Exhibit No. 10.15
Exhibit No. 10.15
Xxxx
X. Xxxxxxxxxxx Associates, Inc. Member FINRA, MSRB, SIPC
CONFIDENTIAL
June 30,
2008
Xx. Xxxxx
X. Xxxxxx
Chairman
of the Board, President & Chief Executive Officer
Blackhawk
Capital Group BDC, Inc.
00 Xxxx
Xxxxxx, Xxxxx 0000X
New York,
NY 10005
Dear Xx.
Xxxxxx,
This
letter confirms that the Agreement previously executed between Blackhawk Capital
Group BDC, Inc. (“Blackhawk”) and Xxxx X. Xxxxxxxxxxx Associates, Inc.
(“Xxxxxxxxxxx”) dated April 9, 2008 expired on June 18, 2008
(“Agreement”). This letter further confirms that Xxxxxxxxx agrees to
‘grandfather’ the placement fees stipulated in the Agreement due to any
investors introduced to the Blackhawk Regulation E Offering prior to the
expiration of the Agreement (the “Investors”).
In return
for Xxxxxxxxxxx’x services in the placement of the Securities to Investors, the
Company has agreed to pay Xxxxxxxxxxx the Financing Fee of any Securities placed
by Xxxxxxxxxxx as placement agent in connection with the Company's Regulation E
Offering (the "Offering") of $5 million in common stock ("Securities") to
qualified institutional buyers (“QIB”).
In
connection with this Engagement, Xxxxxxxxxxx solicited interest in the Offering
from a number of Investors, including Xxxxxx Capital Inc., a Delaware based
equity fund, Bridge Harbor Capital Management LLC, a New York-Based hedge fund
with Xxxxxx X. Xxxxxx, Xx. as President, Chief Executive Officer and Portfolio
Manager. Xxxxxx Capital and Bridge Harbor qualify as QIB Investors and both have
decided to participate in the Offering by investing $250,000.
Subsequent
to that investment decision by Bridge Harbor, Xx. Xxxxxx decided to invest
$250,000 from his personal IRA at E-Trade. Xx. Xxxxxx is a New York Resident and
acts as a Fiduciary of both his hedge fund and his personal IRA. However, he
does not meet the requirements of a QIB investor; he meets the Regulation D
requirements under the private placement rules.
Since Xx.
Xxxxxx would be investing as a Regulation D investor instead of a QIB under such
circumstances as described herein, this letter confirms that Xxxxxxxxxxx may
collect placement fees for Xx. Xxxxxx’x personal investment.
Xxxxxxxxxxx
will notify Blackhawk if any other Investor solicited by Xxxxxxxxxxx decides to
participate in the Offering prior to Closing, and Xxxxxxxxx agrees that
Xxxxxxxxxxx will be entitled to the Financing Fees of any Securities placed by
Xxxxxxxxxxx with those Investors.
Please
acknowledge your agreement with this letter by affixing your signature
below.
Very
truly yours,
/s/ Xxxx
X. Xxxxxxxxxxx
________________________________________________
Xxxx X.
Xxxxxxxxxxx
President
Accepted
and agreed to as of June 30, 2008
BLACKHAWK
CAPITAL GROUP BDC, INC.
/s/
Xxxxx. X. Xxxxxx
________________________________________________
Xx. Xxxxx
X. Xxxxxx
Chairman
of the Board & President
00 Xxxx
Xxxxxx • 20th Floor • New York, NY 10005 • Phone 000 000-0000 • Fax 000-000-0000
• xxx.xxxxxxx.xxx