Attached files
file | filename |
---|---|
8-K - FORM 8-K - Microbot Medical Inc. | f57777e8vk.htm |
EX-5.1 - EX-5.1 - Microbot Medical Inc. | f57777exv5w1.htm |
EX-99.1 - EX-99.1 - Microbot Medical Inc. | f57777exv99w1.htm |
EX-99.2 - EX-99.2 - Microbot Medical Inc. | f57777exv99w2.htm |
January 6, 2011
Chardan Capital Markets, LLC
17 State Street
Suite 1600
New York, NY 10004
17 State Street
Suite 1600
New York, NY 10004
Re: Registered Direct Financing
Ladies and Gentlemen:
This letter agreement (this Agreement) confirms our understanding and the terms and conditions
under which Chardan Capital Markets, LLC (Chardan) shall introduce StemCells, Inc., (the
Company) to one or more investors (each an Investor and together the Investors). This
Agreement relates exclusively to the proposed offering of up to 16 million shares of common stock
securities of the Company (the Securities), in one or more closings, over a period not to exceed
thirty (30) days, pursuant to one or more subscription or
purchase agreements to the extent entered
into by the Company on or before the two week anniversary hereof (the Offering). The terms of
such Offering and the Securities shall be mutually agreed upon by the Company and the Investors.
The term of this engagement shall begin on the date hereof and shall continue for two (2) weeks or
until earlier terminated by the final closing of the Offering.
As exclusive consideration of the services rendered by Chardan under this Agreement, the Company
agrees to pay Chardan, upon the successful completion of the initial closing of the Offering (the
Initial Closing) and out of the closing escrow (or other means acceptable to Chardan and Company)
the following fees and other compensation:
(A) | a cash fee equal to 5.5% of the total gross proceeds received under the Offering at the Initial Closing, payable immediately upon such closing. All such fees will be contingent upon the successful completion and closing of the Offering. |
(B) | Chardan will be responsible for its own expenses, including all legal fees and travel and transaction related expenses. |
Except as contemplated by the terms hereof, or as required by applicable law or pursuant to an
order entered or subpoena issued by a court of competent jurisdiction, Chardan shall keep
confidential all material non-public information provided to it by the Company, and shall not
disclose such information to any third party, other than such of its employees and advisors as
Chardan determines to have a need to know. Chardan shall use its reasonable best efforts to ensure
that its employees and advisors adhere to these confidentiality provisions as if such persons were
original parties hereto.
USA
|
Europe | |
3155 Porter Drive
|
Minerva Building 250, Babraham Research Campus | |
Palo Alto, CA 94304 USA
|
Cambridge CB22 3AT United Kingdom | |
T +1 (650) 475-3100 F +1 (650) 475-3101
|
T +44 (0) 1223 499160 F +44 (0) 1223 499178 |
www.stemcellsinc.com
Chardan Capital Markets, LLC
January 6, 2011
Page 2 of 2
January 6, 2011
Page 2 of 2
This Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflicts of law principles. Any dispute arising out of this Agreement
shall be adjudicated in the courts of the State of New York or in the federal courts sitting in the
Southern District of New York, and each of the parties hereto agrees that service of process upon
it by registered or certified mail at its address set forth herein shall be deemed adequate and
lawful.
Chardan shall be a third party beneficiary to the Common Stock Purchase Agreement, dated January 6,
2011, by and among the Company and the Investors with respect to the opinion delivered in Section
2.3(c), Article 3.1 and Section 4.5 and may rely on such provisions as if Chardan were a party
thereto. Except as otherwise set forth in this Agreement, this Agreement constitutes the entire
understanding and agreement between the parties hereto with respect to its subject matter and there
are no agreements or understandings with respect to the subject matter hereof which are not
contained in this Agreement. This Agreement may be modified only in writing signed by the party to
be charged hereunder.
If the foregoing correctly sets forth our agreement, please confirm this by signing and
returning to us the duplicate copy of this letter.
Very truly yours, StemCells, Inc. |
||||
By: | /s/ Kenneth B. Stratton | |||
Name: | Kenneth B. Stratton | |||
Title: | General Counsel | |||
Chardan Capital Markets, LLC |
||||
By: | /s/ Kerry Propper | |||
Name: | Kerry Propper | |||
Title: | Chief Executive Officer | |||