EXHIBIT 10.11
PRIVATE PLACEMENT AGREEMENT
BETWEEN:
LINES OVERSEAS MANAGEMENT LIMITED
00 Xxxxx Xxxxxx
X.X. Xxx XX 0000
Hamilton, Bermuda
("Lines")
OF THE ONE PART
-and-
thinWEB XXXXXXXXXXXX XXXXXXXXXXX
Xxxxx 000, Xxxxx 0
0 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxx
X0X 0X0
("ThinWEB")
OF THE OTHER PART
WHEREAS Lines is a registered broker-dealer with offices in Bermuda, Cayman
Islands and Guernsey.
AND WHEREAS ThinWEB and Lines have discussed an arrangement for Lines to make an
off-shore placement of securities of ThinWEB with certain institutions and high
net worth individuals ("the Private Placement");
AND WHEREAS Lines has agreed to raise for ThinWEB, on a best efforts basis, a
net amount of a minimum of $5 million USD.
IN CONSIDERATION of the mutual covenants hereinafter set out each party agrees
with the other as follows:
1. The Private Placement shall consist of equity in the form of a minimum of
1,000,000 units of ThinWEB securities. Each unit shall cost $5 USD and consist
of one share of common stock and one warrant to purchase an additional share for
a two-year period at $7 USD (the "unit"). ThinWEB agrees to use its best efforts
to file a Registration Statement with the SEC within 60 days of private
placement completion to register the private placement shares as free trading.
2. ThinWEB shall pay to Lines a commission equal to 5% of the total proceeds
of the private placement. At the option of Lines the commission may be taken in
units instead of cash.
3. Sale of the Private Placement units shall not commence until ThinWEB's SB-2
filing with the SEC has been declared effective and the sale of units may only
be made in those jurisdictions where Lines is a registered broker-dealer. Sale
of the units shall be subject to compliance with the US Securities Act of 1933,
as amended, and Regulation S thereunder and any applicable securities laws in
the jurisdictions where the units are sold.
4. Lines has agreed, in order to assist the financing of thinWeb's operations
until such time as the private placement is made, to advance by way of loan,
through its affiliate Gateway Research Management Group Ltd., up to $2 million
USD to thinWEB as required at the option of thinWEB. This amount may be repaid
to Lines out of the proceeds of the private placement. At the option of Lines
the $2 million (or such
lesser amount as shall have been advanced by Lines) can be applied towards the
private placement to take-down units. Lines shall also be entitled to a first
charge security on all of thinWEB's assets and to be paid interest on the credit
facility at 12% per annum.
5. Sale of the Private Placement units shall be open for a period of 2 weeks
following the effectiveness of ThinWEB's SB-2 or such other time period as the
parties otherwise agree. All documentation in connection with the Private
Placement and the units shall be subject to the approval of thinWEB.
6. This Agreement shall replace and supersede the Selling Agent Agreement
between the parties dated November 16, 1999. This Agreement shall replace and
supersede the Loan Agreement dated November 16, 1999 between thinWEB and Gateway
Research Management Group Ltd.
7. This Agreement shall be governed by the laws of the State of New York. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof, and may not be modified or amended except pursuant to
a writing signed by all parties. This Agreement is intended only for the benefit
of the parties hereto and shall not create any third party beneficiary rights.
IN WITNESS WHEREOF the parties have executed this Agreement this day of
January, 2000.
LINES OVERSEAS MANAGEMENT LIMITED
per:_________________________________
thinWEB TECHNOLOGIES CORPORATION
per:_________________________________
