EXHIBIT 10.2
PLACEMENT AGENT AGREEMENT
This Agreement is made and entered into by and between Carrington
Laboratories, Inc., a Texas corporation (the "Company") and Stonewall
Securities, Inc., a Texas
corporation (the "Placement Agent"), this 7th day
of October 2005.
WHEREAS, the Company desires
to engage in a
financing involving
the offer
and sale (the "Offering") of
unsecured subordinated notes (the "Notes") and
detachable warrants (the
"Warrants") to purchase shares of common stock (the
"Common Stock")of the Company (the
"Securities");
WHEREAS, the Company desires to
engage the Placement Agent and the Placement
Agent desires to accept such
engagement, to sell the Securities;
NOW, THEREFORE, in consideration for the mutual promises of the parties
herein, the Company and the
Placement Agent hereby agree as follows:
1. Appointment as Non-Exclusive Soliciting
Dealer: The Company hereby
appoints the Placement Agent as a non-exclusive Placement
Agent for the
purpose of selling the Securities
pursuant to the terms described in "Manner
of the Offering" below, and in
the term sheet,
purchase agreement, form of
warrant, form of note or other written offering
materials provided by
the
Company to the Placement Agent and
identified specifically for such use (the
"Offering Materials").
The Placement Agent shall offer and sell such
Securities only directly
through its own
representatives and
only at the
price and upon the other terms and conditions stated in the Offering
Materials.
2. Method of Subscription:
a.
The Placement
Agent and its representatives shall effect the sale
of Securities only through the use
of the Offering Materials. The full cash
portion of the subscription price
and executed Offering
Materials shall be
forwarded to the Company.
b.
Before receiving
a subscription from
any offeree, the
Placement
Agent, through its
representatives, shall furnish the offeree a copy of the
Offering Materials and any
supplemental materials
supplied by the
Company,
if any ("Addendums") and shall advise the offeree that he has the
opportunity: (i) to ask questions
of and receive
complete answers from
the
Company concerning the offering,
and (ii) to obtain any additional documents
or information which the Company may possess (or can acquire without
unreasonable effort or expense) as
may be necessary or appropriate to verify
the accuracy of the information
referred to in the Offering Materials or to
evaluate the risks and merits of
investing in the
Securities. Neither
the
Placement Agent nor any of its representatives is authorized to make any
representation or furnish any
information with respect to the Company or the
offering, other than the representations and information set forth in
the Offering Materials and any Addendums thereto or in other documents
furnished by the Company and identified specifically
for such use. For
example, neither the Placement
Agent nor its
representatives shall make any
representations whatsoever
regarding projected revenues or a projected rate
of return to owners of the Securities, other than to
display the
financial
information set forth in the Offering Materials.
If the Placement
Agent
or any of its representatives obtain knowledge that any unauthorized
representation has been made, the
Company shall be promptly informed of such
occurrence. No supplemental material of
any kind shall be used
in placing
the Securities without the
explicit prior written approval of the Company.
3. Manner of the Offering:
The Placement
Agent and its
representatives
understand that the offering is
not being registered under the Securities
Act of 1933, as amended (the
"Act"), in reliance
upon the private
offering
exemption provided under Sections
3(b) and 4(2) of the Act and Regulation D,
Rules 501-502, 504 and 506 promulgated thereunder. In addition, the
offering will either be qualified
under applicable state securities laws or
made in reliance upon exemptions from such qualification and
registration
requirements. In order to assure that such exemptions are available and
that applicable qualification requirements
are adhered
to, the following
requirements shall be
observed:
a.
The Placement
Agent and its representatives shall offer Securities
only in accordance with the terms
and procedures set
forth in the
Offering
Materials and any Addendums
thereto. The Offering Materials shall not be
presented, and no offers will be
made, to any person
unless and until:
(i)
the Placement Agent or its representatives believe, and have reasonable
grounds for said belief,
that such person
meets the suitability
standards
set forth in the Offering
Materials and is
capable of bearing the risks of
investment in the Securities; and (ii) the Placement Agent or its
representatives shall have in their files sufficient documentation
demonstrating that such person
does in fact meet such suitability standards.
b.
In addition,
neither the Placement
Agent nor its
representatives
shall make any offer or sale to
any person in any state, unless the Company
and its counsel have satisfied them that: (i) such offer or sale may be
effected in such state; and
(ii) that such offer
or sale is in
compliance
with existing state securities
laws or regulations applicable to non-public
offerings in such state.
c.
Neither the
Placement Agent nor
any of its representatives shall
discuss the offering with any person or show any person the Offering
Materials unless and until the requirements set forth in paragraph 3(a)
above have been met with respect to such persons. Neither the Placement
Agent nor its representatives
shall conduct or participate in any meeting in
which the offering is discussed which is not attended exclusively by the
Placement Agent's representatives or those of the Company and offerees
meeting the requirements referred
to above.
d.
The Placement
Agent and its representatives shall keep a record of
each person who receives a copy of
the Offering Materials and a list of the
Offering Materials supplied to
each such offeree. A
copy of any
supplement
or amendment to the Offering
Materials shall be sent to each person who has
received a copy of the Offering Materials.
Records shall
be kept showing
the name of each person who receives a copy of any such supplement or
amendment. At the conclusion of the offering, all unused copies of the
Offering Materials, any
supplements or
amendments thereto
except for file
copies, shall be returned to the
Company.
e.
Each person
desiring to purchase
Securities will be
required to
complete and execute the subscription documents provided in the Offering
Materials and return same to the Placement Agent together with a check
payable to the Company in the amount of the purchase price of said
Securities. The Placement Agent shall then ascertain that each signature
page has been properly executed by
the subscriber and shall then forward the
subscription agreement along with
the check to the Company. Notwithstanding
the foregoing, in the event that the rules or regulations of the National
Association of Securities Dealers,
Inc. shall require funds received by the
Placement Agent in connection
with the Offering be
deposited in an
escrow
account, the Company, the Placement Agent and an escrow agent reasonably
acceptable to the Company and the
Placement Agent shall enter into an escrow
agreement upon terms reasonably acceptable to all parties thereto, which
agreement shall specify the terms
and conditions relating to the receipt and
disbursement of funds received by the Placement Agent or the Company in
connection with the Offering.
f.
The Company upon receipt of the aforementioned subscription
documents will determine as soon
as practicable (but in
no event more than
thirty (30) days after receipt)
whether it will accept
the subscriber as
a
purchaser of the Securities, it
being understood that
the Company
reserves
the right to reject the
subscription for any reason, in its sole discretion.
Should the Company determine
to reject the
subscription, the
Company will
promptly notify the Placement
Agent of such
determination and will
return
the tendered subscription
documents and issue a
check to the subscriber in
payment of the purchase price of
the Securities directly to the subscriber.
g.
The offering
shall terminate
on the date on which the Company
sends notice to the Placement
Agent.
4. Representations and Warranties of
Placement Agent: The
Placement Agent
hereby represents and warrants to
the Company as follows:
a.
The Placement
Agent is a member in
good standing, and during the
term of this Agreement will remain a member in good standing, with the
National Association of Securities Dealers, Inc. ("NASD"), and is, and
during the term of this Agreement
will remain, registered as a broker-dealer
with the Securities and Exchange
Commission ("SEC").
b.
The Placement
Agent is a
corporation duly
formed or organized,
validly existing and in good standing under its state of formation or
organization. The Placement Agent is in good
standing and duly qualified to
do business in any state where
such status is required and where it intends
to offer and sell the Securities. This Agreement is duly authorized,
executed and delivered by the Placement Agent and is binding on the
Placement Agent.
c.
The Placement
Agent will comply with
a
