EXHIBIT 10.2
BRIGHTEC INC.
PLACEMENT AGENT AGREEMENT
Dated as of: March 30, 2007
Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309
Ladies and Gentlemen:
The undersigned, Brightec Inc., a Nevada corporation (the
"Company"),
hereby agrees with Newbridge Securities Corporation (the "Placement
Agent") 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 Cornell
Capital Partners, LP (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, par value $0.001 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 (i)
the Company's
Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB,
Current Reports
on Form 8-K and Proxy Statements filed by the Company for a period
of twelve
(12) months immediately preceding the date hereof with the United
States
Securities and Exchange Commission, (ii) this Agreement, (iii) the
Standby
Equity Distribution Agreement, and (iv) 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.
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A. Upon
the execution of this Agreement, the Company
shall issue to the Placement Agent or its designee 243,902 shares
of the
Company's Common Stock (the "Placement Agent's Shares"). The
Placement Agent
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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
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Agent.
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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)
Intentionally Omitted.
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(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 Nevada.
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 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
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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 herein or therein the Company has not (a)
issued any
securities or incurred any liability or obligation, d
