PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 11th, 2006 • Alchemy Enterprises, Ltd. • Chemicals & allied products • California
Alchemy Enterprises, Ltd., a Nevada corporation (the “Company”), proposes to offer for sale to “accredited investors,” in a private placement (the “Offering”), up to 30,000,000 shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), with an aggregate value of $10,500,000. The Shares will be offered pursuant to those terms and conditions acceptable to you as reflected in the engagement letter, dated April 11, 2006, as amended or supplemented (the “Engagement Letter”). The Shares will be offered on a “best efforts - all or none” basis as to the first 10,000,000 Shares offered (the “Minimum Offering”) and on a “best efforts” basis as to the 20,000,000 Shares offered and sold thereafter (the “Maximum Offering”), pursuant to the Engagement Letter and related documents, in accordance with Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. The Company has also granted to Brookstre
