SPHERIC TECHNOLOGIES, INC. Minimum of 1,000,000 shares of common stock and Maximum of 1,333,334 shares of common stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2009 • Spheric Technologies, Inc. • Heating equipment, except electric & warm air furnaces • Florida
SPHERIC TECHNOLOGIES, INC., a Nevada corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I to this Agreement (the “Underwriters”) on a best efforts basis a minimum of 1,000,000 shares of the Company’s common stock $0.001 par value per share (the “Common Stock”) and a maximum of 1,333,334 shares of the Company’s Common Stock for whom Midtown Partners & Co., LLC is acting as the representative (the “Representative”). The Shares being offered are hereinafter referred to as (the “Shares”). The Shares are more fully described in the Registration Statement and Prospectus referred to below. The Company confirms its agreement with the Representative and the other several Underwriters as follows:
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • January 16th, 2009 • Spheric Technologies, Inc. • Heating equipment, except electric & warm air furnaces • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this day of , 2009, by and among SPHERIC TECHNOLOGIES, INC., a Delaware corporation (the “Company”), having an address at 4708 East Van Buren Street, Phoenix, Arizona 85008, MIDTOWN PARTNERS & CO. LLC, a Florida limited liability company (“Underwriter”), having an address at 4218 West Linebaugh Avenue, Tampa, Florida 33624, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, NY 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus, dated , 2009, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Prospectus”).
ADDENDUM TO LEASEAddendum to Lease • January 16th, 2009 • Spheric Technologies, Inc. • Heating equipment, except electric & warm air furnaces
Pursuant to Clause 1 of the Lease Agreement between JH Realty LLC, the “Lessor”, and Spheric Technologies, Inc., the “Lessee” where such Clause state:
