CONFIDENTIAL Mr. Pengfei Liu Chief Executive Officer China Marine Food Group Limited Da Bao Industrial Zone Shishi Fujian People’s Republic of China
Exhibit 10.3 –
Placement Agent Agreement
January 15, 2010
CONFIDENTIAL
▇▇.
▇▇▇▇▇▇▇ ▇▇▇
Chief
Executive Officer
China
Marine Food Group Limited
Da Bao
Industrial Zone
Shishi
Fujian
People’s
Republic of China
Dear ▇▇.
▇▇▇▇▇▇▇ ▇▇▇:
This letter (the “Agreement”) constitutes the agreement between
Global Hunter Securities (“GHS”), ▇▇▇▇▇ ▇▇▇▇▇▇, Carret & Co., LLC (“▇▇▇▇▇
▇▇▇▇▇▇” and collectively the “Placement
Agents”) and China Marine
Food Group Limited (the “Company”), that the Placement Agents shall
serve as exclusive book-running, Co-Managers for the Company, on a “best
efforts” basis, in connection with the proposed placement (the “Placement”) of up to $30,000,025 (or whatever
amount is accepted by the Company) of the registered securities (the
“Securities”) of the Company, including shares
(the “Shares”) of the Company’s common stock, par
value $0.001 per share (the “Common
Stock”). The terms of such Placement, including
the purchase price of the Shares (the “Purchase Price”), shall be mutually
agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”). This Agreement and the documents
executed and delivered by the Company and the Purchasers in connection with the
Placement shall be collectively referred to herein as the “Transaction
Documents.” The
date of the closing of the Placement shall be referred to herein as the
“Closing
Date.” The
Company expressly acknowledges and agrees that the Placement Agents’ obligations
hereunder are on a best efforts basis only and that the execution of this
Agreement does not constitute a commitment by the Placement Agents to purchase
the Securities and does not ensure the successful placement of the Securities or
any portion thereof or the success of the Placement Agents with respect to
securing any other financing on behalf of the Company.
SECTION
1. COMPENSATION AND OTHER
FEES.
As compensation for the services
provided by the Placement Agents hereunder, the Company agrees to pay to the
Placement Agents a cash fee payable immediately upon the closing of the
Placement equal to 5% of the aggregate gross proceeds raised in the Placement.
Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to
reimburse the Placement Agents’ out-of-pocket accountable expenses actually
incurred (with supporting invoices/receipts) including $50,000 for the fees of
the Placement Agents’ legal counsel. All individual expenses apart
from the legal counsel fees in excess of $5,000 will require the prior approval
of the Company. Such reimbursement shall be payable immediately upon
the closing of the Placement. The Company’s obligation to the
Placement Agents for reimbursement of out-of-pocket expenses will survive any
cancellation of this Agreement.
SECTION
2. REGISTRATION
STATEMENT.
The
Company represents and warrants to, and agrees with, the Placement Agents
that:
(A) The
Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-3 (Registration File No. 333-161910 under the
Securities Act of 1933, as amended (the “Securities Act”),
which became effective on December 23, 2009, for the registration under the
Securities Act of the Shares. At the time of such filing, the Company met the
requirements of Form S-3 under the Securities Act. Such registration
statement meets the requirements set forth in Rule 415(a)(1)(x) under the
Securities Act and complies with said Rule. The Company will file with the
Commission pursuant to Rule 424(b) under the Securities Act, and the rules and
regulations (the “Rules and
Regulations”) of the Commission promulgated thereunder, a supplement to
the form of prospectus included in such registration statement relating to the
placement of the Shares and the plan of distribution thereof and has advised the
Placement Agents of all further information (financial and other) with respect
to the Company required to be set forth therein. Such registration statement,
including the exhibits thereto, as amended at the date of this Agreement, is
hereinafter called the “Registration
Statement”; such prospectus in the form in which it appears in the
Registration Statement is hereinafter called the “Base Prospectus”; and
the supplemented form of prospectus, in the form in which it will be filed with
the Commission pursuant to Rule 424(b) (including the Base Prospectus as so
supplemented) is hereinafter called the “Prospectus
Supplement.” Any reference in this Agreement to the Registration
Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to
refer to and include the documents incorporated by reference therein (the “Incorporated
Documents”) pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before
the date of this Agreement, or the issue date of the Base Prospectus or the
Prospectus Supplement, as the case may be; and any reference in this Agreement
to the terms “amend,” “amendment” or “supplement” with respect to the
Registration Statement, the Base Prospectus or the Prospectus Supplement shall
be deemed to refer to and include the filing of any document under the Exchange
Act after the date of this Agreement, or the issue date of the Base Prospectus
or the Prospectus Supplement, as the case may be, deemed to be incorporated
therein by reference. All references in this Agreement to financial statements
and schedules and other information that is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration
Statement, the Base Prospectus or the Prospectus Supplement (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information that is or is deemed to
be incorporated by reference in the Registration Statement, the Base Prospectus
or the Prospectus Supplement, as the case may be. No stop order
suspending the effectiveness of the Registration Statement or the use of the
Base Prospectus or the Prospectus Supplement has been issued, and no proceeding
for any such purpose is pending or has been initiated or, to the Company's
knowledge, is threatened by the Commission. For purposes of this Agreement,
“free writing
prospectus” has the meaning set forth in Rule 405 under the Securities
Act and the “Time of
Sale Prospectus” means the preliminary prospectus, if any, together with
the free writing prospectuses, if any, used in connection with the Placement,
including any documents incorporated by reference therein.
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(B) The
Registration Statement (and any further documents to be filed with the
Commission) contains all exhibits and schedules as required by the Securities
Act. Each of the Registration Statement and any post-effective amendment
thereto, at the time it became effective, complied in all material respects with
the Securities Act and the Exchange Act and the applicable Rules and Regulations
and did not and, as amended or supplemented, if applicable, will not, contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the
Prospectus Supplement, each as of its respective date, comply in all material
respects with the Securities Act and the Exchange Act and the applicable Rules
and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if
any, and the Prospectus Supplement, as amended or supplemented, did not and will
not contain as of the date thereof any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. The
Incorporated Documents, when they were filed with the Commission, conformed in
all material respects to the requirements of the Exchange Act and the applicable
Rules and Regulations, and none of such documents, when they were filed with the
Commission, contained any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein (with respect to
Incorporated Documents incorporated by reference in the Base Prospectus or
Prospectus Supplement), in light of the circumstances under which they were made
not misleading; and any further documents so filed and incorporated by reference
in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus
Supplement, when such documents are filed with the Commission, will conform in
all material respects to the requirements of the Exchange Act and the applicable
Rules and Regulations, as applicable, and will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. No post-effective amendment to the Registration Statement
reflecting any facts or events arising after the date thereof which represent,
individually or in the aggregate, a fundamental change in the information set
forth therein is required to be filed with the Commission. There are
no documents required to be filed with the Commission in connection with the
transaction contemplated hereby that (x) have not been filed as required
pursuant to the Securities Act or (y) will not be filed within the requisite
time period. There are no contracts or other documents required to be described
in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus
Supplement, or to be filed as exhibits or schedules to the Registration
Statement, that have not been described or filed as required.
(C) The
Company is eligible to use free writing prospectuses in connection with the
Placement pursuant to Rules 164 and 433 under the Securities Act. Any
free writing prospectus that the Company is required to file pursuant to Rule
433(d) under the Securities Act has been, or will be, filed with the Commission
in accordance with the requirements of the Securities Act and the applicable
rules and regulations of the Commission thereunder. Each free writing
prospectus that the Company has filed, or is required to file, pursuant to Rule
433(d) under the Securities Act or that was prepared by or behalf of or used by
the Company complies or will comply in all material respects with the
requirements of the Securities Act and the applicable rules and regulations of
the Commission thereunder. The Company will not, without the prior
consent of the Placement Agents, prepare, use or refer to, any free writing
prospectus.
