American Scientific Resources (ASFX)

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Southridge Investment Group, LLC ( “SIG”) was retained as the
placement agent in connection with the Purchase Agreement. We agreed
to pay SIG a cash placement fee equal to 7% of the gross proceeds, a
retainer fee of $5,000 (payable in the form of 1,000,000 shares of
common stock) and $5,000 at the time the transaction enters the
market.
Southridge will periodically purchase our common stock under the
Purchase Agreement and will, in turn, sell such shares to investors in
the market at the market price. This may cause our stock price to
decline, which will require us to issue increasing numbers of common
shares to Southridge to raise the same amount of funds, as our stock
price declines.