Investment Banking Agreement Cornet Capital Corp. 7225 Blenheim Street Vancouver, B.C. V6N I 1S2
Exhibit 99.13
Cornet Capital Corp.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X X 0X0
Xxxxx 00, 0000
Xxxxxx
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Xxxxxxx, Xxxxxxx
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Attention: Xxxxx Soponis
Dear Xx. Xxxxxxx:
Re: Oragen (the "Company")
Equity Financing Compensation
This letter agreement will confirm the terms on which Comet Capital or nominee (collectively the "Consultant") agrees to provide investment banking services to the Company, including to raise equity capital on behalf of the Company, in consideration for the compensation referred to below:
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Equity Financing:
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$1,000,000 Guaranteed |
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The Consultant will guarantee to raise a minimum of $1,000,000 (all currency references being to U.S. Dollars) and an additional $2,500,000 on a best efforts basis over the 18 month period ending September 30, 2003. The first $1,500,000 will be raised on an SB2 offering of the Company's common shares at the price set out below. The Consultant guarantees a minimum of $ 1,000,000 of this offering. |
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Number of Shares |
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Sept. 2002 |
1,500,000 |
$1.00 |
$1,500,000 |
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Compensation: |
In consideration for the Consultant's services, the Company agrees to allot and issue 800,000 common shares to the Consultant (in the name designated by Xxxxx XxXxxxxxx) at an issue price of $0.01 per share and to deposit such shares in escrow with the Company's attorney for release to the Consultant when a minimum of $1,000,000 is raised by the Consultant. |
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Capital Structure: |
The capital structure of the Company will be as outlined in appendix A, unless a change is mutually agreed to by both the Company and the Consultant. |
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Loan Facility: |
$500,000 |
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The Consultant agrees to enter into a loan agreement of up to $500,000. The funds would be drawn down on an 'if needed' basis by the Company. The Consultant will be compensated an additional 200,000 shares of the Company on a pro-rata basis. |
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Costs: |
The Company agrees to assume all offering costs, including the costs of preparation of offering documentation and preparation and filing of such documentation as may be required to be filed with regulatory authorities. |
Provided that the terms above accurately summarize the terms of our agreement, would you confirm your agreement with the terms above by signing and returning to my attention a copy of this letter.
Yours truly,
/s/ Xxxxx X. XxXxxxxxx
Xxxxx X. XxXxxxxxx
Cornet Capital Corp.
ACKNOWLEDGED AND AGREED TO THIS _____ DAY OF MARCH, 2002.
ORAGEN
By: /s/ Xxxxx Soponis
Xxxxx Soponis
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EXHIBIT A
STOCK TRANSFER POWER
FOR VALUE RECEIVED, Comet Capital Corp. hereby transfers to Oragenics, Inc., Eight Hundred Thousand (800,000) shares of Common Stock, with $.001 par value per share, of Oragenics, Inc., a Florida corporation, standing in its name on the books of said corporation represented by the following certificate:
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Certificate No. |
800,000 Shares |
and does hereby irrevocably constitute and appoint ______________________________ as attorney-in-fact to cause the transfer of said stock on the books of said corporation with full power of substitution in the premises.
Dated: ________________________, 2002
_________________________________
Name:
Title:
