Amendment (the "Amendment")
to
Agreement Dated May 6, 1998
between
Cardiovascular Laboratories, Inc
and
Xxxxxxx Xxxx & Company, LLC
(the "Agreement")
Whereas Cardiovascular Laboratories, Inc. ("CLI"), a Nevada corporation, wishes
to amend the Agreement to reflect CLI's intention to more fully engage and
compensate Xxxxxxx Xxxx & Company, LLC (the "Advisor") in an effort to raise
equity financing for CLI and,
Whereas the Advisor wishes to amend the Agreement to reflect the Advisor's
intention to secure such financing for CLI and to further define the
compensation the Advisor shall receive for such financing efforts,
Now therefore, intending to be legally bound hereby, the parties agree to amend
the Agreement by replacing the original Section 4 of the Agreement in its
entirety with the following amended Section 4:
4. The Advisor shall use its best efforts to complete an equity financing with
net cash proceeds to CLI of not less than $600,000 nor more than $750,000
(the "Equity Financing") as more fully described in this Section 4.
a. The Equity Financing shall be a transaction whereby CLI sells equity
securities, or securities that contain an equity component to an
investor or a group of investors (hereinafter referred to singularly
as an :Investor" or collectively as "Investors"). While CLI would
prefer to sell shares of its common stock to the Investor or
Investors, CLI recognizes that the Equity Financing may consist of a
sale of securities that may include, but is not limited to other
securities or combination of securities that include a common stock
equivalent component. Common stock equivalents include, without
limitation, securities that convert into shares of common stock, are
exchangeable for shares of common stock, or confer a right or
privilege to an Investor or Investors to otherwise acquire shares of
common stock.. An Equity Financing shall not be deemed to have taken
place if it consists solely of the sale of debt securities without an
common stock equity equivalent component.
b. Compensation for the Advisor's services shall consist of a fee of 10%
of the gross amount of proceeds of any Equity Financing consummated by
CLI during the term of the Agreement, regardless of whether such
Investor was introduced by the Advisor or otherwise. This 10% fee
shall be payable to the Advisor at the closing from the proceeds of
the Equity Financing.
c. Additional compensation for the Advisor's services shall consist of a
total of up to 250,000 shares of CLI unregistered common stock to be
paid as follows:
(i) 50,000 shares of CLI unregistered common stock to be issued upon
execution of this Agreement,
(ii) 200,000 shares of unregistered CLI common stock upon the closing
of an Equity Financing at a per share common equivalent price
equal to or greater than $0.25. ,
(iii) If CLI, fails to accept the terms of a proposed Equity Financing
(the "Proposed Equity Financing") with a per share common
equivalent price equal to or greater than $0.25, and net proceeds
to CLI equal to or greater than $600,000, then CLI
shall pay to the Advisor a rejection fee (the "Rejection Fee")
equal to 200,000 shares of CLI's unregistered common stock
provided, however, that the Proposed Equity Financing consists of
a written offer directly from the Investor or Investors and is
accompanied by written confirmation from the Advisor stating
that, in the Advisor's professional opinion, the Proposed Equity
Financing is being made by an Investor or Investors who have both
the wherewithal and intention of proceeding to close an Equity
Financing within 60 days of the date of the written offer of
Proposed Equity Financing.
(iv) All shares of common stock issued as compensation to the Advisor
pursuant to the Agreement shall be subject to full piggyback
registration rights subject to underwriter's limitation should
such registration include an underwriter for the purposes of
registration of shares for sale to public investors.
Accepted and Agreed to:
Cardiovascular Laboratories, Inc.
/s/ Xxxxxxx X. Xxxxxxxxxx December 15, 1998
------------------------- -----------------
Xxxxxxx X. Xxxxxxxxxx Date Signed
Xxxxxxx Xxxx & Company, LLC
/s/ Xxxxx X. Xxxxxxx, III December 15, 1998
------------------------- -----------------
Xxxxx X. Xxxxxxx, III Date Signed
/s/ Xxxxxxx X. Xxxx December 15, 1998
------------------- -----------------
Xxxxxxx X. Xxxx Date Signed
