Indirect Primary Offering Agreement
THIS
AGREEMENT dated as of the 4th day of
February 2010 (the “Agreement”) between Crisnic Fund, S.A., (the “Investor”),
and Marketing Worldwide Corporation, a corporation organized and existing under
the laws of the State of Delaware (the “Company”).
NOW,
THEREFORE, the parties hereto agree as follows:
ARTICLE
I.
Section
1.1. “Advance” shall mean the portion of the
Commitment Amount requested by the Company in the Advance Notice.
Section
1.2. “Advance Date” shall mean the first (1st)
Trading Day after expiration of the applicable Pricing Period for each
Advance.
Section
1.3. “Advance Notice” shall mean a written notice
in the form of Exhibit A attached hereto to the Investor executed by an officer
of the Company and setting forth the Advance amount that the Company requests
from the Investor.
Section
1.4. “Advance Notice Date” shall mean each date the
Company delivers (in accordance with Section 2.2(b) of this Agreement) to the
Investor an Advance Notice requiring the Investor to advance funds to the
Company, subject to the terms of this Agreement. No Advance Notice
Date shall be less than five (5) Trading Days after the prior Advance Notice
Date.
Section
1.5. “Closing” shall mean one of the closings of a
purchase and sale of Common Stock pursuant to Section 2.3.
Section
1.6. “Commitment Amount” shall mean the aggregate
amount of up to One Million Five Hundred Thousand Dollars ($1,500,000) which the
Investor has agreed to provide to the Company in order to purchase the Company’s
Common Stock pursuant to the terms and conditions of this
Agreement.
Section
1.7. “Commitment Period” shall mean the period
commencing on the earlier to occur of (i) the Effective Date, or (ii) such
earlier date as the Company and the Investor may mutually agree in writing, and
expiring on the earliest to occur of (x) the date on which the Investor shall
have made payment of Advances pursuant to this Agreement in the aggregate amount
of the Commitment Amount, (y) the date this Agreement is terminated pursuant to
Section 10.2 or (z) the date occurring twenty four (24) months after the
Effective Date.
Section
1.8. “Common Stock” shall mean the Company’s common
stock, par value $0.001 per share.
Section
1.9. “Condition Satisfaction Date” shall have the meaning set
forth in Section 7.2.
Section
1.10. “Damages” shall mean any loss, claim, damage, liability,
costs and expenses (including, without limitation, reasonable attorney’s fees
and disbursements and costs and expenses of expert witnesses and
investigation).
Section
1.11. “Effective Date” shall mean the date on which the SEC
first declares effective a Registration Statement registering the resale of the
Registrable Securities as set forth in Section 7.2(a).
Section
1.12. “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder.
Section
1.13. “Material Adverse Effect” shall mean any condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to enter into and perform any of its obligations
under this Agreement or the Registration Rights Agreement in any material
respect.
Section
1.14. “Market Price” shall mean the VWAP of the Common Stock
during the Pricing Period as defined by Bloomberg.
Section
1.15. “Maximum Advance Amount” shall be Five Hundred Thousand
Dollars ($500,000)
per Advance Notice, but in no case more than One Million Dollars ($1,000,000) in
any thirty-day (30) calendar period.
Section
1.16. “NASD” shall mean the National Association of Securities
Dealers, Inc.
Section
1.17. “Person” shall mean an individual, a corporation, a
partnership, an association, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality
thereof.
Section
1.18. “Pricing Period” shall mean the five (5) consecutive
Trading Days after the Advance Notice Date subject to any reduction pursuant to
Section 2.2(c).
Section
1.19. “Principal Market” shall mean the Nasdaq National Market,
the Nasdaq Capital Market, the American Stock Exchange, the OTC Bulletin Board
or the New York Stock Exchange, whichever is at the time the principal trading
exchange or market for the Common Stock.
Section
1.20. “Purchase Price” shall be set at one hundred percent
(100%) of the Market Price during the Pricing Period.
Section
1.21. “Registrable Securities” shall mean the shares of Common
Stock to be issued hereunder (i) in respect of which the Registration Statement
has not been declared effective by the SEC, (ii) which have not been sold under
circumstances meeting all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the Securities Act (“Rule 144”) or (iii)
which have not been otherwise transferred to a holder who may trade such shares
without restriction under the Securities Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a
restrictive legend.
Section
1.22. “Registration Rights Agreement” shall mean the
Registration Rights Agreement substantially in the form annexed hereto as
Exhibit B, regarding the filing of the Registration Statement for the resale of
the Registrable Securities, entered into between the Company and the
Investor.
Section
1.23. “Registration Statement” shall mean a registration
statement on Form S-1 or SB-2 (if use of such form is then available to the
Company pursuant to the rules of the SEC and, if not, on such other form
promulgated by the SEC for which the Company then qualifies and which counsel
for the Company shall deem appropriate, and which form shall be available for
the resale of the Registrable Securities to be registered thereunder in
accordance with the provisions of this Agreement and the Registration Rights
Agreement, and in accordance with the intended method of distribution of such
securities), for the registration of the resale by the Investor of the
Registrable Securities under the Securities Act.
Section
1.24. “Regulation D” shall have the meaning set forth in the
recitals of this Agreement.
Section
1.25. “SEC” shall mean the United States Securities and
Exchange Commission.
Section
1.26. “Securities Act” shall have the meaning set forth in the
recitals of this Agreement.
Section
1.27. “SEC Documents” shall mean Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statements
of the Company as supplemented to the date hereof, filed by the Company for a
period of at least twelve (12) months immediately preceding the date hereof or
the Advance Date, as the case may be, until such time as the Company no longer
has an obligation to maintain the effectiveness of a Registration Statement as
set forth in the Registration Rights Agreement.
Section
1.28. “Trading Day” shall mean any day during which the New
York Stock Exchange shall be open for business.
Section
1.29. “VWAP” shall mean the volume weighted average price of
the Company’s Common Stock as quoted by Bloomberg, LP.
ARTICLE
II.
Subject
to the terms and conditions of this Agreement (including, without limitation,
the provisions of Article VII hereof), the Company, at its sole and exclusive
option, may issue and sell to the Investor, and the Investor shall purchase from
the Company, shares of the Company’s Common Stock by the delivery, in the
Company’s sole discretion, of Advance Notices. The number of shares
of Common Stock that the Investor shall purchase pursuant to each Advance shall
be determined by dividing the amount of the Advance by the Purchase Price. No
fractional shares shall be issued. Fractional shares shall be rounded to the
next higher whole number of shares. The aggregate maximum amount of
all Advances that the Investor shall be obligated to make under this Agreement
shall not exceed the Commitment Amount.
(i) The
Company shall deliver to the Investor the shares of Common Stock applicable to
the Advance in accordance with Section 2.3. The certificates
evidencing such shares shall be free of restrictive legends.
(ii) the
Company’s Registration Statement with respect to the resale of the shares of
Common Stock delivered in connection with the Advance shall have been declared
effective by the SEC;
(iii) the
Company shall have obtained all material permits and qualifications required by
any applicable state for the offer and sale of the Registrable Securities, or
shall have the availability of exemptions therefrom. The sale and
issuance of the Registrable Securities shall be legally permitted by all laws
and regulations to which the Company is subject;
(iv) the
Company shall have filed with the SEC in a timely manner all reports, notices
and other documents required of a “reporting company” under the Exchange Act and
applicable Commission regulations;
(v) the
fees as set forth in Section 12.4 below shall have been paid or can be withheld
as provided in Section 2.3; and
(vi) the
Company’s transfer agent shall be DWAC eligible.
ARTICLE
III.
Investor
hereby represents and warrants to, and agrees with, the Company that the
following are true and correct as of the date hereof and as of each Advance
Date:
ARTICLE
IV.
Except as
stated below, on the disclosure schedules attached hereto or in the SEC
Documents (as defined herein), the Company hereby represents and warrants to,
and covenants with, the Investor that the following are true and correct as of
the date hereof:
ARTICLE
V.
