Joint Disbursement Instructions for Second Closing of Convertible Debenture Sale – NanoScience Technologies, Inc. and Investors
Summary
This agreement involves NanoScience Technologies, Inc., Highgate House, LP, and Montgomery Equity Partners, Ltd. It outlines the accelerated second closing of a $500,000 convertible debenture sale, modifying the original Securities Purchase Agreement. $300,000 is to be disbursed immediately to the company for payment to New York University, with the remainder held in escrow until two days before a required SEC registration filing. The company must file the registration statement within 45 days and have it declared effective within 120 days, or risk default. Disbursement instructions and fee allocations are specified.
EX-10.1 6 c37295_ex10-1.txt JOINT DISBURSEMENT INSTRUCTIONS FOR CLOSING: APRIL 28, 2005 The undersigned do hereby: 1. Acknowledge the acceptance of subscriptions from purchasers representing gross proceeds of $500,000 from the sale of Convertible Debentures of NANOSCIENCE TECHNOLOGIES, INC., a Nevada corporation (the "COMPANY"). 2. Acknowledge that the terms of the Securities Purchase Agreement (the "SPA") dated December 13, 2004 by and among the parties is hereby modified to accelerate the Second Closing. The Buyers agree to fund the Second Closing in the gross amount of $500,000 on the date hereof, contrary to the terms of the SPA. All other terms and provisions of the SPA shall remain in full force and effect. 3. Acknowledge that notwithstanding the foregoing, the amount of $300,000 shall be disbursed to the Company on the date hereof. The Company hereby agrees to use these proceeds to satisfy its payment to New York University. Upon request, the Company shall provide to the Buyers documentary proof of such payment. The remaining balance of the Second Closing shall be held in escrow by David Gonzalez, Esq. (the "ESCROW AGENT") and shall be disbursed to the Company 2 DAYS PRIOR to the filing of the Registration Statement as set forth below. 4. Acknowledge that the terms of the Investor Registration Rights Agreement dated December 13, 2004 by and among the parties is hereby modified with respect to the filing of the Registration Statement. The Company shall file the Registration Statement within forty five (45) days from the date hereof (the "SCHEDULED FILING Deadline"). The Company shall have the Registration Statement declared effective by the SEC within one hundred twenty (120) days from the date hereof (the "SCHEDULED EFFECTIVE DEADLINE"). It shall be an event of default (as such term is defined in the Transaction Documents dated December 13, 2004) if the Registration Statement is not filed by the Scheduled Filing Deadline or declared effective by the SEC by the Scheduled Effective Deadline. 5. Direct that David Gonzalez, Esq. disburse the gross proceeds of the offering at the joint direction of the undersigned as follows: To be disbursed via wire transfer in immediately available U.S. funds, payable to the following parties: Gross Proceeds $ 500,000 Less Fees: --------- To Yorkville Advisors Management, LLC Commitment Fee (10% of Gross Proceeds $ (50,000) To David Gonzalez as Escrow Agent $ (140,000) To Reitler Brown & Rosenblatt $ (10,000) ---------- Net Proceeds to the Company...................... $ 300,000 ========== NANOSCIENCE, INC. HIGHGATE HOUSE, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ David Rector By: /s/ Mark Angelo ------------------ --------------- Name: David Rector Name: Mark Angelo Its: President & CEO Its: Portfolio Manager MONTOGMERY EQUITY PARTNERS, LTD By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark Angelo --------------- Name: Mark Angelo Its: Portfolio Manager
