March 22, 2012 Vivian Liu President and Chief Executive Officer Innovus Pharmaceuticals, Inc.
EXHIBIT 10.3
March 22, 2012
Xxxxxx Xxx
President and Chief Executive Officer
00 X. Xxxxxx Xxxxx Xxxx., #000
Xxxxxx Xxxxx, XX 00000
Re: Private Placement of Securities
Dear Xx. Xxx:
This letter amends the letter agreement between Innovus Pharmaceuticals, Inc. (together with its affiliates and subsidiaries, the “Company”) and Xxxxxx Xxxxx Securities, Inc. (“Xxxxxx Xxxxx”) dated December 16, 2011 (the “Engagement Letter”) as follows:
1. | First Paragraph |
a. | The second sentence of the first paragraph of the Engagement Letter is hereby amended to read as follows: “The private placement Securities will consist of units that include convertible notes and warrants to purchase shares of common stock (the “Units”).” |
2. | Compensation |
a. | The first sentence of Section 3(c) of the Engagement Letter is hereby amended to read as follows: “The Company shall deliver warrants to the Placement Agent or its designees (the “Agent Warrants”) to purchase a number of shares of common stock equal to 8.75% of the maximum number shares of common stock underlying the Units (including the warrants included in the Units) issued in the Offering (assuming full conversion or exercise) with similar terms as the Investors.” |
3. | Term of Engagement |
a. | The first sentence of Section 5(a) of the Engagement Letter is hereby amended to read as follows: “This Agreement will remain in effect until June 30, 2012, after which either party shall have the right to terminate it on thirty (30) days prior written notice to the other.” |
Very truly yours, | ||
Xxxxxx Xxxxx Securities, Inc. | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Xxxxxx X. Xxxxxxx | ||
Managing Partner, Head of Investment Banking | ||
By: | /s/ Xxxxxx Xxxxx | |
Xxxxxx Xxxxx | ||
President |
Agreed to and accepted
this 22nd day of March, 2012;.
By: /s/ Xxxxxx Xxx
Xxxxxx Xxx
President and CEO
Xxxxxx Xxxxx Securities Member FINRA/SIPC |