The Investor and the Company represent
to the other the following with respect to itself:
(a) In
consideration of the Investor’s execution and delivery of this Agreement, and in
addition to all of the Company’s other obligations under this Agreement, the
Company shall defend, protect, indemnify and hold harmless the Investor, and all
of its officers, directors, partners, employees and agents (including, without
limitation, those retained in connection with the transactions contemplated by
this Agreement) (collectively, the “Investor Indemnitees”) from and against any
and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Investor Indemnitee is a party to the action
for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by
the Investor Indemnitees or any of them as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or
warranty made by the Company in this Agreement or the Registration Rights
Agreement or any other certificate, instrument or document contemplated hereby
or thereby, (b) any breach of any covenant, agreement or obligation of the
Company contained in this Agreement or the Registration Rights Agreement or any
other certificate, instrument or document contemplated hereby or
thereby, or (c) any cause of action, suit or claim brought or made against such
Investor Indemnitee not arising out of any action or inaction of an Investor
Indemnitee, and arising out of or resulting from the execution, delivery,
performance or enforcement of this Agreement or any other instrument, document
or agreement executed pursuant hereto by any of the Investor
Indemnitees. To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law.
(b) In
consideration of the Company’s execution and delivery of this Agreement, and in
addition to all of the Investor’s other obligations under this Agreement, the
Investor shall defend, protect, indemnify and hold harmless the Company and all
of its officers, directors, shareholders, employees and agents (including,
without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the “Company Indemnitees”) from
and against any and all Indemnified Liabilities incurred by the Company
Indemnitees or any of them as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the
Investor in this Agreement, the Registration Rights Agreement, or any instrument
or document contemplated hereby or thereby executed by the Investor, (b) any
breach of any covenant, agreement or obligation of the Investor(s) contained in
this Agreement, the Registration Rights Agreement or any other certificate,
instrument or document contemplated hereby or thereby executed by the Investor,
or (c) any cause of action, suit or claim brought or made against such Company
Indemnitee based on misrepresentations or due to a breach by the Investor and
arising out of or resulting from the execution, delivery, performance or
enforcement of this Agreement or any other instrument, document or agreement
executed pursuant hereto by any of the Company Indemnitees. To the extent that
the foregoing undertaking by the Investor may be unenforceable for any reason,
the Investor shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities, which is permissible under applicable
law.
(c) The
obligations of the parties to indemnify or make contribution under this Section
5.1 shall survive termination.
ARTICLE
VI.
ARTICLE
VII.
Conditions
for Advance and Conditions to Closing
Section
7.1. Conditions Precedent to the
Obligations of the Company. The obligation hereunder of the
Company to issue and sell the shares of Common Stock to the Investor incident to
each Closing is subject to the satisfaction, or waiver by the Company, at or
before each such Closing, of each of the conditions set forth
below.
(a) Accuracy of the Investor’s
Representations and Warranties. The representations and
warranties of the Investor shall be true and correct in all material
respects.
(b) Performance by the
Investor. The Investor shall have performed, satisfied and
complied in all respects with all covenants, agreements and conditions required
by this Agreement and the Registration Rights Agreement to be performed,
satisfied or complied with by the Investor at or prior to such
Closing.
Section
7.2. Conditions Precedent to the
Right of the Company to Deliver an Advance Notice. The right
of the Company to deliver an Advance Notice is subject to the fulfillment by the
Company, on such Advance Notice (a “Condition Satisfaction Date”), of each of
the following conditions:
(a) Registration of the Common
Stock with the SEC. The Company shall have filed with the SEC
a Registration Statement with respect to the resale of the Registrable
Securities in accordance with the terms of the Registration Rights
Agreement. As set forth in the Registration Rights Agreement, the
Registration Statement shall have previously become effective and shall remain
effective on each Condition Satisfaction Date and (i) neither the Company nor
the Investor shall have received notice that the SEC has issued or intends to
issue a stop order with respect to the Registration Statement or that the SEC
otherwise has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, or intends or has threatened to do
so (unless the SEC’s concerns have been addressed and the Investor is reasonably
satisfied that the SEC no longer is considering or intends to take such action),
and (ii) no other suspension of the use or withdrawal of the effectiveness of
the Registration Statement or related prospectus shall exist. The
Registration Statement must have been declared effective by the SEC prior to the
first Advance Notice Date.