(D) The
Company has delivered, or will as promptly as practicable deliver, to the
Placement Agents complete conformed copies of the Registration Statement and of
each consent and certificate of experts, as applicable, filed as a part thereof,
and conformed copies of the Registration Statement (without exhibits), the Base
Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement,
as amended or supplemented, in such quantities and at such places as the
Placement Agents reasonably request. Neither the Company nor any of
its directors and officers has distributed and none of them will distribute,
prior to the Closing Date, any offering material in connection with the offering
and sale of the Shares other than the Base Prospectus, the Time of Sale
Prospectus, if any, the Prospectus Supplement, the Registration Statement,
copies of the documents incorporated by reference therein and any other
materials permitted by the Securities Act.
SECTION
3. REPRESENTATIONS AND
WARRANTIES.
The
Company shall provide the same representations and warranties to the Placement
Agents as it provides to the Purchasers.
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SECTION
4. ENGAGEMENT
TERM.
The
Placement Agents’ engagement hereunder will be for the period ending April 15,
2010. The engagement may be terminated by either the Company or the Placement
Agents at any time upon 30 days' written notice. Notwithstanding anything to the
contrary contained herein, the provisions in this Agreement concerning
confidentiality, indemnification and contribution will survive any expiration or
termination of this Agreement. Upon any termination of this
Agreement, the Company's obligation to pay the Placement Agents any fees
actually earned on closing of the Offering and otherwise payable under Section 1
shall survive any expiration or termination of this Agreement, as permitted by
FINRA Rule 5110(f)(2)(D). Upon any termination of this Agreement, the
Company's obligation to reimburse the Placement Agents for out of pocket
accountable expenses actually incurred and reimbursable upon closing
of the Offering pursuant to Section 1, if any are otherwise due under Section 1
hereof, will survive any expiration or termination of this Agreement, as
permitted by FINRA Rule 5110(f)(2)(D). It is also agreed that if the
Company completes a placement of Shares similar to those contemplated by this
agreement within twelve (12) months following expiration or termination of this
agreement with a party or parties with whom the Placement Agents have been in
contact or that have been obtained through the direct efforts of the Placement
Agents, in connection with this engagement, the Placement Agents shall be paid
the placement fees set forth above with respect to such sale, as permitted by
FINRA Rule 5110(f)(2)(D).
SECTION
5. PLACEMENT
AGENT INFORMATION.
The
Company agrees that any information or advice rendered by the Placement Agents
in connection with this engagement is for the confidential use of the Company
only in their evaluation of the Placement and, except as otherwise required by
law, the Company will not disclose or otherwise refer to the advice or
information in any manner without the Placement Agents’ prior written
consent.
SECTION
6. AGREEMENTS REGARDING THE
PLACEMENT AGENTS.
GHS and
▇▇▇▇▇ ▇▇▇▇▇▇ hereby acknowledge and agree and the Company hereby acknowledges
and confirms such understanding and agreement that, with respect to the
Placement contemplated by this Agreement;
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(i)
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the
placement fees payable by the Company hereunder shall be shared in equal
proportions by the Placement Agents regardless of the actual amount of
shares sold by each of them or on their
behalf,
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(ii)
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the
final determination of the allocation of shares sold in the Placement to
the Purchasers will be determined by the Company and the Placement Agents,
and
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(iii)
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as
to all other matters affecting the conduct of the offering contemplated
hereby, GHS shall be authorized to make all necessary decisions on behalf
of the Placement Agents with the consent of ▇▇▇▇▇ ▇▇▇▇▇▇, such consent to
be not unreasonably withheld.
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SECTION
7. NO FIDUCIARY
RELATIONSHIP.
This
Agreement does not create, and shall not be construed as creating rights
enforceable by any person or entity not a party hereto, except those entitled
hereto by virtue of the indemnification provisions hereof. The
Company acknowledges and agrees that the Placement Agents are not and shall not
be construed as fiduciaries of the Company and shall have no duties or
liabilities to the equity holders or the creditors of the Company or any other
person by virtue of this Agreement or their retention hereunder, all of which
are hereby expressly waived.
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SECTION
8. CLOSING.
The
obligations of the Placement Agents and the Purchasers, and the closing of the
sale of the Securities hereunder are subject to the accuracy, when made and on
the Closing Date, of the representations and warranties on the part of the
Company and its Subsidiaries contained herein, to the accuracy of the statements
of the Company and its Subsidiaries made in any certificates pursuant to the
provisions hereof, to the performance by the Company and its Subsidiaries of
their obligations hereunder, and to each of the following additional terms and
conditions:
(A) No
stop order suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been initiated or
threatened by the Commission, and any request for additional information on the
part of the Commission (to be included in the Registration Statement, the Base
Prospectus or the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Placement Agents.
(B) The
Placement Agents shall not have discovered and disclosed to the Company on or
prior to the Closing Date that the Registration Statement, the Base Prospectus
or the Prospectus Supplement or any amendment or supplement thereto contains an
untrue statement of a fact which, in the opinion of counsel for the Placement
Agents, is material or omits to state any fact which, in the opinion of such
counsel, is material and is required to be stated therein or is necessary to
make the statements therein not misleading.
(C) All
corporate proceedings and other legal matters incident to the authorization,
form, execution, delivery and validity of each of this Agreement, the
Securities, the Registration Statement, the Base Prospectus and the Prospectus
Supplement and all other legal matters relating to this Agreement and the
transactions contemplated hereby shall be reasonably satisfactory in all
material respects to counsel for the Placement Agents, and the Company shall
have furnished to such counsel all documents and information that they may
reasonably request to enable them to pass upon such matters.
(D) The
Placement Agents shall have received from outside counsel to the Company such
counsel’s written opinion, addressed to the Placement Agents and the Purchasers
dated as of the Closing Date, in form and substance reasonably satisfactory to
the Placement Agents, which opinion shall include a “10b-5” representation from
such counsel.
(E) Neither
the Company nor any of its Subsidiaries shall have sustained since the date of
the latest audited financial statements included or incorporated by reference in
the Base Prospectus, any loss or interference with its business from fire,
explosion, flood, terrorist act or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth in or contemplated by the Base Prospectus
and (ii) since such date there shall not have been any change in the capital
stock or long-term debt of the Company or any of its Subsidiaries or any change,
or any development involving a prospective change, in or affecting the business,
general affairs, management, financial position, stockholders’ equity, results
of operations or prospects of the Company and its Subsidiaries, otherwise than
as set forth in or contemplated by the Base Prospectus, the effect of which, in
any such case described in clause (i) or (ii), is, in the judgment of the
Placement Agents, so material and adverse as to make it impracticable or
inadvisable to proceed with the sale or delivery of the Securities on the terms
and in the manner contemplated by the Base Prospectus, the Time of Sale
Prospectus, if any, and the Prospectus Supplement.
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(F) The
Common Stock is registered under the Exchange Act and, as of the Closing Date,
the Shares shall be listed and admitted and authorized for trading on the NYSE
Amex, and satisfactory evidence of such actions shall have been provided to the
Placement Agents. The Company shall have taken no action designed to,
or likely to have the effect of terminating the registration of the Common Stock
under the Exchange Act or delisting or suspending from trading the Common Stock
from the NYSE Amex, nor has the Company received any information suggesting that
the Commission or the NYSE Amex is contemplating terminating such registration
or listing.
