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 • April 2nd, 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:
CONSULTING AGREEMENTConsulting Agreement • April 2nd, 2009 • Spheric Technologies, Inc. • Heating equipment, except electric & warm air furnaces • Arizona
AGREEMENT (the “Agreement”) is made and entered to be effective February 1, 2009 by and between Spheric Technologies, Inc., an Arizona corporation (the “Company”), and Steven Scott (the “Consultant”). This Agreement supersedes and terminates any other agreement the Company has or had with Consultant.
