Distribution Agent Agreement (9K)
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Bioral Nutrient Delivery, LLC
5310 Cypress Center Drive, #101
Tampa, FL 33609
June 1, 2003
DISTRIBUTION AGENT AGREEMENT
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Kashner Davidson Securities Corporation
77 South Palm Avenue
Sarasota, Florida 34236
Attention: Matt Meister
Gentlemen:
This Agreement sets forth the terms and conditions under which Kashner
Davidson Securities Corporation ("Agent") has been retained by Bioral Nutrient
Delivery, LLC ("BND") to act as Distribution Agent in connection with the
distribution, from time to time, by BND's parent, BioDelivery Sciences
International, Inc. ("BDSI"), to stockholders (the "Distribution") of rights
("Rights") to purchase Class B Membership Shares (the "Class B Shares") of BND
held by BDSI, as contemplated that certain Registration Statement on Form SB-1
of BND, Registration No. 333-103431, relating to the Rights, the Class B Shares
and the Distribution (as amended from time to time, the "Registration
Statement"). The term of the Agreement shall be the later of (i) December 31,
2003, and (ii) 60 days from the date the Registration Date becomes effective
under the Securities Act of 1933, as amended.
1. Services. Agent will provide to BND the following services (the "Services"):
(a) Assistance in the coordination of the Distribution;
(b) Facilitation with the distribution of materials to the registered and
beneficial owners of shares BDSI common stock (the "Stockholders");
(c) Answer inquires from Stockholders regarding the Distribution;
(d) Advice to BND regarding the form and content of the Registration
Statement; and
(e) Assistance to BND with document review.
2. Compensation. In consideration of the Services to be provided to BND, BND
hereby grants Agent a right to purchase 200,000 Class B Shares as follows:
100,000 as of the date that Rights are initially distributed to BDSI
stockholders (the "Distribution Date") and the balance in twelve (12), equal
quarterly installments beginning with the first fiscal quarter
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