Exhibit 1.01
LANE CAPITAL MARKETS,LLC
________________, 2006
ValueRich, Inc.
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Re: Underwriting Agreement
Gentlemen:
This Agreement confirms the mutual understanding and agreement between
ValueRich, Inc., a Delaware corporation (the "Company"), and Lane Capital
Markets, LLC (the "Representative") in connection with the offering and sale
through the Representative and other broker-dealers identified on Schedule I
hereto (together with the Representative, the "Underwriters") of an aggregate
amount of 2,000,000 units of the Company (the "Units") for $3.50 per Unit, each
Unit consisting of one share (the "Shares") of common stock of the Company, par
value $0.01 per share (the "Common Stock"), and one warrant to purchase one
share (the "Warrant Shares") of Common Stock of the Company at an exercise price
equal to $3.85 per share (110% of the initial public offering price of each
Unit) (the "Warrants"), commencing at any time after the shares of Common Stock
and Warrants become separately tradable until the fifth anniversary of the date
the Securities and Exchange Commission (the "SEC") declares the Registration
Statement on Form SB-2 therein registering the Units, shares of Common Stock and
Warrants (the "Registration Statement") to be effective under the Securities Act
of 1933, as amended (the "Securities Act"). As long as the Registration
Statement is in effective, the Warrants are redeemable by the Company at $0.10
per Warrant, on 30 days prior written notice to the holder thereof, if the
Common Stock has traded at or above $5.60 for ten consecutive trading days. The
Warrant's exercise price is subject to adjustment under certain circumstances.
The offering of the Securities is further described in the Registration
Statement. In addition, solely for purposes of covering over-allotments, if any,
the Company has agreed to grant the Underwriters an option (the "Over-Allotment
Option"), exercisable for a 45 day-period commencing on the date of this
Agreement, to purchase from the Company up to an additional 300,000 Units (the
"Additional Units"), each Additional Unit consisting of one Share (the
"Additional Shares") and one Warrant (the "Additional Warrants") to purchase one
share (the "Additional Warrant Shares") on the same terms as the Warrant. The
Units, Shares, Warrants, Warrant Shares, Additional Units, Additional Shares,
Additional Warrants and Additional Warrant Shares (collectively, the
"Securities") are described more fully in the Registration Statement.
1. Registration Statement. The Registration Statement, including the Prospectus
and the exhibits filed therewith, for the registration of the Securities under
the Securities Act will be prepared by the Company and with the SEC and the
applicable state authorities. The Registration Statement, any amendments
thereto, and all documents filed by the Company with the SEC shall conform in
all material respects with the requirements of the Securities Act and the Rules
and Regulations promulgated under the Securities Act. All financial statements
contained in the Registration Statement and any amendment thereto shall have
been reported on by independent certified public accountants acceptable to the
Representative, it being agreed that ▇▇▇▇▇▇▇▇, Bierwolf & ▇▇▇▇▇▇, LLC, the
Company's current independent auditors, are acceptable to Underwriter.
Neither the Registration Statement nor the other material to be filed with the
SEC will contain any untrue statements of material facts nor will there be any
omissions of material fact required to be stated therein or that are necessary
to make the statements therein not misleading, except that, as between the
parties, this covenant will not apply to any statement or omissions made in
reliance upon or in conformity with information furnished to the Company by and
with respect to the Underwriters expressly for use in the Registration Statement
or any amendment or supplement thereto.
The proposed Registration Statement shall be submitted to the Representative for
review at least five business days before the date the Company and
Representative propose to file the Registration Statement with the SEC. All
amendments and supplements to the Registration Statement shall be submitted to
the Representative at least five (5) business days prior to the date that such
amendments are intended to be filed with the SEC, which time period may be
waived by mutual consent of the parties. The content of any verbal comments and
copies of all comment letters received from the SEC shall immediately be
supplied to Representative and its counsel. The Company will deliver to the
Representative as many copies of the manually executed and conformed
Registration Statement and each amendment thereto (including exhibits), as the
Representative shall reasonably request and at the same time as such documents
are filed with the SEC. The Company will not allow the Registration Statement to
become effective without obtaining the prior written consent of the
Representative.
2. Representations, Warranties and Covenants of the Company. In order to induce
the Representative to enter into this Agreement, the Company represents,
warrants and covenants as follows:
(a) The Company has obtained a CUSIP number for its Securities, and the Company
will use its best efforts to register or qualify (or exempt from
registration/qualification) the Securities for offering in every state,
territory or possession of the United States (including the District of
Columbia, hereinafter referred to as a "State") in which it plans to offer the
Securities for sale. The materials filed or to be filed with any State will not
contain any untrue statements of material fact nor are there or will there be
any omissions of material facts required to be stated therein or that are
necessary to make the statements therein not misleading, except that, as between
the parties, this covenant will not apply to any statement or omission made in
reliance upon or in conformity with information furnished to the Company by and
with respect to Underwriters expressly for use in the materials filed with the
State.
(b) The outstanding capital stock of the Company has been duly and validly
authorized, issued and is fully paid and non-assessable and will conform to all
statements made in the Registration Statement, including Prospectus and relevant
exhibits, with respect thereto. The Securities have been duly and validly
authorized and, when issued and delivered against payment as provided in this
Agreement, will be validly issued, fully paid and non-assessable.
(c) The Shares and Additional Shares are validly authorized, and when issued and
delivered in accordance with this Agreement, will be validly issued, fully paid
and nonassessable, without any personal liability attaching to the ownership
thereof, and will not be issued in violation of any preemptive or similar rights
of stockholders, and the holders thereof will receive good title to the Shares
and Additional Shares free and clear of all liens, security interests, pledges,
charges, encumbrances, stockholders' agreements and voting trusts. The Shares
and Additional Shares conform to all statements relating thereto in the
Registration Statement and Prospectus.
(d) The Warrant Shares and Additional Warrant Shares are validly authorized and
validly reserved for issuance, and when issued and delivered upon the exercise
of the Warrants and Additional Warrants, respectively in accordance with this
Agreement, will be validly issued, fully paid and nonassessable, without any
personal liability attaching to the ownership thereof, and will not be issued in
violation of any preemptive or similar rights of stockholders, and the holders
of the Warrants or Additional Warrants, as the case may be, will receive good
title to the Warrant Shares and Additional Warrant Shares free and clear of all
liens, security interests, pledges, charges, encumbrances, stockholders'
agreements and voting trusts. The Warrant Shares and Additional Warrant Shares
conform to all statements relating thereto in the Registration Statement and
Prospectus.
(c) The Company has been legally incorporated and is now, and always during the
period of the offering will be, a validly existing corporation under the laws of
the State of Delaware, lawfully qualified to conduct the business for which is
was organized and which it proposes to conduct. The Company will always during
the period of the offering be qualified to conduct business as a foreign
corporation in each jurisdiction where the nature of its business requires such
qualification.
(d) The Company's certificate of incorporation provides for the authorization of
100 million (100,000,000) shares of Common Stock and ten million (10,000,000)
shares of preferred stock, par value $0.001 per share. There are no outstanding
options, warrants or other rights to purchase or otherwise receive securities of
the Company except as described in the Registration Statement.
(e) The Company has no subsidiaries nor contemplates acquiring subsidiaries or
engaging in mergers with or the acquisition of any companies.
(f) The financial statements, together with related schedules and notes, to be
included in the Registration Statement will present fairly the financial
condition of the Company and will be reported upon by independent public
accountants according to generally accepted accounting principles and as
required by the rules and regulations of the Commission.
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(g) The Securities nor any of the other Company's securities are not subject to
preemptive rights.
(h) The Company has the legal right and authority to enter into this
Underwriting Agreement, to effect the proposed sale of the Securities, and to
effect all other transactions contemplated by this Agreement.
(i) The Company is eligible to use Form SB-2 for the offering of the Securities.
(j) The Company possesses adequate certificates and permits issued by the
appropriate federal, state and local regulatory authorities necessary to conduct
its business and to retain possession of its properties. The Company has not
received any notice of any proceeding relating to the revocation or modification
of any of these certificates or permits.
(k) The Company has filed all tax returns required to be filed and is not in
default in the payment of any taxes that have become due pursuant to any law or
any assessment.
(l) All of the contracts, leases, licenses, permits and agreements under which
the Company operates as will be described in the Registration Statement are in
full force and effect. The Company is not in default under any of the material
terms or provisions of any such contracts, leases, licenses, permits or
agreements.
(m) All original documents and other information relating to the Company's
business are and will continue to be made available upon request to the
Underwriters and their counsel at the offices of the Company, and copies of any
such documents will be promptly furnished upon request to the Representative or
its counsel.
(n) The Company shall appoint Interwest Transfer Company, Inc., another firm
reasonably acceptable to the Representative, as the Company's transfer agent.
