Placement Agency Agreement (the “Agreement”)Placement Agency Agreement • March 8th, 2006 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • New York
Reference is made to our recent discussions relating to the proposed private placement by Chelsea Therapeutics International, Ltd. (the “Company”) of certain of its securities for sale solely pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 (“Rule 506”) of Regulation D (“Regulation D”) promulgated under the Act, as hereinafter described. On the basis of the representations, warranties, covenants and agreements set forth herein, Paramount BioCapital, Inc. having a principal place of business at 787 Seventh Avenue, 48th Floor, New York, New York 10019 (“Paramount”) hereby agrees to act as exclusive placement agent for the Company, on a “best efforts” basis, to introduce the Company to “accredited investors” as defined in Rule 501 of Regulation D promulgated under the Act (“Investors”) in connection with a private placement offering (the “Offering”) of the Company’s equity securities, upon the following basic terms and conditions:
