EXHIBIT 10.01
Nanoscience Technologies, Inc.
00 Xxxxxxxxxxx Xxxxx, Xxxxx 0000, #00
Xxx Xxxx, Xxx Xxxx, 00000-0000
December 14, 2005
The Agent and the Lenders
party to the Financing Agreement
referred to below
Re: PAYMENT DIRECTION LETTER
Ladies and Gentlemen:
Reference is made hereby to that Securities Purchase Agreement (the
"SECURITIES PURCHASE AGREEMENT"), dated as of December 14, 2005, by and among
Nanoscience Technologies, Inc. (the "COMPANY") and Highgate House Funds, Ltd.
("HIGHGATE"), pursuant to which the Company will issue secured convertible
debentures (the "DEBENTURES") in exchange for the payment of $1,690,359.20.
In order to provide for an orderly consummation of the Securities Purchase
Agreement, and to minimize the transfer of funds between and among the parties,
the parties hereto wish to memorialize the transfer of funds related thereto and
acknowledge that this Payment Direction Letter (this "PAYMENT DIRECTION LETTER")
will confirm the transfer of funds, substantially contemporaneously with the
consummation of the transactions contemplated by the Securities Purchase
Agreement.
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Each of the parties hereto agrees to each of the transactions and
transfers of funds set forth below and agrees that each such transaction and
transfer of funds shall occur in the order set forth below.
2. On December 14, 2005, the Company hereby instructs Highgate to retain
an aggregate amount of $1,050,359.20 for the payment of interest and principal
on two outstanding secured convertible debentures to be cancelled on the date
hereof.
3. On December 14, 2005, the Company hereby instructs Highgate to retain
an aggregate amount of $32,000 for the payment of bankers' fees in connection
with the Debentures.
4. The Company hereby instructs Highgate to transfer, on the Company's
behalf, to Reitler Xxxxx & Xxxxxxxxxx, LLC ("RBR") on December 14, 2005 an
aggregate
amount of $40,857.27 in accordance with RBR's wire transfer instructions set
forth on ANNEX A attached hereto.
5. The Company hereby instructs Highgate to transfer, on the Company's
behalf, to Gottbetter & Partners, LLP ("G&P") on December 14, 2005 an aggregate
amount of $20,075 in accordance with G&P's wire transfer instructions set forth
on ANNEX A attached hereto.
6. The Company hereby instructs Highgate to transfer to the Company on
December 14, 2005 an aggregate amount of $227,067.73 in accordance with the
Company's wire transfer instructions set forth on ANNEX A attached hereto.
7. Once all conditions precedent set forth in the Securities Purchase
Agreement have been satisfied or otherwise waived (other than the fundings
contemplated by this Payment Direction Letter), Highgate is irrevocably
authorized to initiate, and Highgate hereby agrees to initiate, the transfers
set forth herein pursuant to the respective instructions herein.
8. Each of the parties hereto hereby agrees to take such action and
execute, acknowledge and deliver, such agreements, instruments or other
documents as the other parties hereto may reasonably require from time to time
in order to effectively carry out the purposes of this Payment Direction Letter.
9. This Payment Direction Letter shall be construed under and governed by
the laws of the State of New York and may be executed in any number of
counterparts and by different parties on separate counterparts. Each of such
counterparts shall be deemed to be an original, and all of such counterparts,
taken together, shall constitute but one and the same agreement. Delivery of an
executed counterpart of this Payment Direction Letter by facsimile or electronic
mail shall be equally as effective as delivery of a manually executed
counterpart.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
NANOSCIENCE TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Secretary, Chief Operating Officer
ACCEPTED AND AGREED:
HIGHGATE HOUSE FUNDS, LTD.
By: /s/ Xxxx Xxxxxxxxxx
-------------------
Name: Xxxx Xxxxxxxxxx
Title: Portfolio Manager
ANNEX A
WIRING INSTRUCTIONS
1. Nanoscience Technologies, Inc.
Name of Beneficiary: Nanoscience Technologies, Inc.
Name of Beneficiary Bank: Chase Bank, 000 Xxxxxxx Xxx., XX, XX 00000
Account Number.: 134-114-223-665
ABA Number: 000-000-000
2. Reitler Xxxxx & Xxxxxxxxxx, LLC
Name of Beneficiary: Reitler Xxxxx & Xxxxxxxxxx, LLC Operating Account
Wire Funds to: First Republic Bank, Branch 79, 0000 Xxxxxx xx xxx
Xxxxxxxx, XX, XX
Account Number: 97900023403
ABA Number: 000000000
3. Gottbetter & Partners, LLP
Bank: Citibank, N.A.
Routing #: 000000000
Account #: 00000000
Name on Account: Gottbetter & Partners, LLP Trust Account
A-1
