PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 15th, 2010 • SPO Medical Inc • Measuring & controlling devices, nec • New York
This Placement Agency Agreement (this “Agreement”) sets forth terms upon which Emerson Equity LLC, a registered broker-dealer and a member of the Financial Industry Regulatory Authority (“FINRA”) (together with its selected dealers, the “Placement Agent”), shall be engaged by SPO Medical Inc. (the “Company”) to act as lead placement agent in connection with the private placement (the “Offering”) on a “reasonable efforts basis” of up to seventeen (17) units ($510,000) (“Units”) (the “Maximum Offering”), each Unit consisting of (i) 200,000 shares of common stock, par value $0.01 per share (“Common Stock” or the “Shares”) and (ii) three-year Common Stock Purchase Warrants (“Investor Warrants”) to purchase 100,000 shares of Common Stock (the “Warrant Shares”) at an exercise price of $0.25 per share. The Company and the Placement Agent (by mutual agreement) reserve the right to increase the Maximum Offering by an additional seventeen (17) Units ($510,000) (“Overallotment”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 15th, 2010 • SPO Medical Inc • Measuring & controlling devices, nec • New York
