January 18, 2011 Chardan Capital Markets, LLC 17 State Street Suite 1600 New York, NY 10004 Re: Registered Direct Financing Ladies and Gentlemen:Introduction Agreement • January 20th, 2011 • Wizzard Software Corp /Co • Services-prepackaged software
This letter agreement (this “Agreement”) confirms our understanding and the terms and conditions under which Chardan Capital Markets, LLC (“Chardan”) shall introduce Wizzard Software Corporation, (the “Company”) to one or more investors (each an “Investor” and together the “Investors”). This Agreement relates exclusively to the proposed offering of up to 14 million shares of common stock securities of the Company (the “Securities”) pursuant to one or more subscription or purchase agreements to the extent entered into by the Company on or before the two week anniversary hereof (the “Offering”). The terms of such Offering and the Securities shall be mutually agreed upon by the Company and the Investors.
WAIVER AGREEMENTWaiver Agreement • January 20th, 2011 • Wizzard Software Corp /Co • Services-prepackaged software
THIS WAIVER AGREEMENT (the “Agreement”), dated as of January 18, 2011, is entered into by and among Wizzard Software Corporation, a Colorado corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
EXHIBIT A Lock-Up AgreementLock-Up Agreement • January 20th, 2011 • Wizzard Software Corp /Co • Services-prepackaged software • New York
Securities Purchase Agreement, dated as of January 18, 2011 (the “Purchase Agreement”), between Wizzard Software Corporation a Colorado corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
