EXHIBIT 10.39
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August ___, 2001
Yorkville Advisors Management, LLC
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxx
RE: PURCHASE OF CONVERTIBLE DEBENTURES
Dear Xx. Xxxxxx:
Celerity Systems, Inc. (the "COMPANY") desires to raise gross proceeds of
$1,500,000 from the sale of convertible debentures. Yorkville Advisors
Management, LLC (the "Consultant") has agreed to assist the Company in raising
such proceeds on the terms and conditions set forth herein.
1. CONSULTING AGREEMENT. On the date hereof, the Company and the Consultant
shall enter into a consulting agreement pursuant to which the Consultant will
provide certain financial consulting services as more particularly described
therein.
2. FEES. From the gross proceeds the Consultant shall be paid (a) $470,000
for the services described in the Consulting Agreement, plus (b) a fee of 14% of
the gross proceeds (i.e., a total of $210,000 if gross proceeds of $1,500,000
are raised). In addition, the Company shall issue a warrant to the Consultant to
purchase up to 2,500,000 shares of the Company's common stock at an exercise
price of $0.10 per share.
This letter may be executed in any number of counterparts, all of which
shall be deemed an original, and all of which shall constitute one and the same
instrument. This letter shall be accepted, effective and binding, for all
purposes, when the parties shall have signed and transmitted to each other, by
telecopier or otherwise, copies of this letter. In the event of any litigation
arising hereunder, the prevailing party or parties shall be entitled to recover
its or their reasonable attorneys' fees and court costs from the other party or
parties, including the costs of bringing such litigation and collecting upon any
judgments. This letter shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, legal representatives,
trustees, successors and assigns.
If the foregoing correctly sets forth the terms of our agreement, please
sign this letter on the line provided below, whereupon it will constitute a
binding agreement between us.
Very truly yours,
CELERITY SYSTEMS, INC.
By:
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Name:
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Title:
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Xxxxxx and accepted on
August ___, 2001:
YORKVILLE ADVISORS MANAGEMENT, LLC
By:
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Name:
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Title:
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