The Company will continue to retain a transfer agent reasonably satisfactory to
the Representative for so long as the Company is subject to the reporting
requirements under Section 12(g) or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The Company will make arrangements to
have available at the office of the transfer agent sufficient quantities of the
Company's appropriate certificates as may be needed for the quick and efficient
transfer of the Securities.
(o) The Company will use the proceeds from the sale of the Units and Additional
Units as will be set forth in the Registration Statement and Prospectus.
(p) There are no contracts or other documents required to be described in the
Registration Statement or to be filed as exhibits to the Registration Statement
that will not be described or filed as required.
All of the above representations and warranties shall survive the performance or
termination of this Agreement.
3. Representations, Warranties and Covenants of the Representative. The
Representative represents, warrants and covenants as follows:
(a) It is registered as a broker-dealer with the Commission, and is registered
to the extent registration is required with the appropriate governmental agency
in each State in which it offers or sells the Units and Additional Units, and is
a member of the National Association of Securities Dealers, Inc. ("NASD") and
will use its best efforts to maintain such registrations, qualifications and
memberships throughout the term of the offering.
(b) To the knowledge of the Representative, no action or proceeding is pending
against the Representative or any of its officers or directors concerning the
Representative's activities as a broker or dealer that would affect the
Company's offering of the Unit and Additional Units.
(c) The Representative will offer the Units and Additional Units only in those
states and in the quantities that are identified in the Blue Sky Memoranda from
the Company's counsel to the Representative that the offering of the Units and
Additional Units has been registered or qualified (or exempt from
registration/qualification) for sale under the applicable State statutes and
regulations. The Representative, however, may offer the Units and Additional
Units in other States if (i) the transaction is exempt from the registration
requirements in that State, (ii) the Company's counsel has received notice ten
days prior to the proposed sale, and (iii) the Company's counsel does not object
within such ten-day period.
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(d) The Representative, in connection with the offer and sale of the Units and
Additional Units and in the performance of its duties and obligations under this
Agreement, agrees to use its best efforts to comply with all applicable federal
laws; the laws of the states or other jurisdictions in which the Shares are
offered and sold; and the Rules and current written interpretations and policies
of the NASD.
(e) The Representative is a limited liability company duly organized, validly
existing and in good standing under the laws of the state of of its formation
with all requisite power and authority to enter into this Agreement and to carry
out its obligations hereunder.
(f) This Agreement has been duly authorized, executed and delivered by the
Representative and is a valid agreement on the part of the Representative.
(g) Neither the execution of this Agreement nor the consummation of the
transactions contemplated hereby will result in any breach of any of the terms
or conditions of, or constitute a default under, the articles of incorporation
or bylaws of the Representative or any indenture, agreement or other instrument
to which the Representative is a party or violate any order directed to the
Representative of any court or any federal or State regulatory body or
administrative agency having jurisdiction over the Representative or its
affiliates.
(h) No person acting by, through or under the Representative will be entitled to
receive from the Representative or from the Company finders' fees or similar
payments, except as set forth in this agreement.
All of the above representations and warranties shall survive the performance or
termination of this Agreement.
4. Employment of the Representative. In reliance upon the representations and
warranties and subject to the terms and conditions of this Agreement:
(a) The Company employs the Representative as its agent to sell for the
Company's account the Units and/or the Additional Units, as the case may be, at
a price of $3.50 per Unit. The Representative agrees to use its best efforts, as
agent for the Company, to sell the Units and/or Additional Units, as the case
may be, subject to the terms and conditions set forth in this Agreement. It is
understood between the parties that there is no firm commitment by the
Representative to purchase any or all of the Additional Units.
(b) The obligation of the Representative to offer the Units and Additional Units
is subject to receipt by it of written advice from the SEC that the Registration
Statement is effective, is subject to the Securities being registered or
qualified (or exempt from registration/qualification) for offering under
applicable laws in the States as may be reasonably designated, is subject to the
absence of any prohibitory action by any governmental body, agency or official,
and is subject to the terms and conditions contained in this Agreement and in
the Registration Statement.
(c) The Company and the Representative agree that Units are being offered by the
Underwriters on a "firm commitment" basis. Prior to the sale of the Units, all
proceeds received from the sale of the Units will be deposited into an interest
bearing escrow account entitled with such escrow agent as may be agreed between
the Company and Underwriter (the "Escrow Agent").
(d) The Representative, the Company and the Escrow Agent, will, prior to the
beginning of the offering of the Units, enter into a fund escrow agreement
("Escrow Agreement"). The parties mutually agree to faithfully perform their
obligations under the Escrow Agreement. The Representative will promptly deliver
the funds into the Escrow Account in accordance with Rule 15c2-4 of the Exchange
Act, but in any event not later than noon the next business day after receipt of
such funds. The Representative will promptly deliver a copy of each subscription
agreement received to the executive offices of the Company, to the attention of
the Company's designated officer. In accordance with the requirements of Rules
15c2-4 and 10b-9 of the Exchange Act, in the event that the offering is not
consummated, the funds paid into the Escrow Account shall be promptly returned
to each individual subscriber by the Escrow Agent, and not returned to the
Representative or the Company for delivery to such subscribers. Any pro rata
interest on the escrowed funds shall not be paid to the Representative, but
shall be paid to the subscribers on a pro rata basis.
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(e) Subject to the closing of the sale by the Company of the Units, the Company
agrees to pay to the Representative immediately upon the release to the Company
in such closing (the "Closing") of the investors' funds deposited into the
Escrow Account:
(i) a commission equal to ten percent (10%) of the public offering price
for the Units sold in the offering;
(ii) a non-accountable expense allowance to the Representative for legal,
accounting, and other miscellaneous expenses in connection with the
offering shall be three percent (3%) of the aggregate gross proceeds of
Units sold in the offering;
(iii) a warrant (the "Representative's Warrant") to purchase unit warrants
for $.001 per warrant. The Representative's Warrant will consist of a
warrant to purchase 200,000 shares of Common Stock and a warrant to
purchase 200,000 Warrants to purchase the Company's Common Stock. The
unit warrant underlying the Representative's Warrant will be
exercisable for 5 years beginning one year from the date of the
Prospectus at 110% of the initial offering price of the Unit and will
not be callable; and
(iv) $______________upon the closing and the release to the Company of funds
from the Escrow Account pursuant to a three (3) year consulting
agreement, in the form substantially similar to that attached hereto as
Annex A, at a fee of $36,000 per year to be entered into by and between
the Company and the Representative, which such agreement shall be
effective the closing of the offering.
(f) The Company shall be responsible for all of its selling expenses incident to
the offering (other than commissions and other compensation set forth in
paragraph (e) of this Section 4) which are customarily incurred, paid, or borne
by or on behalf of issuers in connection with the sale of securities, even
though such expenses are paid through the Representative. Such selling expenses
include, but are not limited to, the following: (1) the cost of preparing,
printing, and filing registration applications, registration statements,
prospectuses, offering circulars, and other documents used in registering
securities, including any registration fees and other expenses associated
therewith; (2) the amount of any attorneys' fees and expenses (except those
charged by an underwriter's counsel) incurred or paid in connection with the
offering; (3) the amount of any accountant's or auditor's fees and expenses
incurred or paid in connection with the offering; (4) the amount of the fees and
charges of any transfer agents, registrars, indenture trustees, escrow agents,
depositories, engineers, appraisers, or other professional or technical experts;
(5) the cost of authorizing, preparing, and printing certificates for securities
and other documents relating thereto, including taxes and stamps; (6) the amount
of all printing, advertising, traveling expenses, and expenses in connection
with meetings and presentations for informational or promotional purposes (e.g.,
"road show") incurred or paid by the Company or, at the request of or with the
prior approval of the Company, which approval shall not be unreasonably
withheld, by the Representative, in registering or selling securities, (except
"road show" or meeting expenses traditionally borne by an underwriter); and (7)
any other costs (including staffing or other additional administrative costs)
directly or indirectly borne by the Company in respect of the sale of the
securities being offered, that are not selling costs for the offering.
5. Further Agreements of the Company. The Company further agrees with the
Representative as follows:
(a) The Company will use its best efforts to register or qualify the sale of the
Securities and securities underlying the Representative's Warrant in such States
as shall be reasonably requested by the Representative.
(b) The Company will deliver to the Representative as many copies of the
preliminary Prospectus as the Representative may reasonably request during the
period following the filing of the Registration Statement and each amendment
thereto. The Company will deliver to the Representative as many copies of the
final Prospectus and each post-effective amendment of the Registration
Statement, as the Representative may reasonably request during the period of the
offering and for ninety (90) days after the closing date,
(c) The Company agrees to notify the Representative immediately during the
period of the offering and within the ninety (90) day period after the closing
date of any event that materially affects the Company or its securities and that
should be set forth in an amendment or supplement to the Prospectus in order to
make the statements made therein not misleading. Similarly, the Company agrees
to as soon as possible thereafter prepare and furnish to the Representative as
many copies of an amended Prospectus or a supplement to the Prospectus in order
that the Prospectus as amended or supplemented will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or that is necessary in order to make the statements made therein
not misleading.
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(d) The Company will file with the Commission and any appropriate State
securities commissioners any sales and other reports required by the rules and
regulations of such agencies and will promptly supply copies to the
Representative.
(e) The Company will notify the Representative a reasonable amount of time in
advance of any additional issuance of shares following a successful closing, for
a period of two years following the closing date of the offering, except upon
the issuance of shares underlying warrants outstanding on the closing date and
shares issued pursuant to any duly adopted directors or employees stock or stock
option or equivalent plan, the issuance of which Company will notify the
Representative within five business days following such issuance.
(f) If at any time during the period that the Representative's Warrant may be
exercised, the Company intends to file a registration statement for an
underwritten offering (a "Piggyback Registration") of the sale of shares of its
Common Stock on a form suitable for registering the shares underlying the
Representative's Warrant (the "Registrable Shares"), the Company will notify the
Representative of its intention at least 30, but no more than 60 days prior to
the filing of such registration statement. Within 20 days of such notice, the
Representative, on its own behalf and on behalf of all holders of
Representative's Warrant (collectively, "Holders") may elect (by written notice
to the Company) to include among the registered shares in the Piggyback
Registration any specific number of Registrable Shares. If the Representative is
not the managing underwriter of the Piggyback Registration, all Holders shall be
subject to cut-back and lock-in provisions as required by the managing
underwriter of the offering in order to effect an orderly distribution of the
shares and are customary and reasonable in the circumstances. The Representative
on behalf of all participating Holders shall provide the usual indemnities to
both the Company and the underwriter of the Piggyback Registration and complete
and execute all documents required by the managing underwriter.
6. Indemnification.
(a) The Company agrees to indemnify, defend and hold harmless the Representative
from and against any and all losses, claims, damages, liabilities and expenses
(including reasonable legal or other expenses) incurred by the Representative in
connection with defending or investigating any such or liabilities that the
Representative may incur under the federal or State securities laws and
regulations, State statutes or at common law or otherwise, but only to the
extent that such losses, claims, damages, liabilities and expenses shall arise
out of or be based upon a violation or alleged violation of the federal or State
securities laws or regulations, a State statute or the common law resulting from
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or in any application or other papers filed with the
various State securities authorities ("Blue Sky Applications") or shall arise
out of or be based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading.
(b) The foregoing indemnity of the Company in favor of the Representative shall
not be deemed to protect the Representative against any liability to which the
Representative would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of the Representative's duties, or
by reason of the Representative's reckless disregard of the Representative's
obligations and duties under the Securities Act or this Agreement.
(c) The Representative agrees to give the Company an opportunity to participate
in the defense or preparation of the defense of any action brought against the
Representative to enforce any such claim or liability and the Company shall have
the right so to participate. The agreement of the Company under the foregoing
indemnity is expressly conditioned upon notice of any such action having been
sent by the Representative to the Company in writing, addressed as provided in
this Agreement, promptly after the receipt of a written notice of such action
against the Representative. Such notice shall be accompanied by copies of papers
served or filed in connection with such action or by a statement of the nature
of the action to the extent known to the Representative.
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7. Termination.
(a) Subject to paragraph (c) of this Section, this agreement may be terminated
by either party by written notice sent to the other party at the address shown
in this Agreement without cause at any time prior to the earlier of (i) the time
the Units are released for sale to the public, or (ii) 11:30 a.m., New York
local time, on the first business day following the date on which the
Registration Statement becomes effective.
(b) An attempt to assign any rights and obligations under this Agreement shall
constitute automatic termination of this Agreement.
(c) Underwriter may terminate this Agreement, by notice to the Company, at any
time at or prior to the closing of the offering (i) if there has been, since the
respective dates as of which information is given in the Registration Statement,
any material adverse change in the condition, financial or otherwise, of the
Company or in the earnings, business or properties of the Company whether or not
arising in the ordinary course of business, or (ii) if there has occurred any
outbreak of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the
Representative's judgment impracticable to market the Units or enforce contracts
for the sale of the Units or (iii) if trading in the securities of the Company
has been suspended by the SEC, or if trading generally on any national or
foreign stock exchange or over-the-counter market has been suspended, or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices for
securities have been required, by either of said exchanges or market or by order
of the SEC or any other governmental authority, or if a banking moratorium has
been declared by either federal or any state authorities.
(d) If this Agreement is terminated pursuant to this paragraph 7, such
termination shall be without liability of either party to the other party.
8. Notices. All notices shall be deemed to have been duly given if mailed, or if
communicated by telegraph, facsimile, electronic mail or telephone and
subsequently immediately confirmed in writing:
To the Company: ValueRich, Inc.
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: ( ) _________________
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO
With a copy to: ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇
Mission Bay Office Plaza
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (561) __________
Attn: ▇▇▇▇ ▇▇▇▇▇▇, Esq.
To the Representative: Lane Capital Markets, LLC.
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇
With a copy to: The ▇▇▇▇▇▇▇ Law Firm
The Galleria
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
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9. Binding Effect. This Agreement shall inure to the benefit of and be binding
upon the Company and the Representative and their successors. Nothing expressed
in this Agreement is intended to give any person other than the persons
mentioned in the preceding sentence any legal or equitable right, remedy or
claim under this Agreement.
10. Arbitration. The Company and the Representative agree that in the event a
dispute arises between the Representative and the Company or any of its
officers, directors, employees, agents, attorneys or accountants, arising out
of, in connection with or as a result of the execution of this Agreement or as a
result of any subscription tendered by any purchaser of the Units, such dispute
shall be resolved through arbitration rather than litigation. The parties agree
to submit such disputes for resolution to the NASD within five (5) days after
receiving a written request from any of the aforesaid parties to do so. The
failure by the Company or Representative to submit any dispute to arbitration as
requested may result in the commencement of an arbitration proceeding against
such party. The parties further agree that any hearing scheduled after an
arbitration proceeding is initiated by any of the aforesaid parties shall take
place in New York, NY. The parties acknowledge that the result of the
arbitration proceeding shall be final and binding on all of the parties to the
proceeding, and by agreeing to arbitration the parties are waiving their
respective rights to seek remedies in Court.
11. Syndicate.
(a) The Representatives agrees that it shall use its best efforts to be
qualified to sell securities to purchasers in all ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ and the Commonwealth of Puerto Rico either through its own brokers
or through qualified and/or licensed by NASD.
(b) The Representative shall enter into selling agreements with licensed brokers
and/or dealers it selects who are acceptable to the Company using a form of
selling agreement reasonably acceptable to the Company ("Selling Agreements").
The Representative may also enter into Selling Agreements with Underwriters
selected by the Company who are reasonably acceptable to the Representative,
which such Underwriters upon the execution of Selling Agreements shall be deemed
part of the syndicate of Underwriters. Neither the Company nor the
Representative shall unreasonably withhold acceptance of any Underwriter
proposed by the other party.
12. Miscellaneous Provisions.
(a) This Agreement shall be construed in accordance with the laws of the State
of New York.
(b) The representations and warranties made in this Agreement shall survive the
termination of this Agreement and shall continue in full force and effect.
(c) This Agreement is made solely for the benefit of the Company and its
officers, directors and controlling persons within the meaning of Section 15 of
the Securities Act and of the Representative and its officers, directors and
controlling persons within the meaning of Section 15 of the Securities Act, and
their respective successors, heirs and personal representatives, and no other
person shall acquire or have any right under or by virtue of this Agreement. The
term "successor" as used in this Agreement shall not include any purchaser, as
such, of the Units.
(d) The information contained in the Company's database of potential investors
is strictly confidential and Underwriter shall use that information as provided
by the Company solely for the purpose of offering the Units, and satisfying its
fiduciary obligations to all purchasers of the Units. The Representative may
specifically open accounts for, and discuss other investments with, any
potential investor in the Company's database who already has a relationship with
the Representative, or who specifically requests that service and/or related
information from the Representative (including requests through Representative's
website contact form), but the Representative shall not make any general
solicitation to others in the Company's investor database without the express
written consent of the Company. The Representative shall use its best efforts to
obtain compliance with this paragraph by the Underwriters.
13. Effectiveness. The effectiveness of this Agreement shall be subject to the
approval of the Company's board of directors.
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If this letter agreement correctly sets forth our understanding, please indicate
your acceptance in the space provided below for that purpose.
Sincerely,
LANE CAPITAL MARKETS, LLC
By:
------------------------
Name:
------------------------
Title:
------------------------
Confirmed and accepted as of ______________, 2006
VALUERICH, INC.
By:
-------------------------
Name:
Title:
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