(G) Subsequent
to the execution and delivery of this Agreement, there shall not have occurred
any of the following: (i) trading in securities generally on the New York Stock
Exchange, the Nasdaq National Market or the NYSE Alternext US or in the
over-the-counter market, or trading in any securities of the Company on any
exchange or in the over-the-counter market, shall have been suspended or minimum
or maximum prices or maximum ranges for prices shall have been established on
any such exchange or such market by the Commission, by such exchange or by any
other regulatory body or governmental authority having jurisdiction, (ii) a
banking moratorium shall have been declared by federal or state authorities or a
material disruption has occurred in commercial banking or securities settlement
or clearance services in the United States, (iii) the United States shall have
become engaged in hostilities in which it is not currently engaged, the subject
of an act of terrorism, there shall have been an escalation in hostilities
involving the United States, or there shall have been a declaration of a
national emergency or war by the United States, or (iv) there shall have
occurred any other calamity or crisis or any change in general economic,
political or financial conditions in the United States or elsewhere, if the
effect of any such event in clause (iii) or (iv) makes it, in the sole judgment
of the Placement Agents, impracticable or inadvisable to proceed with the sale
or delivery of the Securities on the terms and in the manner contemplated by the
Base Prospectus and the Prospectus Supplement.
(H) No
action shall have been taken and no statute, rule, regulation or order shall
have been enacted, adopted or issued by any governmental agency or body which
would, as of the Closing Date, prevent the issuance or sale of the Securities or
materially and adversely affect or potentially and adversely affect the business
or operations of the Company; and no injunction, restraining order or order of
any other nature by any federal or state court of competent jurisdiction shall
have been issued as of the Closing Date which would prevent the issuance or sale
of the Securities or materially and adversely affect or potentially and
adversely affect the business or operations of the Company.
(I) The
Company shall have prepared and filed with the Commission a Current Report on
Form 8-K with respect to the Placement, including as an exhibit thereto this
Agreement.
(J) The
Company shall have entered into subscription agreements with each of the
Purchasers and such agreements shall be in full force and effect and shall
contain representations and warranties of the Company as agreed between the
Company and the Purchasers.
(K) FINRA
shall have raised no objection to the fairness and reasonableness of the terms
and arrangements of this Agreement. In addition, the Company shall,
if requested by the Placement Agents, make or authorize the Placement Agents’
counsel to make on the Company’s behalf, an Issuer Filing with FINRA pursuant to
FINRA Rule 5110 with respect to the Registration Statement and pay all filing
fees required in connection therewith.
(L) Prior
to the Closing Date, the Company shall have furnished to the Placement Agents
such further information, certificates and documents as the Placement Agents may
reasonably request.
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All
opinions, letters, evidence and certificates mentioned above or elsewhere in
this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to counsel for
the Placement Agents.
SECTION
9. INDEMNIFICATION.
(A) To
the extent permitted by law, the Company will indemnify the Placement Agents and
their affiliates, stockholders, directors, officers, employees and controlling
persons (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) against all losses, claims, damages, expenses and liabilities,
as the same are incurred (including the reasonable fees and expenses of
counsel), relating to or arising out of their activities hereunder or pursuant
to this engagement letter, except to the extent that any losses, claims,
damages, expenses or liabilities (or actions in respect thereof) are found in a
final judgment (not subject to appeal) by a court of law to have resulted
primarily and directly from the Placement Agents’ willful misconduct or gross
negligence in performing the services described herein.
(B) Promptly
after receipt by the Placement Agents of notice of any claim or the commencement
of any action or proceeding with respect to which the Placement Agents are
entitled to indemnity hereunder, they will notify the Company in writing of such
claim or of the commencement of such action or proceeding, and the Company will
assume the defense of such action or proceeding and will employ counsel
reasonably satisfactory to the Placement Agents and will pay the fees and
expenses of such counsel. Notwithstanding the preceding sentence, the
Placement Agents will be entitled to employ counsel separate from counsel for
the Company and from any other party in such action if counsel for the Placement
Agents reasonably determines that it would be inappropriate under the applicable
rules of professional responsibility for the same counsel to represent both the
Company and the Placement Agents. In such event, the reasonable fees
and disbursements of no more than one such separate counsel will be paid by the
Company. The Company will have the exclusive right to settle the
claim or proceeding provided that the Company will not settle any such claim,
action or proceeding without the prior written consent of the Placement Agents,
which will not be unreasonably withheld, unless such settlement,
compromise or consent includes an unconditional release of each Placement Agent
from all liability arising out of such claim, action or proceeding.
