, including any inquiry or
investigation, commenced or threatened, or any claim whatsoever or
in
appearing or preparing for appearance as a witness in any action,
suit or
proceeding, including any inquiry, investigation or pretrial proceeding
such as a deposition) to which the Placement Agent or such indemnified
person of the Placement Agent may become subject under the 1933 Act,
the
1934 Act, the Rules and Regulations, or any other federal or state
law or
regulation, common law or otherwise, arising out of or based upon
(i) the
conduct of the Investor or its officers, employees or representatives
in
its acting as the Investor for the Offering or (ii) the material
breach of
any representation, warranty, covenant or agreement made by the Investor
in this Agreement (iii) any false or misleading information provided
to
the Placement Agent by the Investor or one of the Investor’s indemnified
persons.
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D.
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The
Placement Agent hereby agrees that it will indemnify and hold the
Investor
and each officer, director, shareholder, employee or representative
of the
Investor, and controlling, controlled by or under common control
with the
Investor within the meaning of Section 15 of the 1933 Act or Section
20 of
the 1934 Act or the Rules and Regulations, harmless from and against
any
and all loss, claim, damage, liability, cost or expense whatsoever
(including, but not limited to, any and all reasonable legal fees
and
other expenses and disbursements incurred in connection with
investigating, preparing to defend or defending any action, suit
or
proceeding, including any inquiry or investigation, commenced or
threatened, or any claim whatsoever or in appearing or preparing
for
appearance as a witness in any action, suit or proceeding, including
any
inquiry, investigation or pretrial proceeding such as a deposition)
to
which the Investor or such indemnified person of the Investor may
become
subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
or
any other federal or state law or regulation, common law or otherwise,
arising out of or based upon (i) the conduct of the Placement Agent
or its
officers, employees or representatives in willful violation of any
of such
laws and regulations while acting as the Placement Agent for the
Offering
or (ii) the material breach of any representation, warranty, covenant
or
agreement made by the Placement Agent in this Agreement or (iii)
any false
or misleading information provided to the Investor by one of the
Placement
Agent’s indemnified persons.
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E.
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Promptly
after receipt by an indemnified party of notice of commencement of
any
action covered by Section 6(A), (B), (C) or (D), the party to be
indemnified shall, within five (5) business days, notify the indemnifying
party of the commencement thereof; the omission by one (1) indemnified
party to so notify the indemnifying party shall not relieve the
indemnifying party of its obligation to indemnify any other indemnified
party that has given such notice and shall not relieve the indemnifying
party of any liability outside of this indemnification if not materially
prejudiced thereby. In the event that any action is brought against
the
indemnified party, the indemnifying party will be entitled to participate
therein and, to the extent it may desire, to assume and control the
defense thereof with counsel chosen by it which is reasonably acceptable
to the indemnified party. After notice from the indemnifying party
to such
indemnified party of its election to so assume the defense thereof,
the
indemnifying party will not be liable to such indemnified party under
such
Section 6(A), (B), (C), or (D) for any legal or other expenses
subsequently incurred by such indemnified party in connection with
the
defense thereof, but the indemnified party may, at its own expense,
participate in such defense by counsel chosen by it, without, however,
impairing the indemnifying party’s control of the defense. Subject to the
proviso of this sentence and notwithstanding any other statement
to the
contrary contained herein, the indemnified party or parties shall
have the
right to choose its or their own counsel and control the defense
of any
action, all at the expense of the indemnifying party if, (i) the
employment of such counsel shall have been authorized in writing
by the
indemnifying party in connection with the defense of such action
at the
expense of the indemnifying party, or (ii) the indemnifying party
shall
not have employed counsel reasonably satisfactory to such indemnified
party to have charge of the defense of such action within a reasonable
time after notice of commencement of the action, or (iii) such indemnified
party or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional
to
those available to one or all of the indemnifying parties (in which
case
the indemnifying parties shall not have the right to direct the defense
of
such action on behalf of the indemnified party or parties), in any
of
which events such fees and expenses of one additional counsel shall
be
borne by the indemnifying party; provided, however, that the indemnifying
party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction
arising
out of the same general allegations or circumstance, be liable for
the
reasonable fees and expenses of more than one separate firm of attorneys
at any time for all such indemnified parties. No settlement of any
action
or proceeding against an indemnified party shall be made without
the
consent of the indemnifying party.
