PLACEMENT AGENT
AGREEMENT
As of June 10,
2005
Brookshire Securities
Corporation
4 West Las Olas Blvd., 8 th Floor
Ft. Lauderdale, Florida 33301
Re:
Placement Agent Agreement
Gentlemen:
This letter is in
confirmation of our agreement with you pertaining to the private
placement, coordinated by Brookshire Securities Corporation (the
‘‘Placement Agent,’’
‘‘Brookshire’’ or
‘‘you’’) as placement agent on a
‘‘best efforts – $2,500,000 minimum/$5,000,000
maximum’’ basis, of Units (the
‘‘Units’’), each Unit consisting of (i)
10,000 shares of the common stock (the ‘‘Common
Stock’’) of a Securities and Exchange Commission
(‘‘SEC’’) reporting and registered
publicly-traded company that will be quoted on the OTC Bulletin
Board (‘‘Pubco’’), and (ii) a detachable,
transferable three-year warrant (the
‘‘Warrant’’) to purchase up to 10,000
shares of Common Stock (the ‘‘Warrant
Shares’’) at a purchase price equal to $2.50 per share
(the ‘‘Offering’’). The Offering will close
concurrently with the closing of a reverse merger transaction (the
‘‘Reverse Merger’’) involving a
wholly-owned subsidiary of Pubco, and MDwerks Global Holdings, Inc.
(‘‘MDwerks’’). The terms, conditions,
rights, preferences and privileges of the securities comprising the
Units will be more fully described in the Memorandum (as defined in
Section 1(a) below). The following terms and conditions shall, if
accepted by you, constitute a legally binding agreement between us.
Either party may terminate this agreement at any time in the event
of a material breach of this Agreement by the other in which event
the terminating party shall have no further liability hereunder.
Terms not otherwise defined herein shall have the meanings ascribed
thereto in the Memorandum.
SECTION
1. Description of
Securities
(a) The shares of
Common Stock and Warrants to be offered and sold in the Offering on
a ‘‘best efforts – minimum/maximum’’
basis shall conform in all material respects to the description
thereof contained in a Confidential Private Placement Memorandum to
be prepared by MDwerks (as the same may be amended or supplemented
from time to time, and including all exhibits and appendices
attached thereto, the ‘‘Memorandum’’),
which will contain (i) a description of MDwerks and its business,
assets, prospects and management; (ii) the terms and conditions of
the Offering; (iii) a description of the securities comprising the
Units; and (iv) certain financial information. If necessary,
Pubco and MDwerks will update or supplement the Memorandum prior to
completion of the Offering. Without MDwerks’s prior written
consent, you will not distribute any offering materials to
prospective investors other than the Memorandum. You shall be
entitled to rely on the accuracy and completeness of all
information provided by MDwerks and Pubco, including information
incorporated by reference in the Memorandum. Additionally,
representatives of MDwerks and Pubco shall be available to answer
questions of, and to provide additional information to, any
potential investors. You will not make any use of the Memorandum
other than for purposes of implementing this Agreement, nor will
you or any of your agents or employees use the same or do any other
act or thing in the course of the offering or sale hereunder which
would constitute a violation of the Securities Act of 1933, as
amended (‘‘Securities Act’’), the
Securities Exchange Act of 1934, as amended (‘‘Exchange
Act’’), any state ‘‘blue sky’’
laws or regulations and any other securities laws applicable to the
Offering.
(b) The Offering
will be conducted to raise from investors a minimum of $2,500,000
from the sale of 100 Units and a maximum of $5,000,000 from the
sale of 200 Units, at the purchase price per Unit of $25,000. After
giving effect to the completion of the Reverse Merger, and assuming
the successful completion of the Offering, approximately 11,952,000
shares of Common Stock will be outstanding (excluding shares issued
to Placement Agent as equity compensation hereunder) if the minimum
amount of Units is sold, and approximately 13,102,000 shares of
Common Stock will be outstanding (excluding shares issued to
Placement Agent as equity compensation hereunder) if the maximum
amount of Units is sold. Upon the mutual agreement of MDwerks and
the Placement
1
Agent, MDwerks may sell
additional Units at the same price per Unit, provided that the
aggregate number of additional Units sold shall not exceed than 30
Units.
SECTION
2. Representations and
Warranties
(a) Each of MDwerks
and Pubco represents and warrants to the Placement Agent, but only
with respect to the matters which specifically pertain to itself,
as follows:
(i) MDwerks has
full corporate power and authority to execute, deliver and perform
its obligations under this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and
performance of this Agreement, the consummation by MDwerks of the
transactions herein contemplated and the compliance by MDwerks with
the terms of this Agreement have been duly authorized by all
necessary corporate action on the part of MDwerks, and when duly
executed and delivered by MDwerks this Agreement will constitute a
valid and binding obligation of MDwerks, enforceable in accordance
with its terms.
(ii) Pubco has the
corporate power and authority to execute and deliver this Agreement
and the Subscription Agreement and to perform its obligations
hereunder and thereunder and to issue the Units, the Common Stock,
the Warrants, the Warrant Shares, the Placement Agent Shares (as
such term is defined in the Memorandum), the Placement Agent
Warrants (as such term is defined in the Memorandum), and the
shares of Common Stock underlying the Placement Agent Warrants (the
‘‘Placement Agent Warrant Shares’’). When
executed and delivered by Pubco, this Agreement and the
Subscription Agreement will have been duly authorized by Pubco and,
will constitute its valid and binding obligation and be enforceable
against Pubco in accordance with its terms.
(iii) The
execution, delivery and performance of this Agreement and the
Subscription Agreement, and the issuance of the Common Stock, the
Warrants, the Warrant Shares, the Placement Agent Shares, the
Placement Agent Warrants and the Placement Agent Warrant Shares by
Pubco, and does not and will not at the closing of the Offering
(the ‘‘Closing Time’’) conflict with
Pubco’s Certificate of Incorporation, as amended, or By-laws,
or result in a breach of any terms or provisions of, or constitute
a default under, any material contract, agreement or instrument to
which Pubco is a party or by which Pubco is bound.
(iv) The execution,
delivery and performance of this Agreement does not, and at the
Closing Time will not, conflict with MDwerks’ Certificate of
Incorporation, as amended, or By-laws, or result in a breach of any
terms or provisions of, or constitute a default under, any material
contract, agreement or instrument to which MDwerks is a party or by
which MDwerks is bound.
(v) From the date
of commencement of sales until completion of the Offering of the
Units by the Placement Agent, the Memorandum will contain all
statements required to be stated therein in accordance with the
Securities Act, will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading;
provided, however, that no representation or warranty is made as to
the requirement to disclose the identity of Pubco in the
Memorandum.
(vi) MDwerks has
prepared the Memorandum, which may be supplemented or amended from
time to time and which contains information materially accurate as
of the date specified therein, of the kind specified by applicable
statutes and regulations, including, without limitation:
