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Search Engagement Agreement by:
Exhibit 10.50
March
30, 2006
Faith Bloom Limited
Youth Pioneer Park
Taian Economic and Development Zone
Taian City, Shandong Province
People's Republic of China
Attention: Mr. Xiangzhi Chen, Chairman
and CEO
Re: Engagement of Sterne, Agee & Leach, Inc.,
and Global Hunter
Securities, as Co-Placement Agents,
of up to $15,000,000 of
Common Stock of Faith
Bloom Limited
Dear Mr. Chen:
1. Engagement
of Placement Agents. Faith Bloom
Limited, a British
Virgin Island Company (the "Company"), proposes to make a private
placement (the
"Offering") of up to $15,000,000 of the Company's common stock,
par value $.01
per share (the
"Securities"),
pursuant to the exemptions
from registration
provided in the Securities Act of 1933, as amended (the "1933
Act"), applicable
state securities laws, and the rules and regulations promulgated thereunder
(the
"Exemption"). By entering into
this letter agreement (this "Agreement"), the
Company agrees to engage Sterne,
Agee & Leach, Inc. ("Sterne
Agee") as its
co-placement agent, and Global
Hunter Securities as its co-placement
agent
("Co-Placement Agent" and,
together with Sterne Agee, the "Placement
Agents"),
in connection with the Offering. Subject
to the immediately following sentence,
by entering into this Agreement,
each of the Placement Agents
accepts such
engagement and agrees
to use its reasonable best
efforts to place
up to
$15,000,000 of the Securities solely
with investors which the Placement
Agents
reasonably believe to be "accredited investors", as such term is
defined in Rule
501 of Regulation D promulgated under
the 1933 Act.
The Company hereby
acknowledges and agrees that neither of
the Placement Agents shall have, and
that each of the Placement Agents specifically
disclaims, any obligation to
perform any of its obligations hereunder
until such time as the Company shall
have afforded the Placement Agents, and any of their respective
representatives,
the opportunity to make such
investigations of the
business, properties and
financial and legal conditions
of the Company and its
subsidiaries as the
Placement Agents shall have from time to time requested
(the "Due Diligence
Investigation"), and the Placement
Agents shall have
determined, in their
respective sole and
complete discretion, to act as the
Company's managing
placement agent and co-placement agent,
respectively, in connection with
the
Offering. The offering
price per share of Security shall
be such price as is
<PAGE>
Faith Bloom Limited
March 30, 2006
Page 2
mutually agreeable to the Company and
the Placement Agents. The Company shall
prepare any and all offering documents necessary for the Offering to comply
with
all provisions of the 1933 Act, the Securities
Exchange Act of 1934, as amended
(the "1934 Act"), the rules and regulations
of the Securities and Exchange
Commission (the "SEC")
promulgated under each of the 1933 Act and the 1934 Act,
and any applicable state
securities laws (the
"Offering
Documents"). The
Placement Agents hereby acknowledge and
agree that the Company may, in its sole
discretion, reject any subscription for
Securities presented to the Company by
the Placement Agents. The parties to this Agreement hereby acknowledge and
agree
that Sterne Agee shall have exclusive authority to determine the manner in
which
the Securities will be allocated to the purchasers of the Securities.
2. Fees.
(a) In consideration of the
Placement Agents' respective performance of
the services described
in Section 1 hereof, the
Company agrees to pay the
Placement Agents an
aggregate fee equal to six
percent (6%) of the gross
proceeds received by the Company from
the sale of the Securities placed by the
Placement Agents in the Offering (the
"Commissions"). The
Commissions shall be
paid in full by the Company to the
Placement Agents, on a 50%/50%
pro-rata
basis, upon the closing of any sale
of Securities in the
Offering (each, a
"Closing"), from time to time
on an as-completed basis. In the event
that this
Agreement is terminated for any reason
other than a breach of this Agreement by
either of the Placement Agents, the Company shall pay the Placements Agents
an
aggregate fee (the "Termination Fee") equal to six percent (6%) of the gross
proceeds of any sale of securities of the Company or any of its affiliates to
any investor which either of the
Placement Agents shall have from time to
time
specifically identified in writing to the Company as possibly having an
interest
in investing in the
Company, provided such sale is
consummated within one
hundred eighty (180) days following the
termination of this Agreement.