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F.
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In
order to provide for just and equitable contribution in circumstances
in
which the indemnification provided for in Section 6 is due in accordance
with its terms but is for any reason held by a court to be unavailable
on
grounds of policy or otherwise, the Company and the Placement Agent
and
the Investor shall contribute to the aggregate losses, claims, damages
and
liabilities (including legal or other expenses reasonably incurred
in
connection with the investigation or defense of same) which the other
may
incur in such proportion so that the Company, the Placement Agent
and the
Investor shall be responsible for such percent of the aggregate of
such
losses, claims, damages and liabilities as shall equal the percentage
of
the gross proceeds paid to each of them.; provided, however, that
no
person guilty of fraudulent misrepresentation within the meaning
of
Section 11(f) of the 1933 Act shall be entitled to contribution from
any
person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 6(F), any person controlling, controlled
by or
under common control with the Placement Agent, or any partner, director,
officer, employee, representative or any agent of any thereof, shall
have
the same rights to contribution as the Placement Agent and each person
controlling, controlled by or under common control with the Company
within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act
and each officer of the Company and each director of the Company
shall
have the same rights to contribution as the Company and each person
controlling, controlled by or under common control with the Investor
within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934
Act and each member of the general partner of the Investor shall
have the
same rights to contribution as the Company. Any party entitled to
contribution will, promptly after receipt of notice of commencement
of any
action, suit or proceeding against such party in respect of which
a claim
for contribution may be made against the other party under this Section
6(F), notify such party from whom contribution may be sought, but
the
omission to so notify such party shall not relieve the party from
whom
contribution may be sought from any obligation they may have hereunder
or
otherwise if the party from whom contribution may be sought is not
materially prejudiced thereby. The indemnity and contribution agreements
contained in this Section 6 shall remain operative and in full force
and
effect regardless of any investigation made by or on behalf of any
indemnified person or any termination of this
Agreement.
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A.
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Upon
the effectiveness of a registration statement in accordance with
the
Investment Agreement, the Placement Agent shall receive the opinions
of
Counsel to the Company and of the Investor, dated as of the date
thereof,
which opinion shall be in form and substance reasonably satisfactory
to
the Investor, the Company, their counsel and the Placement
Agent.
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B.
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At
or prior to the Closing, the Placement Agent shall have been furnished
such documents, certificates and opinions as it may reasonably require
for
the purpose of enabling them to review or pass upon the matters referred
to in this Agreement and the Offering Materials, or in order to evidence
the accuracy, completeness or satisfaction of any of the representations,
warranties or conditions herein
contained.
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C.
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At
and prior to the Closing, (i) there shall have been no material adverse
change nor development involving a prospective change in the condition
or
prospects or the business activities, financial or otherwise, of
the
Company from the latest dates as of which such condition is set forth
in
the Offering Materials; (ii) there shall have been no transaction,
not in
the ordinary course of business except the transactions pursuant
to the
Investment Agreement entered into by the Company which has not been
disclosed in the Offering Materials or to the Placement Agent in
writing;
(iii) except as set forth in the Offering Materials, the Company
shall not
be in default under any provision of any instrument relating to any
outstanding indebtedness for which a waiver or extension has not
been
otherwise received; (iv) except as set forth in the Offering Materials,
the Company shall not have issued any securities (other than those
to be
issued as provided in the Offering Materials) or declared or paid
any
dividend or made any distribution of its capital stock of any class
and
there shall not have been any change in the indebtedness (long or
short
term) or liabilities or obligations of the Company (contingent or
otherwise) and trade payable debt; (v) no material amount of the
assets of
the Company shall have been pledged or mortgaged, except as indicated
in
the Offering Materials; and (v) no action, suit or proceeding, at
law or
in equity, against the Company or affecting any of its properties
or
businesses shall be pending or threatened before or by any court
or
federal or state commission, board or other administrative agency,
domestic or foreign, wherein an unfavorable decision, ruling or finding
could materially adversely affect the businesses, prospects or financial
condition or income of the Company, except as set forth in the Offering
Materials.
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D.
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At
Closing, the Placement Agent shall receive a certificate of the Company
signed by an executive officer and chief financial officer, dated
as of
the applicable Closing, to the effect that the conditions set forth
in
subparagraph (C) above have been satisfied and that, as of the applicable
closing, the representations and warranties of the Company set forth
herein are true and correct.
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If
to
Placement Agent,
Instream
Partners LLC
000
Xxxxxxxxxx Xx., Xxxxx 0000
Xxx
Xxxxxxxxx, XX 00000
With
a
copy to:
Xxxx
Xxxxx LLP
Xxx
Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxxxxxxx, XX 00000
Attention:
Xxxxxx X. Xxxxx, Esq.
xxxxxx@xxxxxxxxx.xxx
If
to the
Company, to:
Getting
Ready Corporation
0000
Xxxxxxx Xxxxx
Xxxxxxxx,
XX 00000
Attention:
Xx.
Xxxxxxx Xxxx, CEO
Tel:
(941) 966-6955Fax: (000) 000-0000
With
a
copy to:
Xxxxx
X.
Xxxxxxx XX, P.A.
0000
Xxxxxxxx Xxx
Xxxx
Xxxxx, XX 00000
Attention:
Xxx Xxxxxxx, Esq.
xxx0xx@xxxxxxxx.xxx
Tel:
(000) 000-0000
Fax:
(000) 000-0000
If
to the
Investor:
Dutchess
Private Equities fund, LP
000
Xxxxxx Xx.
Xxxxxx,
XX 00000
Tel: (000)
000-0000
Fax: (000)
000-0000
or
to
such other address of which written notice is given to the others.
C. This
Agreement shall be governed by and construed in all respects under the laws
of
the State of Delaware, without reference to its conflict of laws rules or
principles. Any suit, action, proceeding or litigation arising out of or
relating to this Agreement shall be brought and prosecuted in such federal
or
state court or courts located within the Commonwealth of Massachusetts as
provided by law. The parties hereby irrevocably and unconditionally consent
to
the jurisdiction of each such court or courts located within the Commonwealth
of
Massachusetts and to service of process by registered or certified mail, return
receipt requested, or by any other manner provided by applicable law, and hereby
irrevocably and unconditionally waive any right to claim that any suit, action,
proceeding or litigation so commenced has been commenced in an inconvenient
forum.
D. This
Agreement and the other agreements referenced herein contain the entire
understanding between the parties hereto and may not be modified or amended
except by a writing duly signed by the party against whom enforcement of the
modification or amendment is sought.
E. If
any
provision of this Agreement shall be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision of this
Agreement.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
COMPANY:
GETTING
READY CORPORATION
By:
/s/Xxxxxxx Xxxx
Name: Xxxxxxx
Xxxx
Title: President
and CEO
PLACEMENT
AGENT:
INSTREAM
PARTNERS LLC
By:/s/Xxxxxxxxxxx
Xxxxxx
Name: Xxxxxxxxxxx
Xxxxxx
Title: Managing
Director
INVESTOR:
DUTCHESS
PRIVATE EQUITIES FUND, L.P.
BY
ITS
GENERAL PARTNER
DUTCHESS
CAPITAL MANAGEMENT, LLC
By:
/s/ Xxxxxxx
X. Xxxxxxxx
Name: Xxxxxxx
X. Xxxxxxxx
Title:
A
Managing Member