Exhibit
4.3
FACE PRINT GLOBAL SOLUTIONS,
INC.
PLACEMENT AGENT
AGREEMENT
Dated as of: February 22, 2006
Newbridge Securities
Corporation
1451 Cypress Creek Road, Suite
204
Fort Lauderdale, Florida 33309
Ladies and Gentlemen:
The undersigned, Face Print Global
Solutions, Inc., a Wyoming corporation (the “ Company
”), hereby agrees with Newbridge Securities Corporation (the
“ Placement Agent ”), and Cornell Capital
Partners, LP (the “Investor”) as follows:
1.
Offering . The Company hereby engages the Placement
Agent to act as its exclusive placement agent in connection with
the Standby Equity Distribution Agreement dated the date hereof
between the Company and the Investor (the “ Standby Equity
Distribution Agreement ”), pursuant to which the Company
shall issue and sell to the Investor, from time to time, and the
Investor shall purchase from the Company (the “
Offering ”) up to Ten Million Dollars ($10,000,000)
(the “ Commitment Amount ”) of the
Company’s common stock, no par value per share (the “
Common Stock ”), at price per share equal to the
Purchase Price, as that term is defined in the Standby Equity
Distribution Agreement. The Placement Agent services shall
consist of reviewing the terms of the Standby Equity Distribution
Agreement and advising the Company with respect to those
terms.
All capitalized terms used herein and not
otherwise defined herein shall have the same meaning ascribed to
them as in the Standby Equity Distribution Agreement. The
Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration
Rights Agreement between the Company and the Investor dated the
date hereof (the “ Registration Rights Agreement
”). The documents to be executed and delivered in
connection with the Offering, including, but not limited, to the
Company’s latest Quarterly Report on Form 10-QSB as filed
with the United States Securities and Exchange Commission, this
Agreement, the Standby Equity Distribution Agreement, and the
Registration Rights Agreement are referred to sometimes hereinafter
collectively as the “ Offering Materials .”
The Company’s Common Stock purchased by the Investor
under the Standby Equity Distribution Agreement is sometimes
referred to hereinafter as the “ Securities .”
The Placement Agent shall not be obligated to sell any
Securities.
2.
Compensation .
A.
Upon the execution of this Agreement, the
Company shall issue to the Placement Agent or its designee shares
of the Company’s Common Stock in an amount equal
to
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Ten Thousand Dollars ($10,000) divided by
the volume weighted average price of the Common Stock, as quoted by
Bloomberg, LP, on the date hereof (the “ Placement
Agent’s Shares ”). The Placement Agent shall
be entitled to “piggy-back” registration rights with
respect to the Placement Agent’s Shares, which shall be
triggered upon registration of any shares of Common Stock by the
Company pursuant to the Registration Rights Agreement dated the
date hereof.
3.
Representations, Warranties and
Covenants of the Placement Agent.
A.
The Placement Agent represents, warrants
and covenants as follows:
(i)
The Placement Agent has the necessary
power to enter into this Agreement and to consummate the
transactions contemplated hereby.
(ii)
The execution and delivery by the
Placement Agent of this Agreement and the consummation of the
transactions contemplated herein will not result in any violation
of, or be in conflict with, or constitute a default under, any
agreement or instrument to which the Placement Agent is a party or
by which the Placement Agent or its properties are bound, or any
judgment, decree, order or, to the Placement Agent’s
knowledge, any statute, rule or regulation applicable to the
Placement Agent. This Agreement when executed and delivered
by the Placement Agent, will constitute the legal, valid and
binding obligations of the Placement Agent, enforceable in
accordance with their respective terms, except to the extent that
(a) the enforceability hereof or thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors
generally, (b) the enforceability hereof or thereof is subject to
general principles of equity, or (c) the indemnification
provisions hereof or thereof may be held to be in violation of
public policy.
(iii)
Upon receipt and execution of this
Agreement, the Placement Agent will promptly forward copies of this
Agreement to the Company or its counsel and the Investor or its
counsel.
(iv)
The Placement Agent will not
intentionally take any action that it reasonably believes would
cause the Offering to violate the provisions of the Securities Act
of 1933, as amended (the “ 1933 Act ”), the
Securities Exchange Act of 1934 (the “ 1934 Act
”), the respective rules and regulations promulgated
thereunder (the “ Rules and Regulations ”) or
applicable “Blue Sky” laws of any state or
jurisdiction.
(v)
The Placement Agent is a member of the
National Association of Securities Dealers, Inc., and is a
broker-dealer registered as such under the 1934 Act and under the
securities laws of the states in which the Securities will be
offered or sold by the Placement Agent unless an exemption for such
state registration is available to the Placement Agent. The
Placement Agent is in material compliance with the rules and
regulations applicable to the Placement Agent generally and
applicable to the Placement Agent’s participation in the
Offering.
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4.
Representations and Warranties of the
Company .
A.
The Company represents and warrants as
follows:
(i)
The execution, delivery and performance
of each of this Agreement, the Standby Equity Distribution
Agreement, and the Registration Rights Agreement has been or will
be duly and validly authorized by the Company and is, or with
respect to this Agreement, the Standby Equity Distribution
Agreement, and the Registration Rights Agreement will be, a valid
and binding agreement of the Company, enforceable in accordance
with its respective terms, except to the extent that (a) the
enforceability hereof or thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws from time to
time in effect and affecting the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to general
principles of equity or (c) the indemnification provisions
hereof or thereof may be held to be in violation of public policy.
The Securities to be issued pursuant to the transactions
contemplated by this Agreement and the Standby Equity Distribution
Agreement have been duly authorized and, when issued and paid for
in accordance with this Agreement and the Standby Equity
Distribution Agreement will be valid and binding obligations of the
Company, enforceable in accordance with their respective terms,
except to the extent that (1) the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws from time to time in effect and affecting the rights
of creditors generally, and (2) the enforceability thereof is
subject to general principles of equity. All corporate action
required to be taken for the authorization, issuance and sale of
the Securities has been duly and validly taken by the
Company.
(ii)
The Company has a duly authorized, issued
and outstanding capitalization as set forth herein and in the
Standby Equity Distribution Agreement. The Company is not a
party to or bound by any instrument, agreement or other arrangement
providing for it to issue any capital stock, rights, warrants,
options or other securities, except for this Agreement, the
agreements described herein and as described in the Standby Equity
Distribution Agreement and the agreements described therein.
All issued and outstanding securities of the Company, have
been duly authorized and validly issued and are fully paid and
non-assessable; the holders thereof have no rights of rescission or
preemptive rights with respect thereto and are not subject to
personal liability solely by reason of being security holders; and
none of such securities were issued in violation of the preemptive
rights of any holders of any security of the Company.
(iii)
The Common Stock to be issued in
accordance with this Agreement and the Standby Equity Distribution
Agreement have been duly authorized and, when issued and paid for
in accordance with this Agreement, the Standby Equity Distribution
Agreement and the certificates/instruments representing such Common
Stock will be validly issued, fully-paid and non-assessable; the
holders thereof will not be subject to personal liability solely by
reason of being such holders; such Securities are not and will not
be subject to the preemptive rights of any holder of any security
of the Company.
(iv)
The Company has good and marketable title
to, or valid and enforceable leasehold estates in, all items of
real and personal property necessary to conduct its business
(including, without limitation, any real or personal property
stated in the Offering
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Materials to be owned or leased by the
Company), free and clear of all liens, encumbrances, claims,
security interests and defects of any material nature whatsoever,
other than those set forth in the Offering Materials and liens for
taxes not yet due and payable.
(v)
There is no litigation or governmental
proceeding pending or, to the best of the Company’s
knowledge, threatened against, or involving the properties or
business of the Company, except as set forth in the Offering
Materials.
(vi)
The Company is duly organized and validly
exists as a corporation in good standing under the laws of the
State of Wyoming. Except as set forth in the Offering
Materials, the Company does not own or control, directly or
indirectly, an interest in any other corporation, partnership,
trust, joint venture or other business entity. The Company is
duly qualified or licensed and in good standing as a foreign
corporation in each jurisdiction in which the character of its
operations requires such qualification or licensing and where
failure to so qualify would have a material adverse effect on the
Company. The Company has all requisite corporate power and
authority, and all material and necessary authorizations,
approvals, orders, licenses, certificates and permits of and from
all governmental regulatory officials and bodies (domestic and
foreign) to conduct its businesses (and proposed business) as
described in the Offering Materials. Any disclosures in the
Offering Materials concerning the effects of foreign, federal,
state and local regulation on the Company’s businesses as
currently conducted and as contemplated are correct in all material
respects and do not omit to state a material fact. The
Company has all corporate power and authority to enter into this
Agreement, the Standby Equity Distribution Agreement, the
Registration Rights Agreement, and to carry out the provisions and
conditions hereof and thereof, and all consents, authorizations,
approvals and orders required in connection herewith and therewith
have been obtained. No consent, authorization or order of,
and no filing with, any court, government agency or other body is
required by the Company for the issuance of the Securities or
execution and delivery of the Offering Materials except for
applicable federal and state securities laws. The Company,
since its inception, has not incurred any liability arising under
or as a result of the application of any of the provisions of the
1933 Act, the 1934 Act or the Rules and Regulations.
(vii)
There has been no material adverse change
in the condition or prospects of the Company, financial or
otherwise, from the latest dates as of which such condition or
prospects, respectively, are set forth in the Offering Materials,
and the outstanding debt, the property and the business of the
Company conform in all material respects to the descriptions
thereof contained in the Offering Materials.
(viii)
Except as set forth in the Offering
Materials, the Company is not in breach of, or in default under,
any term or provision of any material indenture, mortgage, deed of
trust, lease, note, loan or any other material agreement or
instrument evidencing an obligation for borrowed money, or any
other material agreement or instrument to which it is a party or by
which it or any of its properties may be bound or affected.
The Company is not in violation of any provision of its
charter or by-laws or in violation of any franchise, license,
permit, judgment, decree or order, or in violation of any material
statute, rule or regulation. Neither the execution and
delivery of the Offering Materials nor the issuance and sale or
delivery of the Securities, nor the consummation of any of the
transactions contemplated in the Offering Materials nor the
compliance by the Company with the terms and provisions
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hereof or thereof, has conflicted with or
will conflict with, or has resulted in or will result in a breach
of, any of the terms and provisions of, or has constituted or will
constitute a default under, or has resulted in or will result in
the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or pursuant to the terms of
any indenture, mortgage, deed of trust, note, loan or any other
agreement or instrument evidencing an obligation for borrowed
money, or any other agreement or instrument to which the Company
may be bound or to which any of the property or assets of the
Company is subject except (a) where such default, lien, charge or
encumbrance would not have a material adverse effect on the Company
and (b) as described in the Offering Materials; nor will such
action result in any violation of the provisions of the charter or
the by-laws of the Company or, assuming the due performance by the
Placement Agent of its obligations hereunder, any material statute
or any material order, rule or regulation applicable to the Company
of any court or of any foreign, federal, state or other regulatory
authority or other government body having jurisdiction over the
Company.
(ix)
Subsequent to the dates as of which
information is given in the Offering Materials, and except as may
otherwise be indicated or contemplated h
