AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT
This Amendment No.1 is made as of May 25, 2004, by and between Xxxxxx
Associates L.P. ("PLACEMENT AGENT") and Universal Detection Technology ("UDT").
Reference is made to that certain Placement Agency Agreement dated as of
April 29, 2004 (the "ORIGINAL AGREEMENT") by and between Placement Agent and
UDT. All terms not otherwise defined herein shall have the meanings ascribed to
them in the Original Agreement. Placement Agent and UDT hereby amend the
Original Agreement as follows:
1. Section 2(b) of the Original Agreement is hereby amended to reflect
that the Offering may be increased by another additional $1,000,000 so
that the total potential increase may be $2,000,000.
2. Section 5 of the Original Agreement is hereby amended to add a new
section (d) as follows:
(d) In the event that subscriptions of $2,000,000 are received and
accepted, then the Placement Agent and the Company shall enter
into a Financial Consulting Agreement, substantially in the form
of Exhibit A annexed hereto, providing for a monthly payment to
the Placement Agent of $5,000 per month for term of one year.
Further, in the event that subscriptions in the amount of
$2,500,000 or more are receive and accepted, then the term of the
Consulting Agreement shall be 18 months and the monthly fee shall
be $7,500.
3. UDT hereby agrees that in the event that subscriptions of $2,500,000
are received and accepted, then the Placement Agent shall have the
right to have one of its representatives be present at all of UDT's
board of director (the "BOARD") meetings for a period of one year from
the final closing date of the Offering; PROVIDED, HOWEVER, that in the
event that the Board intends to discuss or vote upon any matter in
which the Placement Agent has a material business or financial
interest (other than by reason of its interests as a stockholder of
the UDT), the Placement Agent's designated representative may be
excluded from that portion of the meeting by a vote of a majority of
the directors present. In addition, UDT reserves the right to exclude
such representative from access to any meeting or portion thereof
(including any documents or other materials related thereto) if UDT
believes upon advice of counsel that such exclusion is reasonably
necessary to preserve the attorney-client privilege or to protect
confidential proprietary information. The Placement Agent hereby
agrees that any proprietary information obtained by it and/or its
observer in connection with such observer's attendance at Board
meetings shall be held in confidence and will not be disclosed by the
Placement Agent, except to the extent otherwise required by law and
any other regulatory process to which the Placement Agent is subject,
and will not be used except for purposes of participating in Board
meetings.
4. UDT hereby agrees that the Placement Agent has the right, in its
capacity as a placement agent of UDT, to nominate to UDT a candidate
for the Board at UDT's next annual shareholder meeting. The Board
shall have sole discretion exercised in good faith in determining
whether the
candidate nominated by the Placement Agent to UDT will be nominated by
the Board and named as a director nominee in the proxy statement for
UDT's next annual shareholder meeting.
5. Except as provided herein, all other terms and conditions of the
Original Agreement shall remain in full force and effect.
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This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement.
IN WITNESS WHEREOF, the undersigned have caused this Amendment no.1 to be
duly executed as of that date written above.
UNIVERSAL DETECTION TECHNOLOGY
By: ________________________________
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer
Xxxxxx Associates L.P.
By: Xxxxx Xxxxxxx Securities Corp.
General Partner
By:_________________________________
Xxxxx Xxxxxx
President
