the entire understanding of the parties relating to the subject matter
hereof, and supersedes and cancels any prior communications, understanding, and
agreements between parties. This Agreement cannot be modified or changed, nor
can any of its provisions be waived, except by written agreement signed by the
parties against which enforcement is sought.
(f)
Broker-Dealer Registration. The Placement Agent represents and warrants
that it is duly licensed as a broker-dealer in each jurisdiction in which its
activities hereunder require registration or license and it is authorized to
enter into this Agreement and to carry out the Offering contemplated hereunder
and this Agreement constitutes a legal, valid and binding obligation of the
Placement Agent, enforceable in accordance with its terms.
If the foregoing correctly sets forth the understanding between the Placement
Agent and the Company, please so indicate in the space provided below for that
purpose whereupon this letter shall constitute a binding agreement between us.
Very truly yours,
ZNOMICS, INC
By /s/ Richard A Sessions
Richard
Sessions, Chief Executive Officer
Confirmed and agreed to:
GRIFFIN SECURITIES, INC.
By /s/ Adrian Z. Stecyk
Adrian Z. Stecyk, President
Date:
June 11, 2007
4
CONFIDENTIAL
EXHIBIT A
Znomics Excluded Investor List
Roger Cone
(Founder)
Richard
Sessions
(Founder)
Dwight Sangrey
(Founder)
Stephen Kurtz
(Founder)
Wenbiao Chen
(Founder)
Roger Cone
(Investor, Series A & B)
Richard
Sessions
(Investor, Series A & B)
Stephen Kurtz
(Investor, Series A)
Dwight
Sangrey
(Investor, Series A)
Richard Fernandes
(Investor, Series A & B)
Steven Lieberman
(Investor, Series A & B)
Vince D'Agostino
(Investor, Series
A)
Stuart Bell
(Investor, Series A)
Robert Bosselman
(Investor, Series A)
Forrest Seitz
(Investor, Series A)
Jay Finkelstein
(Investor, Series A & B)
Punk, Ziegel Co.
(Investor, Series A & B)
James Ackerman
(Investor, Series
A)
John Bligh
(Investor, Series A)
Philip Dileo
(Investor, Series A & B)
Mathew and Sharon Kaplan
(Investors, Series A)
Patrick Murphy
(Investor,
Series A)
William Punk
(Investor, Series A)
Sharon Seiler and Charles
Spielholz
(Investors, Series A)
Nick Stanley
(Investor, Series B)
Lawrence
Silverman
(Investor, Series B)
OHSU
(Investor, Series A)
Any Znomics
current employees or consultants
Jay Zidell (Bridgeworks)
Cheryl Krane
(Bridgeworks)
Irving Levin (Bridgeworks)
Paulson Investment Co (Bridgeworks)
Denis Burger (Bridgeworks)
5
CONFIDENTIAL
EXHIBIT B
June 11, 2007
Griffin Securities, Inc.
17 State Street
New York, NY 10004
Attention: Adrian Z. Stecyk, President
Dear Mr. Stecyk:
In connection with our (the "Company") engagement of Griffin Securities, Inc.
("Griffin") as our financial advisor and/or placement agent, we hereby agree to
indemnify and hold harmless Griffin and its affiliates, and the respective
controlling persons, directors, officers, shareholders, agents and employees of
any of the foregoing (collectively the "Indemnified Persons"), from and against
any and all claims, actions, suits, proceedings (including those of
shareholders), damages, liabilities and expenses incurred by any of them
(including the reasonable fees and expenses of counsel), (collectively a
"Claim"), which are (A) related to or arise out of (i) any actions taken or
omitted to be taken (including any untrue statements or alleged untrue