VALUERICH, INC. West Palm Beach, Florida 33407 Re: Underwriting Agreement Initial Public Offering Form SB-2 (File No.: 333-135511) Gentlemen:Valuerich Inc • June 12th, 2007 • Services-miscellaneous business services • New York
This Agreement confirms the mutual understanding and agreement between ValueRich, Inc., a Delaware corporation (the “Company”), and US Euro Securities, Inc. and Lane Capital Markets, LLC, as exclusive managing agents (the “Managing Agents”) in connection with the offering and sale, on a “best-efforts, minimum/maximum” basis (the “Offering”), through the Managing Agents and other broker-dealers identified on Schedule I attached hereto (together with the Managing Agents, the “Placement Agents”) of a minimum of 1.6 million (1,600,000) (the “Minimum Offering”) and a maximum of 2.3 million (2,300,000) shares (the “Maximum Offering”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Securities”) at an initial offering price to the public of $3.50 per share (the “Offering Price”) pursuant to a registration statement on Form SB-2, as amended (File No.: 333-135511) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC” or
ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • June 12th, 2007 • Valuerich Inc • Services-miscellaneous business services • New York
by and among ValueRich, Inc.(the "Issuer") and the Underwriter whose names and addresses appear on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 17 Battery Place, 8the Floor, New York, New York 10004. (The “Escrow Agent”).
FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENTFinancial Advisory and Investment Banking Agreement • June 12th, 2007 • Valuerich Inc • Services-miscellaneous business services • Florida
This Agreement is made and entered into as of the ______ day of __________, 2007 among US Euro Securities, Inc. and Lane Capital Markets, LLC (collectively, the "Consultants") and ValueRich, Inc., a corporation organized under the laws of the State of Delaware (the "Company"). All references to the Company shall include any and all subsidiaries thereof in existence on date hereof and to be formed within the term specified in Paragraph 2 hereof.
