EX-2
from 8-K
20 pages
This Letter (The “Agreement”) Constitutes the Agreement Between Lane Capital Markets LLC (“Lcm” or the “Placement Agent”) and MFRI, Inc. (The “Company”), in Connection With the Proposed Placement (The “Placement”) by the Company of Up to 1,090,000 Registered Shares (The “Company Shares”) of Its Common Stock, Par Value $0.01 Per Share (The “Common Stock”). Lcm Shall Serve as a Placement Agent in Connection With the Placement and Shall Be the Exclusive Placement Agent With Respect to Shares Sold to Certain Clients of Placement Agent (“Lane Clients”) Agreed to in Writing Between Placement Agent and the Company From Time to Time (The “Shares”) and as a Non-Exclusive Placement Agent With Respect to the Balance of the Shares. in All Cases, Lcm’s Engagement Hereunder Shall Be on a “Reasonable Best Efforts” Basis. the Terms of Such Placement Shall Be Mutually Agreed Upon by the Company and the Purchasers of the Shares (Each a “Purchaser And, Collectively, the “Purchasers”) and Nothing Herein Constitutes That Lcm Would Have the Power or Authority to Bind the Company or Any Purchaser or an Obligation for the Company to Issue Any Shares or Complete the Placement. This Agreement and the Stock Purchase Agreement and Any Agreement Contemplated Thereby to Be Executed and Delivered by the Company and the Purchasers in Connection With the Placement Shall Be Collectively Referred to Herein as the “Transaction Documents.” the Date of the Closing of the Placement Shall Be Referred to Herein as the “Closing Date.” the Company Expressly Acknowledges and Agrees That Lcm’s Obligations Hereunder Are on a Reasonable Best Efforts Basis Only and That the Execution of This Agreement Does Not Constitute a Commitment by Lcm to Purchase the Shares and Does Not Ensure the Successful Placement of the Shares or Any Portion Thereof or the Success of Lcm With Respect to Securing Any Other Financing on Behalf of the Company
12/34/56