(C) The
Company agrees to notify the Placement Agents promptly of the assertion against
it or any other person of any claim or the commencement of any action or
proceeding relating to a transaction contemplated by this engagement
letter.
(D) If
for any reason the foregoing indemnity is unavailable or insufficient to hold
the Placement Agents harmless, then the Company shall contribute to the amount
paid or payable by the Placement Agents as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect not only
the relative benefits received by the Company on the one hand and the Placement
Agents on the other, but also the relative fault of the Company on the one hand
and the Placement Agents on the other that resulted in such losses, claims,
damages or liabilities, as well as any relevant equitable
considerations. The amounts paid or payable by a party in respect of
losses, claims, damages and liabilities referred to above shall be deemed to
include any legal or other fees and expenses incurred in defending any
litigation, proceeding or other action or claim. Notwithstanding the
provisions hereof, the Placement Agents’ share of the liability hereunder shall
not be in excess of the amount of fees actually received, or to be received, by
the Placement Agents under this engagement letter (excluding any amounts
received as reimbursement of expenses).
(E) These
indemnification provisions shall remain in full force and effect whether or not
the transaction contemplated by this engagement letter is completed and shall
survive the termination of this engagement letter, and shall be in addition to
any liability that the Company might otherwise have to any indemnified party
under this engagement letter or otherwise.
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SECTION
10. GOVERNING
LAW.
This
Agreement will be governed by, and construed in accordance with, the laws of the
State of New York applicable to agreements made and to be performed entirely in
such State. This Agreement may not be assigned by any party without
the prior written consent of the other parties. This Agreement shall
be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. Any right to trial by jury with
respect to any dispute arising under this Agreement or any transaction or
conduct in connection herewith is waived. Any dispute arising under
this Agreement may be brought into the courts of the State of New York or into
the Federal Court located in New York, New York and, by execution and delivery
of this Agreement, the Company hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. The parties hereto hereby irrevocably waive personal service
of process and consent to process being served in any such suit, action or
proceeding by delivering a copy thereof via overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.
SECTION
11. ENTIRE
AGREEMENT/MISC.
This
Agreement embodies the entire agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings, relating to the
subject matter hereof and replaces the agreement dated January 6,
2010. If any provision of this Agreement is determined to be invalid
or unenforceable in any respect, such determination will not affect such
provision in any other respect or any other provision of this Agreement, which
will remain in full force and effect. This Agreement may not be
amended or otherwise modified or waived except by an instrument in writing
signed by the Placement Agents and the Company. The representations,
warranties, agreements and covenants contained herein shall survive the closing
of the Placement and delivery and/or exercise of the Securities, as
applicable. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
all parties and delivered to the other parties, it being understood that no two
parties need to sign the same counterpart. In the event that any
signature is delivered by facsimile transmission or a .pdf format file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or .pdf signature page were an original thereof.
SECTION
12. NOTICES.
Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified on the signature
pages attached hereto prior to 6:30 p.m. (New York City time) on a business day,
(b) the next business day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number on the
signature pages attached hereto on a day that is not a business day or later
than 6:30 p.m. (New York City time) on any business day, (c) the business day
following the date of mailing, if sent by U.S. nationally recognized overnight
courier service, or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications
shall be as set forth on the signature pages hereto.
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Copies of
any notices delivered to the Company shall be delivered to:
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
& ▇▇▇▇▇ LLP
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Copies of
any notices delivered to the Placement Agents shall be delivered
to:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Sichenzia
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Please
confirm that the foregoing correctly sets forth our agreement by signing and
returning a copy of this Agreement to us.
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Very
truly yours,
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GLOBAL
HUNTER SECURITIES LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
Managing Director
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Address for notice:
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▇▇▇
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇, ▇▇. 70130
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Attention: General
Counsel
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▇▇▇▇▇
▇▇▇▇▇▇, CARRET & CO., LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title: Managing
Director
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Address for notice:
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▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
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Accepted
and Agreed to as of
the date
first written above:
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CHINA
MARINE FOOD GROUP LIMITED
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇▇▇
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Title:
Chief Executive Officer
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10