EX-1.2
from S-1/A
7 pages
This Letter Confirms Our Agreement (This “Agreement”) Whereby Vital Human Capital, Inc., a Delaware Corporation (“Company”), Has Requested A.G.P./ALLIANCE Global Partners (The “Advisor”) to Serve as the Company’s Advisor in Connection With the Company Effecting a Merger, Capital Stock Exchange, Asset Acquisition, Stock Purchase, Reorganization or Similar Business Combination (In Each Case, a “Business Combination”) With One or More Businesses or Entities (Each a “Target”) as Described in the Company’s Registration Statement on Form S-1 (File No. 333-255592) Filed With the Securities and Exchange Commission (“Registration Statement”) in Connection With Its Initial Public Offering (“Ipo”). 1. Services and Fees. (A) the Advisor Will, if Requested by the Company: (I) Assist the Company in Structuring and Negotiation of a Definitive Purchase Agreement With Respect to a Business Combination; (II) Hold Meetings With Company Shareholders to Discuss the Business Combination and the Target’s Attributes; (III) Introduce the Company to Potential Investors to Purchase the Company’s Securities in Connection With the Business Combination; (IV) Assist the Company in Trying to Obtain Shareholder Approval for the Business Combination, Including Assistance With the Company’s Proxy Statement or Tender Offer Materials; and (V) Assist the Company With Relevant Financial Analysis, Presentations, Press Releases and Filings Related to the Business Combination or the Target (The Activities Described in the Foregoing Clauses (I) Through (V), the “Services”)
12/34/56