(b) Authority. The
Company shall have obtained all permits and qualifications required by any
applicable state in accordance with the Registration Rights Agreement for the
offer and sale of the shares of Common Stock, or shall have the availability of
exemptions therefrom. The sale and issuance of the shares of Common
Stock shall be legally permitted by all laws and regulations to which the
Company is subject.
(c) Fundamental Changes.
There shall not exist any fundamental changes to the information set forth in
the Registration Statement which would require the Company to file a
post-effective amendment to the Registration Statement.
(d) Performance by the
Company. The Company shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions
required by this Agreement and the Registration Rights Agreement to be
performed, satisfied or complied with by the Company at or prior to each
Condition Satisfaction Date.
(e) No
Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction that
prohibits or directly and adversely affects any of the transactions contemplated
by this Agreement, and no proceeding shall have been commenced that may have the
effect of prohibiting or adversely affecting any of the transactions
contemplated by this Agreement.
(f) No Suspension of Trading in
or Delisting of Common Stock. The trading of the Common Stock
is not suspended by the SEC or the Principal Market (if the Common Stock is
traded on a Principal Market). The issuance of shares of Common Stock
with respect to the applicable Closing, if any, shall not violate the
shareholder approval requirements of the Principal Market (if the Common Stock
is traded on a Principal Market). The Company shall not have received
any notice threatening the continued listing of the Common Stock on the
Principal Market (if the Common Stock is traded on a Principal
Market).
(g) Not
used
(h) No
Knowledge. The Company has no knowledge of any event which
would be more likely than not to have the effect of causing such Registration
Statement to be suspended or otherwise ineffective.
(i) Executed Advance
Notice. The Investor shall have received the Advance Notice
executed by an officer of the Company and the representations contained in such
Advance Notice shall be true and correct as of each Condition Satisfaction
Date.
ARTICLE
VIII.
Due
Diligence Review; Non-Disclosure of Non-Public Information
Section
8.1 Due Diligence
Review. Prior to the filing of the Registration Statement the
Company shall make available for inspection and review by the Investor, advisors
to and representatives of the Investor, any underwriter participating in any
disposition of the Registrable Securities on behalf of the Investor pursuant to
the Registration Statement, any such registration statement or amendment or
supplement thereto or any blue sky, NASD or other filing, all financial and
other records, all SEC Documents and other filings with the SEC, and all other
corporate documents and properties of the Company as may be reasonably necessary
for the purpose of such review, and cause the Company’s officers, directors and
employees to supply all such information reasonably requested by the Investor or
any such representative, advisor or underwriter in connection with such
Registration Statement (including, without limitation, in response to all
questions and other inquiries reasonably made or submitted by any of them),
prior to and from time to time after the filing and effectiveness of the
Registration Statement for the sole purpose of enabling the Investor and such
representatives, advisors and underwriters and their respective accountants and
attorneys to conduct initial and ongoing due diligence with respect to the
Company and the accuracy of the Registration Statement.
(a) The
Company covenants and agrees that it shall refrain from disclosing, and shall
cause its officers, directors, employees and agents to refrain from disclosing,
any material non-public information to the Investor without also disseminating
such information to the public, unless prior to disclosure of such information
the Company identifies such information as being material non-public information
and provides the Investor with the opportunity to accept or refuse to accept
such material non-public information for review.
