EXHIBIT 1(c)
Placement Agent Registration Rights Agreement
This Placement Agent Registration Rights Agreement (this "Agreement") dated
, 2002 is entered into by and between SearchHelp, Inc. (the
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"Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co., Inc. (the "Placement Agent").
W I T N E S S E T H
WHEREAS, the Company is filing a registration statement on Form SB-1
("Current Registration Statement") under the Securities Act of 1933, as amended,
with the Securities and Exchange Commission, File No. relating to
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the subscription for and sale of 8,000,000 units of the Issuer (the "Offering")
at $.50 per unit, each unit consisting of one (1) share of common stock of the
Company, $.0001 par value and, (1) class A warrant to purchase one (1) share of
common stock of the Company at $.75 per share and one (1) class B warrant to
purchase one (1) share of common stock of the Company at $1.75 per share (the
"Unit");
WHEREAS, prospective investors may from time to time purchase a certain
number of Units in the Company in accordance with the terms of the prospectus
dated , 2002, as amended and supplemented (the "Prospectus");
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WHEREAS, the Placement Agent has been named as placement agent in
connection with the proposed offering of the Units in accordance with the terms
of the placement agreement between the Placement Agent and the Company dated
, 2002 (the "Placement Agreement") to sell Units on the date
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("Effective Date") the Registration Statement becomes effective with the
Commission until the earlier of the termination of the Offering on [December 31,
2002], if not terminated sooner by the Company ("Offering Period"); and
WHEREAS, as partial consideration for its services as placement agent, the
Placement Agent has been issued a warrant to purchase up to 800,000 Units (the
"Placement Agent's Warrant"), and, upon exercise of the Warrant and/or the
Future Warrants referred to in the Placement Agent's Warrant (collectively with
the Placement Agent's Warrant, the "Warrants"), the Placement Agent will be
issued shares of Common Stock;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
1. Certain Definitions.
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As used in this Agreement, in addition to the terms defined elsewhere in
this Agreement, the following terms shall have the following respective
meanings:
"Commission" means the Securities and Exchange Commission, or any
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other federal agency at the time administering the Securities Act and the
Exchange Act.
"Common Stock" means the common stock, $0.0001 par value per share, of
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the Company.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
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or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.
"Initial Public Offering" means the initial underwritten public
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offering of shares of Common Stock pursuant to the Current Registration
Statement.
"Other Holders" shall mean the holders of securities of the Company
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who are entitled, by contract with the Company, to have securities included in a
registration.
"Prospectus" means the prospectus included in any Registration
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Statement, as amended or supplemented by an amendment or prospectus supplement,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.
"Registration Statement" means a registration statement filed by the
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Company with the Commission for a public offering and sale of securities of the
Company or any Other Holders (other than a registration statement on Form S-8 or
Form S-4, or their successors, or any other form for a similar limited purpose,
or any registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).
"Registration Expenses" means the expenses described in Section 4.
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"Registrable Shares" means (i) the shares of Common Stock ultimately
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issued or issuable after the exercise of the Warrants, (ii) any other shares of
Common Stock issued in respect of such shares (because of stock splits, stock
dividends, reclassifications, recapitalizations, or similar events); provided,
however, that shares of Common Stock which are Registrable Shares shall cease to
be Registrable Shares upon (i) any sale pursuant to a Registration Statement or
Rule 144 under the Securities Act or (ii) any sale in any manner to a person or
entity which, by virtue of Section 13 of this Agreement, is not entitled to the
rights provided by this Agreement.
"Securities Act" means the Securities Act of 1933, as amended, or any
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successor federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.
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"Selling Stockholder" means any Stockholder owning Registrable Shares
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included in a Registration Statement.
"Stockholders" means the Placement Agent and any persons or entities
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to whom the rights granted under this Agreement are transferred by the Placement
Agent, its successors or assigns pursuant to Section 12 hereof.
2. Incidental Registration.
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(a) Whenever the Company proposes to file a Registration Statement
(other than the Current Registration Statement) at any time and from time to
time, it will, prior to such filing, give written notice to all Stockholders of
its intention to do so; PROVIDED, that, to the extent relevant, such notice
shall describe any determination of the managing underwriter pursuant to Section
2(b). Upon the written request of Stockholder(s) holding Common Stock and/or
Warrants representing at least 25% of the Registrable Shares then held by all
Stockholders given within twenty (20) days after the Company provides such
notice (which request shall state the intended method of disposition of such
Registrable Shares), but subject to any determination of a managing underwriter
pursuant to Section 2(b) below, the Company shall use its best efforts to cause
all Registrable Shares which the Company has been requested by such Stockholder
or Stockholders to register to be registered under the Securities Act to the
extent necessary to permit their sale or other disposition in accordance with
the intended methods of distribution specified in the request of such
Stockholder or Stockholders; provided that the Company shall have the right to
postpone or withdraw any registration effected pursuant to this Section 2
without obligation to any Stockholder.
(b) If the registration for which the Company gives notice
pursuant to Section 2 is a registered public offering involving an underwriting,
the Company shall so advise the Stockholders as a part of the written notice
given pursuant to Section 2. In such event, the right of any Stockholder to
include its Registrable Shares in such registration pursuant to Section 2 shall
be conditioned upon such Stockholder's participation in such underwriting on the
terms set forth herein. All Stockholders proposing to distribute their
securities through such underwriting shall (together with the Company, Other
Holders, and any officers or directors distributing their securities through
such underwriting) enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for the underwriting by the Company.
Notwithstanding any other provision of this Section 2, if the managing
underwriter determines in writing that the inclusion of all shares requested to
be registered would adversely affect the offering, the Company may limit the
number of Registrable Shares to be included in the registration and
underwriting. The Company shall so advise all holders of Registrable Shares
requesting registration, and the number of shares that are entitled to be
included in the registration and underwriting shall be allocated in the
following manner. The securities of the Company held by officers and directors
of the Company (other than Registrable Shares) shall be excluded from such
registration and underwriting to the extent deemed advisable by the managing
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underwriter, and, if a further limitation on the number of shares is required,
the number of shares that may be included in such registration and underwriting
shall be allocated among all Stockholders and Other Holders requesting
registration in proportion, as nearly as practicable, to the respective number
of Registrable Shares which they held at the time the Company gives the notice
specified in Section 2. If any Stockholder or Other Holder would thus be
entitled to include more securities than such holder requested to be registered,
the excess shall be allocated among other requesting Stockholders and Other
Holders pro rata in the manner described in the preceding sentence. If any
holder of Registrable Shares or any officer, director or Other Holder
disapproves of the terms of any such underwriting, such person may elect to
withdraw therefrom by written notice to the Company, and any Registrable Shares
or other securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration.
(c) Notwithstanding the foregoing, the Company shall not be
required, pursuant to this Section 2, to include any Registrable Shares in a
Registration Statement if such Registrable Shares can then be sold pursuant to
Rule 144(k) under the Securities Act.
3. Registration Procedures.
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(a) If and whenever the Company is required by the provisions of
this Agreement to use its best efforts to effect the registration of any
Registrable Shares under the Securities Act, the Company shall:
(i) file with the Commission a Registration Statement with
respect to such Registrable Shares and use its best efforts to cause that
Registration Statement to become effective as soon as practicable;
(ii) as expeditiously as practicable prepare and file with
the Commission any amendments and supplements to the Registration Statement and
the prospectus included in the Registration Statement as may be necessary to
comply with the provisions of the Securities Act (including the anti-fraud
provisions thereof) and to keep the Registration Statement effective from the
effective date until all such Registrable Shares are sold.
(iii) as expeditiously as practicable furnish to each Selling
Stockholder such reasonable numbers of copies of the Prospectus, including any
preliminary Prospectus, in conformity with the requirements of the Securities
Act, and such other documents as such Selling Stockholder may reasonably request
in order to facilitate the public sale or other disposition of the Registrable
Shares owned by such Selling Stockholder;
(iv) as expeditiously as practicable use its best efforts to
register or qualify the Registrable Shares covered by the Registration Statement
under the securities or Blue Sky laws of such states as the Selling Stockholders
shall reasonably request, and do any and all other acts and things that may be
necessary or desirable to enable the Selling Stockholders to consummate the
public sale or other disposition in such states of the Registrable Shares owned
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by the Selling Stockholder; provided, however, that the Company shall not be
required in connection with this paragraph (iv) to qualify as a foreign
corporation or execute a general consent to service of process in any
jurisdiction;
(v) as expeditiously as practicable, cause all such
Registrable Shares to be listed on each securities exchange or automated
quotation system on which similar securities issued by the Company are then
listed;
(vi) promptly provide a transfer agent and registrar for all
such Registrable Shares not later than the effective date of such Registration
Statement;
(vii) promptly make available for inspection by the Selling
Stockholders, any managing underwriter participating in any disposition pursuant
to such Registration Statement, and any attorney or accountant or other agent
retained by any such underwriter or selected by the Selling Stockholders, all
financial and other records, pertinent corporate documents and properties of the
Company and cause the Company's officers, directors, employees and independent
accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such Registration
Statement;
(viii) as expeditiously as practicable, notify each Selling
Stockholder, promptly after it shall receive notice thereof, of the time when
such Registration Statement has become effective or a supplement to any
Prospectus forming a part of such Registration Statement has been filed; and
(ix) as expeditiously as practicable following the
effectiveness of such Registration Statement, notify each Selling Stockholder of
any request by the Commission for the amending or supplementing of such
Registration Statement or Prospectus.
(b) If the Company has delivered a Prospectus to the Selling
Stockholders and after having done so the Prospectus is amended, the Company
shall promptly notify the Selling Stockholders and, if requested, the Selling
Stockholders shall immediately cease making offers of Registrable Shares and
return all Prospectuses to the Company. The Company shall promptly provide the
Selling Stockholders with revised Prospectuses and, following receipt of the
revised Prospectuses, the Selling Stockholders shall be free to resume making
offers of the Registrable Shares.
(c) In the event that, in the judgment of the Company, it is
advisable to suspend use of a Prospectus included in a Registration Statement
due to pending material developments or other events that have not yet been
publicly disclosed and as to which the Company believes public disclosure would
be detrimental to the Company, the Company shall notify all Selling Stockholders
to such effect, and, upon receipt of such notice, each such Selling Stockholder
shall immediately discontinue any sales of Registrable Shares pursuant to such
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Registration Statement until such Selling Stockholder has received copies of a
supplemented or amended Prospectus or until such Selling Stockholder is advised
in writing by the Company that the then current Prospectus may be used and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus. Notwithstanding anything
to the contrary herein, the Company shall not exercise its rights under this
Section 3(c) to suspend sales of Registrable Shares for a period in excess of
sixty (60) days in any 365-day period.
4. Allocation of Expenses. The Company will pay all Registration Expenses
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for all registrations under this Agreement. For purposes of this Section, the
term "Registration Expenses" shall mean all expenses incurred by the Company in
complying with this Agreement, including, without limitation, all registration
and filing fees, exchange listing fees, printing expenses, reasonable fees and
expenses of counsel for the Company and the fees and expenses of one counsel
selected by the Selling Stockholders to represent the Selling Stockholders,
state Blue Sky fees and expenses, and the expense of any special audits incident
to or required by any such registration. Registration Expenses shall not include
underwriting discounts, selling commissions and the fees and expenses of Selling
Stockholders' own counsel (other than the counsel selected to represent all
Selling Stockholders), which shall be borne by Selling Stockholders.
5. Indemnification and Contribution.
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(a) In the event of any registration of any of the Registrable Shares under the
Securities Act pursuant to this Agreement, the Company will indemnify and hold
harmless each Selling Stockholder, each underwriter of such Registrable Shares,
and each other person, if any, who controls such seller or underwriter within
the meaning of the Securities Act or the Exchange Act against any losses,
claims, damages or liabilities, joint or several, to which such Selling
Stockholder, underwriter or controlling person may become subject under the
Securities Act, the Exchange Act, state securities or Blue Sky laws or
otherwise, but only insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement under which such Registrable Shares were registered under the
Securities Act, any preliminary prospectus or final Prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company will reimburse such Selling
Stockholder, underwriter and each such controlling person for any legal or any
other expenses reasonably incurred by such Selling Stockholder, underwriter or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any untrue statement or omission made
in such Registration Statement, preliminary prospectus or prospectus, or any
such amendment or supplement, in reliance upon and in conformity with
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information furnished to the Company, in writing, by or on behalf of such
Selling Stockholder, underwriter or controlling person specifically for use in
the preparation thereof.
(b) In the event of any registration of any of the Registrable
Shares under the Securities Act pursuant to this Agreement, each Selling
Stockholder, severally and not jointly, will indemnify and hold harmless the
Company, each of its directors and officers and each underwriter (if any) and
each person, if any, who controls the Company or any such underwriter within the
meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages or liabilities, joint or several, to which the Company, such directors
and officers, underwriter or controlling person may become subject under the
Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement under which
such Registrable Shares were registered under the Securities Act, any
preliminary prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or
arise out of or are based upon any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if the statement or omission was made in reliance upon
and in conformity with information relating to such Selling Stockholder
furnished in writing to the Company by or on behalf of such Selling Stockholder
specifically for use in connection with the preparation of such Registration
Statement, prospectus, amendment or supplement; provided, however, that the
obligations of a Selling Stockholder hereunder shall be limited to an amount
equal to the net proceeds to such Selling Stockholder of Registrable Shares sold
in connection with such registration (except in case of fraud by such Selling
Stockholder).
(c) Each party entitled to indemnification under this Section (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld); and, provided, further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section except to the extent that the Indemnifying Party
is adversely affected by such failure. The Indemnified Party may participate in
such defense at such party's expense; provided, however, that the Indemnifying
Party shall pay such expense if representation of such Indemnified Party by the
counsel retained by the Indemnifying Party would be inappropriate due to actual
or potential differing interests between the Indemnified Party and any other
party represented by such counsel in such proceeding; provided further that in
no event shall the Indemnifying Party be required to pay the expenses of more
than one law firm per jurisdiction as counsel for the Indemnified Party. The
Indemnifying Party also shall be responsible for the expenses of such defense if
the Indemnifying Party does not elect to assume such defense. No Indemnifying
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Party, in the defense of any such claim or litigation shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect of such claim or litigation, and no Indemnified Party
shall consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the Indemnifying Party, which consent shall
not be unreasonably withheld.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 5 is due
in accordance with its terms but for any reason is held to be unavailable to an
Indemnified Party in respect to any losses, claims, damages and liabilities
referred to herein, then the Indemnifying Party shall, in lieu of indemnifying
such Indemnified Party, contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities to
which such party may be subject in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and the Stockholders on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Stockholders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of material fact related to information supplied by the Company
or the Stockholders and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Stockholders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the provisions
of this paragraph of Section 5, (a) in no case shall any one Stockholder be
liable or responsible for any amount in excess of the net proceeds received by
such Stockholder from the offering of Registrable Shares except in case of fraud
by such Stockholder and (b) the Company shall be liable and responsible for any
amount in excess of such proceeds; provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this Section, notify such party
or parties from whom contribution may be sought, but the omission so to notify
such party or parties from whom contribution may be sought shall not relieve
such party from any other obligation it or they may have thereunder or otherwise
under this Section. No party shall be liable for contribution with respect to
any action, suit, proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld.
6. Other Matters with Respect to Underwritten Offerings. In the event
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that Registrable Shares are sold pursuant to a Registration Statement in an
underwritten offering pursuant to Section 2, the Company agrees to (a) enter
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into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of the Company and
customary covenants and agreements to be performed by the Company, including
without limitation customary provisions with respect to indemnification by the
Company of the underwriters of such offering; (b) use its best efforts to cause
its legal counsel to render customary opinions to the underwriters with respect
to the Registration Statement; and (c) use its best efforts to cause its
independent public accounting firm to issue customary "cold comfort letters" to
the underwriters with respect to the Registration Statement.
7. Information by Holder. Each holder of Registrable Shares included in
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any registration shall furnish to the Company such information regarding such
holder and the distribution proposed by such holder as the Company may
reasonably request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Agreement.
8. "Stand-Off" Agreement; Confidentiality of Notices. Each Stockholder,
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if requested by the Company and the managing underwriter of an underwritten
public offering by the Company of Common Stock (provided that all officers and
directors of the Company and any other selling shareholders shall also agree to
such restriction), shall not sell or otherwise transfer or dispose of any
Registrable Shares or other securities of the Company held by such Stockholder
for a period of one hundred and twenty (120) days following the effective date
of a Registration Statement.
The Company may impose stop-transfer instructions with respect to the
Registrable Shares or other securities subject to the foregoing restriction
until the end of such 180-day period.
Any Stockholder receiving any written notice from the Company regarding the
Company's plans to file a Registration Statement shall treat such notice
confidentially and shall not disclose such information to any person other than
as necessary to exercise its rights under this Agreement.
9. Limitations on Subsequent Registration Rights. The Company shall not,
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without the prior written consent of Stockholders holding at least a majority of
the Registrable Shares then held by all Stockholders, enter into any agreement
(other than this Agreement) with any holder or prospective holder of any
securities of the Company which grant such holder or prospective holder rights
to include securities of the Company in any Registration Statement, unless (a)
such rights to include securities in a registration initiated by the Company or
by Stockholders are not more favorable than the rights granted to the Purchasers
under Section 2 of this Agreement, and (b) no rights are granted to initiate a
registration, other than registration pursuant to a registration statement on
Form S-3 (or its successor) in which Stockholders are entitled to include
Registrable Shares on a pro rata basis with such holders based on the number of
Registrable Shares owned by Stockholders and such holders.
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10. Rule 144 Requirements. After the earliest of (i) the closing of the
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sale of securities of the Company pursuant to a Registration Statement, (ii) the
registration by the Company of a class of securities under Section 12 of the
Exchange Act, or (iii) the issuance by the Company of an offering circular
pursuant to Regulation A under the Securities Act, the Company agrees to:
(a) make and keep current public information about the Company
available, as those terms are understood and defined in Rule 144;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements); and
(c) furnish to any holder of Registrable Shares upon request (i) a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting requirements), (ii) a copy of
the most recent annual or quarterly report of the Company, and (iii) such other
reports and documents of the Company as such holder may reasonably request to
avail itself of any similar rule or regulation of the Commission allowing it to
sell any such securities without registration.
11. Termination. All of the Company's obligations to register Registrable
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Shares under Section 2 of this Agreement shall terminate upon the earlier of (i)
the term of the Placement Agent's Warrant plus one (1) year or (ii) when there
shall not be any Registrable Shares; provided, however, that the obligations of
the Company and corresponding rights of the Stockholders under Section 2 hereof
shall be inapplicable as to any Stockholder whenever the provisions of Rule
144(k) are applicable to all Registrable Shares then held by such Stockholder.
12. Transfer of Rights. Subject to the NASD Conduct Rules, the Placement
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Agent shall have the rights to transfer as set forth in Section 9 of the
Placement Agent's Warrant.
13. Miscellaneous.
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(a) Governing Law. This Agreement shall be construed in accordance
with the laws of the State of New York applicable to contracts made and
performed within such State, without giving effect to conflicts of law
principles.
(b) Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or by Federal Express, Express Mail or
similar overnight delivery or courier service or delivered (in person or by
telecopy, telex or similar telecommunications equipment) against receipt to the
party to whom it is to be given, (i) if to the Company, at its address at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: President, (ii) if to the
Placement Agent, at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
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11021, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or (iii) in either case, to such other
address as the party shall have furnished in writing in accordance with the
provisions of this Section 13(c). Any notice or other communication given by
certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party's address which shall be deemed given at
the time of receipt thereof. Any notice given by other means permitted by this
Section 13(c) shall be deemed given at the time of receipt thereof.
(c) Waiver. No course of dealing and no delay or omission on the
part of the Placement Agent in exercising any right or remedy shall operate as a
waiver thereof or otherwise prejudice the Placement Agent's rights, powers or
remedies. No right, power or remedy conferred by this Agreement upon the
Placement Agent shall be exclusive of any other right, power or remedy referred
to herein or now or hereafter available at law, in equity, by statute or
otherwise, and all such remedies may be exercised singly or concurrently.
(d) Amendment. This Agreement may be amended only by a written
instrument executed by the Company and the Placement Agent. Any amendment shall
be endorsed upon this Agreement, and all future Stockholders shall be bound
thereby.
(e) Captions. Paragraph captions contained in this Agreement are
inserted only as a matter of convenience and for reference and in no way define,
limit or extend or describe the scope of this Agreement or the intent of any
provision hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SEARCHHELP, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer, President
and Treasurer
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & CO., INC.
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
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