CONFIDENTIAL Visual Management SystemsPlacement Agent Agreement • April 16th, 2008 • Visual Management Systems Inc • Metal mining
This letter agreement (this "Agreement") confirms the engagement by Visual Management Systems, a New Jersey corporation ("VMS" or the "Company"), of Kuhns Brothers, Inc., including Kuhns Brothers Securities Corporation, its broker/dealer subsidiary and Kuhns Bros. & Co., Inc., its financial advisory subsidiary (altogether, "KUHNS BROTHERS") as placement agent to arrange the sale of the Company's senior debt, bridge debt financing, equity or equity-linked securities including convertible debt, convertible preferred, or common stock and warrants exercisable into shares of common stock (collectively, the "Securities") on behalf of the Company. The sale of Securities may occur through a series of one or more private placements (the "Financing" or "Financings") pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), and in compliance with applicable securities laws of states and other jurisdictions ("Blue Sky Laws").
