Exhibit 10.5
RedChip
Securities, Inc.
5755 North Point Parkway, Suite 3
Alpharetta, GA 30022
770-410-1040 Office 917-881-3674 Cell 404-921-9639
Fax
____________________________________________________________________
May 19,
2009
Mr. Garry
McCann
President and
CEO
Pulmo BioTech
Inc.
1035 Park
Avenue
Suite 7B
New York, NY
10028
Dear Mr.
McCann
Moody Capital
Solutions, Inc ("Moody") a broker-dealer registered with the
Securities and Exchange Commission ("SEC") and a member in good
standing of the Financial Industry Regulatory Authority, Inc.,
would be pleased to serve as financial advisor, investment banker
and placement agent for Pulmo BioTech Inc, (the "Company"), in
connection with the current growth plans of the Company and the
funding thereof. The initial terms of the engagement shall be for
120 days on an exclusive basis from the date of this agreement. The
engagement may be extended at the sole discretion of the
Company.
The Services
of Moody
In its role as
investment banker, Moody shall provide the following
services:
• Use our best efforts to
secure up to $7,500,000 in private placement of the companies
securities on a best efforts basis,
• Evaluate the Company's
capital requirements for funding current growth,
• Assist in the structure
of the securities to be used to complete the funding,
In connection
with the services to be provided, as outlined above, the Company
shall pay to Moody fees in the following manner: However all
fees and commissions are subject to the rights granted within the
termination clause.
• For its role as
investment banker Moody shall receive a fee equal to $20,000
payable in four equal installments of $5,000. The first installment
is due upon the execution of this agreement and every thirty days
thereafter until the balance is paid.
• For the placement of
common or preferred stock and any convertible/redeemable debt Moody
shall receive 10% of the principal amount raised at each
closing.
• Additionally Moody shall
receive 10% warrant coverage for any equity or sub-debt placed. The
warrants shall be for five years and shall be exercisable at 10%
above the offering price or conversion price and have piggyback
registration rights. All warrants shall be covered in a separate
warrant agreement.
Moody shall also
be reimbursed for any pre-approved out of pocket
expenses.
The Company
agrees that if Moody directly introduces the Company, during the
term of this agreement to any person(s) or entity that within two
years from the termination date of this agreement, provides any
equity or debt financing to the Company or any affiliate thereof,
the Company shall pay the fees as stated in this agreement. Upon
the termination of this agreement Moody shall provide a list of
investors that have been approached by Moody to the Company for
approval for payment under this agreement.
The Company shall
have the right to terminate this agreement upon giving 30 days
written notice. Upon termination by either party all expenses,
advisory fees and commissions earned shall be paid
immediately.
Except as
otherwise specifically agreed, all notices and other communications
made under this agreement shall be in writing and when delivered in
person by certified mail-return receipt requested, by recognized
commercial carrier or by facsimile transmission, shall be deemed
given on the same day if delivered on a business day during normal
business hours, or on the first business day following delivery in
person or by facsimile outside normal business hours, or on the
date indicated on the return receipt requested. All notices sent
shall be sent to the representatives of the party to be notified at
the addresses indicated respectively below, or at such other
addresses as the