(b) Nothing
herein shall require the Company to disclose non-public information to the
Investor or its advisors or representatives, and the Company represents that it
does not disseminate non-public information to any investors who purchase stock
in the Company in a public offering, to money managers or to securities
analysts, provided, however, that notwithstanding anything herein to the
contrary, the Company will, as hereinabove provided, immediately notify the
advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose
the specific event or circumstance) of which it becomes aware, constituting
non-public information (whether or not requested of the Company specifically or
generally during the course of due diligence by such persons or entities),
which, if not disclosed in the prospectus included in the Registration Statement
would cause such prospectus to include a material misstatement or to omit a
material fact required to be stated therein in order to make the statements,
therein, in light of the circumstances in which they were made, not
misleading. Nothing contained in this Section 8.2 shall be construed
to mean that such persons or entities other than the Investor (without the
written consent of the Investor prior to disclosure of such information) may not
obtain non-public information in the course of conducting due diligence in
accordance with the terms of this Agreement and nothing herein shall prevent any
such persons or entities from notifying the Company of their opinion that based
on such due diligence by such persons or entities, that the Registration
Statement contains an untrue statement of material fact or omits a material fact
required to be stated in the Registration Statement or necessary to make the
statements contained therein, in light of the circumstances in which they were
made, not misleading.
ARTICLE
IX.
Section
9.1. Governing
Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Michigan without regard to the
principles of conflict of laws. The parties further agree that any
action between them shall be heard in Michigan, and expressly consent to the
jurisdiction and venue of the Superior Court of County, sitting in Michigan, and
the United States District Court of County, sitting in, Michigan, for the
adjudication of any civil action asserted pursuant to this
paragraph.
ARTICLE
X.
(a) The
obligations of the Investor to make Advances under Article II hereof shall
terminate thirty (30) months after the Effective Date.
(b) The
obligation of the Investor to make an Advance to the Company pursuant to this
Agreement shall terminate permanently (including with respect to an Advance Date
that has not yet occurred) in the event that (i) there shall occur any stop
order or suspension of the effectiveness of the Registration Statement for an
aggregate of fifty (50) Trading Days, other than due to the acts of the
Investor, during the Commitment Period, or (ii) the Company shall at any time
fail materially to comply with the requirements of Article VI and such failure
is not cured within thirty (30) days after receipt of written notice from the
Investor, provided, however, that this termination provision shall not apply to
any period commencing upon the filing of a post-effective amendment to such
Registration Statement and ending upon the date on which such post effective
amendment is declared effective by the SEC.
(c) The
Company may terminate this Agreement by providing the Investor thirty (30) days
(the “Notice Period”) advance written notice. The Investor
shall not be obligated to accept any Advance Notices during the Notice
Period. Upon termination of this Agreement the Company shall
have no further obligations to the Investor under this Agreement or the
Registration Rights Agreement, provided however the Company shall remain
obligated to Comply with its obligations under Section 3 of the Registration
Rights Agreement and any and all related obligations during such time as the
Investor has sold all of the Registrable Securities, as this term is defined in
the Registration Rights Agreement.
ARTICLE
XI.
If to the
Company, to:
Marketing
Worldwide Corporation
0000
Xxxxx Xxxxxxxx Xxxxx
Xxxxxx,
XX 00000
Attention: Xxx
Xxxxx
Telephone: 000-000-0000
Facsimile:
With a
copy to:
Weed
& Co. LLP
0000
XxxXxxxxx Xxxxx, XXX 0000
Xxxxxxx
Xxxxx, XX 00000-0000
Attention:
Xxxx Xxxx
Telephone:
000.000.0000
Facsimile: 949.475.9087
If to the
Investor(s):
Crisnic
Fund, S.A X/X
Xxxxxxxx
Xxxxxxxx Xxx Xxxxx Xxxxxx Xxxxxx
Xxx Xxxx,
Xxxxx Xxxx
Attention: Xxxxxxx
Xxxxxxx
Portfolio
Manager
Telephone: (000)
0000-0000
Facsimile: (000)
0000-0000
With a
Copy (which shall not constitute notice) to:
Xxxxxx
& Xxxxxxxxx LLP
000
Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxxxxx X. Xxxxxx
Telephone: (000)
000-0000 Ext 21
Facsimile (000)
000-0000
Each
party shall provide five (5) days’ prior written notice to the other party of
any change in address or facsimile number.
