PLACEMENT AGREEMENTPlacement Agreement • September 20th, 2007 • Wentworth Ii Inc • Blank checks • New York
Placement Agent, a XX limited liability company (the “Placement Agent”), proposes to act on a best efforts basis as the exclusive placement agent for Wentworth II, Inc., a Delaware corporation (“Wentworth”), in a private placement offering (the “Offering”) of common stock, $0.01 par value (the “Common Stock”), of Wentworth (the “Shares”) with attached warrants (“Warrants”, together with the Shares, the “Units”), at a price of $1.25 per Unit, in a minimum principal amount of $4,000,000 (the “Minimum Amount”) and a maximum principal amount of $6,000,000 (the “Maximum Amount”), to be issued by Wentworth, upon the closing of the Exchange Agreement described below. The offering period shall extend for 45 days from the date hereof, unless extended for an additional 15 days in the discretion of Omnia Luo (as defined below), or as otherwise extended with the mutual agreement of the Placement Agent, Wentworth and Omnia Luo (as and if so extended, the “Offering Period”). There will only be one c
