Amendment to Engagement Letter between Superconductor Technologies Inc. and Rodman & Renshaw, LLC (February 20, 2012)
This amendment updates the original engagement letter between Superconductor Technologies Inc. and Rodman & Renshaw, LLC. It allows for the placement of up to 2,365,000 additional units with investors under the same terms as previous agreements. The amendment also revises the expense allowance to the lesser of 1% of total gross proceeds or $75,000, and sets the agreement's term to end at the earlier of six months or the closing date of the second offering. Both parties have agreed to these changes by signing the amendment.
Exhibit 1.2
February 20, 2012
Superconductor Technologies Inc.
460 Ward Drive
Santa Barbara, CA 93111-2310
Attn: Jeff Quiram, Chief Executive Officer
Dear Jeff:
With reference to our engagement letter dated February 13, 2012, with your consent, we have been able to place with investors up to an additional 2,365,000 units on the same terms as we have arranged with the Purchasers under the agreements dated as of February 16, 2012. In light of such additional financing, we are agreed that the non-accountable expense allowance in Section 1(B) of the engagement letter shall be the lesser of 1% of the total gross proceeds of both offerings and $75,000; and the Term under Section 4 of the engagement letter shall be the earlier of (i) six months and (ii) the Closing Date of the second offering, which may or may not be the same date as the Closing Date of the February 16 offering.
If the foregoing accurately reflects our agreement, please so indicate by executing below on behalf of Superconductor Technologies Inc.
Sincerely,
Rodman & Renshaw, LLC
By: /s/ John Borer
Name: John Borer
Title: Senior MD and Head of Investment Banking
Agreed:
Superconductor Technologies Inc.
By: /s/ Jeffrey Quiram
Name: Jeffrey Quiram
Title: President & CEO
