FIRST AMENDMENT TO PLACEMENT AGENT AGREEMENT
This First Amendment to that certain Placement Agent Agreement (the
"Placement Agent Agreement") is dated December 30, 1998 by and among
Mannatech, Incorporated (the "Company"), certain selling shareholders of the
Company (the "Selling Shareholders") and J. J. B. ▇▇▇▇▇▇▇▇, ▇. ▇. ▇▇▇▇▇, Inc.
(the "Placement Agent"), and amends the Placement Agent Agreement dated as of
November 18, 1998 by and among the Company, the Selling Shareholders and the
Placement Agent.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. The Placement Agent agrees that (i) the $50,000.00 retention fee (the
"Fee") advanced to the Placement Agent will be applied solely against the
Placement Agent's accountable out-of-pocket expenses related to the
initial public offering (the "Offering") and (ii) if the Offering is
terminated, to reimburse the Company for any portion of the Fee not
actually expended by the Placement Agent for its accountable
out-of-pocket expenses related to the Offering.
2. The Placement Agent agrees to deposit all funds received from subscribers
after the commencement of the initial public offering in a segregated
account entitled, "▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Mannatech Subscription Account", which
funds shall, until the termination of the escrow period provided for in
the Escrow Agreement executed by the parties hereto and Bank One,
Kentucky, NA ("Bank One"), be transferred, via the deposit of Placement
Agent's check, to the escrow account established with Bank One no later
than 12:00 p.m. on the business day following the receipt of such funds.
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This First Amendment to Placement Agent Agreement has been executed by
the undersigned as of the date set forth above.
MANNATECH, INCORPORATED
By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
SELLING SHAREHOLDERS:
By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Attorney-in-Fact
By:
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Attorney-in-Fact
PLACEMENT AGENT:
J. J. B. ▇▇▇▇▇▇▇▇, ▇. ▇. ▇▇▇▇▇, Inc.
By:
Name:
Title: