May 6, 2008 GTX Corp Los Angeles, CA 90015 Re: Investment Banking & Advisory Agreement
May
6,
2008
000
Xxxx
0xx
Xxxxxx
Xxx
Xxxxxxx, XX 00000
Re:
Investment Banking & Advisory Agreement
Xxxxxx
Associates LP, a New York limited partnership engaged in business as a FINRA
registered securities brokerage firm (“MA”) has been engaged non exclusively by
GTX, Corp (the Issuer”) to assist the Issuer in obtaining a $200,000 investment
from Chestnut Ridge Partners LP and $25,000 from another accredited investor
(the “Investors”) for it its $2,000,000 Units offering. The signature by you
below will confirm our mutual agreement with respect to the placement fee we
will be entitled to receive for the introduction, through MA, to the Investors
(the “Introduced Party”) who consummate an investment in the Issuer (the
“Investment”). For the purposes of this Agreement, we are referred to herein as
the Selling Agent, (“SA”)
In
the
event an Introduced Party invests in GTX (the “Investment”), the Issuer will
issue to the Selling Agent or the Selling Agent’s designees, upon the execution
of the final agreement with the Introduced Party and the receipt of the
Investment by Issuer the compensation as per paragraph 1 below:
1.
Compensation.
(a)
The
Selling Agent shall be entitled, on the Closing Date, as compensation for
Xxxxxx’ services as Selling Agent under this Agreement, to selling commissions
equal to 10 % of the gross proceeds received by the Company from the sale of
the
Units solely to Investors introduced by MA plus 10% warrant coverage (warrants
to purchase common stock at $1.50 per share in an amount equal to the product
of
10% times the total number of Units purchased solely by the Investors) (the
“Selling Agent’s Fees”).
2. Representations
and Warranties of the Selling Agent.
The
Selling Agent represents and warrants to and covenants with the Company as
follows:
(a) The
Selling Agent is duly incorporated and validly existing and in good standing
under the laws of its state of incorporation.
(b) The
Selling Agent is, and at the time of the Closing will be, a member in good
standing of FINRA.
(c) Sales
of
Units by the Selling Agent will only be made in such jurisdictions in which
the
Selling Agent or a Selling Group Member is a registered broker-dealer or where
an applicable exemption from such registration exists.
(d) Offers
and sales of Units by the Selling Agent will be made only in accordance with
this Placement Agreement and in compliance with the provisions of Section 4(2)
and Section 4(6) of the Act and Rule 506 of Regulation D promulgated thereunder
(it being understood and agreed that the Selling Agent shall be entitled to
rely
upon the information and statements provided by the Investor in the Purchase
Agreement), and the Selling Agent will furnish to each investor a copy of the
Offering Documents prior to accepting any subscription for the
Units.
3.
The
Company agrees that, it shall not solicit any offer to buy from or offer to
sell
any Investor, directly or indirectly, any securities of the Company or of any
other entity, or provide the name of any such person to any other securities
broker or dealer or selling agent. In the event that the Company or any of
its
affiliates, directly or indirectly, solicits, offers to buy from or offers
to
sell to any such person any such securities, or provides the name of any such
person to any other securities broker or dealer or selling agent, and such
person purchases such securities or purchases securities from any other
securities broker or dealer or selling agent, the Company shall pay to the
Selling Agent an amount equal to 10% of the aggregate purchase price of the
securities so purchased by such person.
Any
notices hereunder shall be sent to the Selling Agent at the addresses set forth
below. Any notice shall be given by registered or certified mail, postage
prepaid, and shall be deemed to have been given when deposited in the United
States mail. Either party may designate any other address to which notice shall
be given, by giving written notice to the other of such change of address in
the
manner herein provided.
This
Agreement has been made in the State of California and shall be construed and
governed in accordance with the laws thereof without giving effect to principles
governing conflicts of law. It is further agreed that any suit, action or
proceeding arising out of or relating to this Agreement shall be instituted
exclusively in the federal district or state courts situated in the State of
California. No provision of this Agreement may be changed or terminated except
by a writing signed by the party or parties to be charged therewith. Unless
expressly so provided, no party to this Agreement will be liable for the
performance of any other party’s obligations hereunder. Any party hereto may
waive compliance by the other with any of the terms, provisions and conditions
set forth herein; provided,
however,
that
any such waiver shall be in writing specifically setting forth those provisions
waived thereby. No such waiver shall be deemed to constitute or imply waiver
of
any other term, provision or condition of this Agreement.
This
Agreement may be executed in counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute one
agreement.
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Sincerely
yours,
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XXXXXX
ASSOCIATES LP
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By:
Xxxxxx Xxxxxx Securities Corp
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General
Partner
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By:
/s/ Xxxxx Xxxxxx
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Xxxxx
Xxxxxx
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President
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AGREED
and CONFIRMED:
BY:
GTX
CORP
/s/
Xxxxxxx X. Xxxxxxxx
May
6,
2008
