Placement Agent AgreementPlacement Agent Agreement • August 5th, 2008 • Dr. Tattoff, Inc. • Blank checks • Florida
We are pleased that Dr. Tattoff (together with its subsidiaries and affiliates, the “Company”) has selected Brookshire Securities Corporation (“The Placement Agent”) to act as its exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the "Financing") of up to $3,500,000 of the Company’s equity securities (the "Securities"). This letter will confirm our acceptance of such retention and set forth the terms of our engagement.
ContractConvertible Promissory Note • August 5th, 2008 • Dr. Tattoff, Inc. • Blank checks • Florida
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
AMENDMENT NO. 1 TO SELLING AGREEMENTSelling Agreement • August 5th, 2008 • Dr. Tattoff, Inc. • Blank checks
THIS AMENDMENT NO. 1 TO SELLING AGREEMENT (this “Amendment”) is dated as of July 11, 2008, by and among Dr. Tattoff, Inc. (formerly Lifesciences Opportunities Incorporated), a Florida corporation located at 8500 Wilshire Boulevard, Suite 105, Beverly Hills, CA 90211 (the “Seller”), and Dawson James Securities, Inc., a Florida corporation located at 925 S. Federal Highway, 6th Floor, Boca Raton, FL 33432 (the “Selling Agent”).
NOTE CONVERSION AGREEMENTNote Conversion Agreement • August 5th, 2008 • Dr. Tattoff, Inc. • Blank checks
This Note Conversion Agreement (“Agreement”) is entered into this 22nd day of July 2008, by Dr. Tattoff, Inc. (the “Company”), a Florida corporation, and each of the undersigned noteholders (each a “Noteholder” and together, the “Noteholders”).
