Re: Reverse Merger Lock-Up AgreementReverse Merger Lock-Up Agreement • November 18th, 2005 • MDwerks, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
MDwerks Global Holdings, Inc. (‘‘MDwerks’’) and its subsidiaries plan to enter into a reverse merger transaction with a publicly-traded company (‘‘Pubco’’), concurrently with a private offering on a ‘‘best efforts mini-max’’ basis (the ‘‘Offering’’) up to 200 units (each a ‘‘Unit’’ and collectively, the ‘‘Units’’) at a purchase price of $25,000 per Unit. Each Unit consists of 10,000 shares of Pubco’s Class A Common Stock (the ‘‘Common Stock’’), and one detachable warrant (a ‘‘Warrant’’) entitling the holder thereof to purchase up to 10,000 shares of Common Stock at a purchase price of $2.50 per share. Pubco has reserved the right to sell up to an additional 30 Units at $25,000 per Unit (the ‘‘Over-Allotment Option’’ or ‘‘Increased Maximum Offering’’) for an aggregate offering of up to 230 Units.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 18th, 2005 • MDwerks, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Florida
This letter is in confirmation of our agreement with you pertaining to the private placement, coordinated by Brookshire Securities Corporation (the ‘‘Placement Agent,’’ ‘‘Brookshire’’ or ‘‘you’’) as placement agent on a ‘‘best efforts – $2,500,000 minimum/$5,000,000 maximum’’ basis, of Units (the ‘‘Units’’), each Unit consisting of (i) 10,000 shares of the common stock (the ‘‘Common Stock’’) of a Securities and Exchange Commission (‘‘SEC’’) reporting and registered publicly-traded company that will be quoted on the OTC Bulletin Board (‘‘Pubco’’), and (ii) a detachable, transferable three-year warrant (the ‘‘Warrant’’) to purchase up to 10,000 shares of Common Stock (the ‘‘Warrant Shares’’) at a purchase price equal to $2.50 per share (the ‘‘Offering’’). The Offering will close concurrently with the closing of a reverse merger transaction (the ‘‘Reverse Merger’’) involving a wholly-owned subsidiary of Pubco, and MDwerks Global Holdings, Inc. (‘‘MDwerks’’). The terms, conditions, rights,