ARTICLE
XII.
|
|
(a)
|
Expense
Fee. Each of the parties shall pay its own fees and
expenses (including the fees of any attorneys, accountants, appraisers or
others engaged by such party) in connection with this Agreement and the
transactions contemplated hereby, except that the Company shall pay an Due
Diligence Expense Fee of Five Thousand Dollars ($5,000) in cash and issue
90,000 Common Shares under a compensation plan that is registered pursuant
to Form S-8 to Xxxxxx & Xxxxxxxxx LLP, Investor’s
counsel.
|
|
|
(b)
|
Shares. Company
shall issue to Investor 600,000 (Six Hundred Thousand) shares of
Restricted Common Stock, of which 200,000 will be released to the Investor
within three business days after the execution of this Agreement and the
balance will be placed in escrow with Xxxxxx & Xxxxxxxxx, LLP with
instructions to release the balance to investor in four weekly
installments of 100,000 on each Monday commencing one week after the
initial 200,000 shares are released. The shares of Common Stock
issued
|
|
|
(c)
|
Commitment
Fees. On each Advance Date the Company shall pay to the Investor,
directly out of the gross proceeds of each Advance, an amount equal to one
percent (1%) of the amount of each Advance. The Company hereby
agrees that if such payment, as is described above, is not made by the
Company on the Advance Date, such payment shall be made as outlined and
mandated by Section 2.3 of this
Agreement.
|
IN
WITNESS WHEREOF, the parties hereto have caused this Indirect Primary Offering
Agreement to be executed by the undersigned, thereunto duly authorized, as of
the date first set forth above.
|
COMPANY:
|
||
|
Marketing
Worldwide Corporation
|
||
|
By:
|
||
|
/s/
Xxxxx Xxxxx
|
||
|
Name:
|
Xxxxx
Xxxxx
|
|
|
Title:
|
CFO
|
|
|
INVESTOR: Crisnic
Fund, S.A.
|
||
|
By:
|
||
|
/s/
Xxxxxxx Xxxxxxx
|
||
|
Name:
|
Xxxxxxx
Xxxxxxx
|
|
|
Title:
|
Portfolio
Manager
|
|
EXHIBIT
A
ADVANCE
NOTICE
Marketing
Worldwide Corporation
The
undersigned, Xxxxx Xxxxx, hereby certifies, with respect to the sale of shares
of Common Stock of Marketing Worldwide Corporation (the “Company”) issuable in
connection with this Advance Notice, delivered pursuant to the Indirect Primary
Offering Agreement (the “Agreement”), as follows:
1. The
undersigned is the duly elected Chief Financial Officer of the
Company.
2. There
are no fundamental changes to the information set forth in the Registration
Statement which would require the Company to file a post effective amendment to
the Registration Statement.
3. The
Company has performed in all material respects all covenants and agreements to
be performed by the Company and has complied in all material respects with all
obligations and conditions contained in the Agreement on or prior to the Advance
Notice Date, and shall continue to perform in all material respects all
covenants and agreements to be performed by the Company through the applicable
Advance Date. All conditions to the delivery of this Advance Notice
are satisfied as of the date hereof.
4. The
undersigned hereby represents, warrants and covenants that it has made all
filings (“SEC Filings”) required to be made by it pursuant to applicable
securities laws (including, without limitation, all filings required under the
Securities Exchange Act of 1934, which include Forms 10-Q or 10-QSB, 00-X xx
00-XXX, 0-X, xxx.). All SEC Filings and other public disclosures made
by the Company, including, without limitation, all press releases, analysts
meetings and calls, etc. (collectively, the “Public Disclosures”), have been
reviewed and approved for release by the Company’s attorneys and, if containing
financial information, the Company’s independent certified public
accountants. None of the Company’s Public Disclosures contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
5. The
Advance requested is _____________________.
The
undersigned has executed this Certificate this ____ day
of _________________.
Marketing
Worldwide Corporation
|
By:
|
|
Name:
|
|
Title:
|
If
Returning This Advance Notice via Facsimile Please Send To: (___)
___-____
If by
Mail, via Federal Express
To: ______________________________________