PLACEMENT AGENCY AGREEMENT
This Placement Agency Agreement (this “Agreement”) is made and entered into as of February 24, 2006
(the “Effective Date”), by and between Tactical Solution Partners, Inc., a Delaware corporation (the
“Company”), and Stonegate Securities, Inc., a Texas corporation (“Stonegate”).
WHEREAS, the Company desires to retain Stonegate as its placement agent, and Stonegate is willing to
act in such capacity, in each case subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the
Company and Stonegate (each a “Party” and collectively, the “Parties”) hereby agree as follows:
RETENTION OF STONEGATE; SCOPE OF SERVICES.
Subject to the terms and conditions set forth herein, the Company hereby retains Stonegate to act
as the placement agent to the Company during the Contract Period (as defined in Section 2
below), and Stonegate hereby agrees to be so retained.
During the Exclusivity Period (as defined in Section 2(a) below), as the exclusive placement agent
to the Company, Stonegate will have the exclusive right to identify for the Company prospective
purchasers (collectively, the “Purchasers” and each individually, a “Purchaser”) in one or more
placement (each, a “Placement” and collectively, the “Placements”) of debt and/or equity
securities to be issued by the Company, the type and dollar amount being as mutually agreed to
by the Parties (the “Securities”). During the period of exclusivity Stonegate shall be the
Company’s sole and only placement agent as to Securities.
After the Exclusivity Period, as the non-exclusive placement agent to the Company, Stonegate
will have the non-exclusive right during the Contract Period to identify for the Company
prospective Purchasers in one or more Placements of Securities, the type and dollar amount
being as mutually agreed to by the Parties.
Terms of the Placements shall be as set forth in sub