Any
Termination Fee payable
hereunder shall be payable
by the Company to the
Placement Agents, on a 50%/50% pro-rata
basis, immediately upon the closing of
each such sale.
(b) Regardless of whether or not
the Offering is consummated, in whole
or in part, or whether this Agreement is terminated, the Company shall
reimburse
each of the Placement Agents for
all out-of-pocket expenses
incurred by each
such Placement Agent from time to time in connection with its
performance of
services under this
Agreement, including, without
limitation, each such
Placement Agent's attorneys'
fees and travel expenses, within ten (10) days
following the Company's
receipt of written demand
therefor from each such
Placement Agent; provided, however, that the Company shall not be
obligated to
reimburse the Placement Agents for more than $20,000 in out-of-pocket expenses.
3. Representations, Warranties and Covenants of the Placement
Agents.
Each of the Placement Agents represents
and warrants to, and agrees with, the
Company that it is familiar or will make
itself familiar with all
applicable
federal and state securities laws and the regulations thereunder which restrict
the public sale and distribution of securities without a registration
statement,
qualification or exemption being in effect with respect thereto.
In exercising
its duties under this Agreement, each of the Placement Agents will not cause
the
Company to be engaged in a public offering.
<PAGE>
Faith Bloom Limited
March 30, 2006
Page 3
4. Representations, Warranties
and Covenants of the
Company. The
Company represents and
warrants to, and agrees
with, each of the Placement
Agents as follows:
(a) The Company will advise each
of the Placement Agents promptly and
consult with each of the Placement Agents regarding the drafting of the
Offering
Documents, and any amendments or supplements thereto, and all related
documents,
including, but not limited to, the
private placement memorandum, subscription
agreements, registration rights agreements, confidential investor
questionnaires
and any other documents associated with the Offering.
(b) The Company will not
distribute any Offering Documents,
or any
amendments or supplements
thereto, that name either or both
of the Placement
Agents as a placement agent to any potential
investor without the prior written
consent of each such Placement Agent, which consent may be withheld by each
such
Placement Agent in its sole and complete discretion.
(c) The Company will furnish to
each of the Placement Agents copies of
all Offering Documents in such
quantities as each such Placement Agent may from
time to time request.
(d) The Offering Documents, and any amendments or supplements thereto,
will conform in all respects to the
requirements of the 1933 Act, the 1934 Act,
the rules and regulations of the SEC promulgated under each of the 1933 Act and
the 1934 Act, and any
applicable state securities
laws, and the Offering
Documents, and any amendments
or supplements thereto,
will not include any
untrue statement of a material fact or
omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading,
except that this representation and warranty
will not apply to statements or
omissions made in reliance upon and in conformity with information furnished by
the Placement Agents in writing to the
Company in connection with the Offering
Documents, or any amendment or supplement thereto.
(e) If any event
occurs as a result
of which any of the Offering
Documents, or any amendments or supplements thereto,
would include an untrue
statement of a material fact, or omit to
state any material fact necessary to
make the statements therein, in the
light of the circumstances under which they
were made, not misleading, or if it is necessary at any time to amend any of
the
Offering Documents, or any
amendments or supplements thereto,
to otherwise
comply with either
or both of the 1933 Act or the 1934
Act, the rules
and
regulations of the
SEC promulgated thereunder,
or any applicable
state
securities laws, and such
event is known to the
Company, the Company
will
promptly (i) prepare an amendment or supplement
thereto which will correct such
statement or omission,
or otherwise effect such compliance,
(ii) file such
amended or supplemented Offering
Documents with the SEC or any applicable state
securities commission, if so
required, and (iii)
supply such amended
or
supplemented Offering Documents to each of the Placement Agents, in each case
as
soon as available and in such quantities
as each such Placement Agent may from
time to time request.
<PAGE>
Faith Bloom Limited
March 30, 2006
Page 4
(f) The Company shall promptly
notify each of the Placement Agents of
material events which would necessitate modification of any Offering Documents,
or any amendments or supplements thereto.
(g) The Company shall be
responsive to each Placement Agent's inquiries
about the Company's ongoing
operations as they relate to the Offering and the
Offering Documents, or any amendments or
supplements thereto. The Company shall
permit each of the Placement
Agents and their
respective representatives,
including, without limitation,
their respective legal counsel, to conduct the
Due Diligence Investigation, as each such
Placement Agent shall from time
to
time request. The Due Diligence
Investigation, whether made by or
on behalf of
either or both of the Placement Agents,
shall under no circumstances affect any
of the
representations and warranties
of the Company
contained in this
Agreement.
(h) The Company will not take any action, or omit to take any action,
whether prior to, during
or following the
Offering, that will
cause the
Exemption not to be available to the Company and the Offering.
(i) The Company shall make
available to each prospective purchaser of
Securities at a reasonable time prior to such prospective purchaser's
purchase
of Securities, the opportunity to ask
questions and receive answers concerning
the terms and
conditions of the
Offering and to
obtain any additional
information which the Company possesses
or can acquire without unreasonable
effort or expense that is necessary
to verify the accuracy of the
Offering
Documents.
(j) The Company
shall not offer or sell
Securities by any form of
general solicitation or general advertising.
(k) Any offer or sale of any
security of the Company made by or for the
Company within six (6) months preceding
the date of this Agreement (i) complied
in all respects with the
requirements of the 1933 Act, the
1934 Act, the rules
and regulations of the SEC
promulgated under each of the
1933 Act and the 1934
Act, and any applicable state securities laws, and (ii) was made only to
persons
or entities deemed to be "accredited
investors" within the
meaning of Rule 501
of Regulation D promulgated under the 1933 Act.
(l) The Company has full legal
right, power and authority to enter into
this Agreement and perform the transactions
contemplated hereby. This Agreement
has been duly authorized, executed and delivered by the Company and is
a valid
and binding agreement
on the part of the Company, enforceable
against the
Company in accordance
with its terms, except
as rights to indemnity
and
contribution hereunder may be
limited by applicable
laws and except as the
enforcement hereof may
be limited by
applicable bankruptcy, insolvency,
reorganization, moratorium or
similar laws affecting
creditors' rights
generally, or by general equitable principles.
<PAGE>
Faith Bloom Limited
March 30, 2006
Page 5
5. Conditions to Closing.
(a) The
Company's obligation to
pay the Placement
Agents the
Commissions and to take any other actions required to be taken by the Company
at
a Closing is subject to any satisfaction, at or prior to the Closing, of each
of
the following conditions (any of which may be waived by the Company, in whole
or
in part):
(i) All representations
and warranties of the Placement Agents
contained herein shall be true
and correct in all material respects on
and as of the date of the
Closing (the "Closing
Date") as if made on
and as of the Closing Date.
(ii) Each of the
covenants and obligations that the
Placement
Agents are
required to perform or to
comply with pursuant
to this
Agreement at or prior to the Closing must
have been duly performed and
complied with in all material
respects.
(iii) Neither the
Company nor any of its affiliates shall be
subject to any order,
decree or injunction by a court of
competent
jurisdiction which prevents the
consummation of any of the transactions
contemplated by this Agreement.
(iv) No statute, rule
or regulation shall have been enacted by
the government (or any
governmental agency) of the United States or any
state, municipality or other political subdivision thereof that makes
the consummation
of any of the transactions
contemplated by this
Agreement illegal.
(b) The Placement Agents' respective
obligation to use their respective
reasonable best efforts to place
the Securities and to take any other actions
required to be taken by them at a Closing is subject to the satisfaction, at or
prior to the Closing, of each of the
following conditions (any of which may
be
waived by the Placement Agents, in whole or in part):
(i) All
representations and warranties
of the Company
contained herein shall be true
and correct in all material respects on
and as of the Closing Date as if
made on and as of the Closing Date.
(ii) Each of the
covenants and obligations that the Company is
required to perform or to comply
with pursuant to this Agreement at or
prior to the Closing must have
been duly performed and complied with in
all material respects.
(iii) The
Placement Agents shall
have received from the
Company's counsel, an
opinion, dated as of the Closing Date,
addressed
to the Placement Agents and each of the purchasers of
Securities, the
form and substance
of which shall be
acceptable to the Placement
Agents.
<PAGE>
Faith Bloom Limited
March 30, 2006
Page 6
(iv) The Placement Agents shall have received a duly executed
certificate of the
Company's Secretary, dated as of the Closing Date,
(1) certifying,
as complete and accurate
as of the Closing Date,
attached copies of the Company's charter
and bylaws; (2) certifying and
attaching all
requisite resolutions of
the Company's Board






