U.S. Aerospace, Inc. – Credit Agreements Watch

from SB-2 6 pages 1. Transactions. Ascendiant Anticipates One or More Transactions, Involving the Sale of the Client’s Securities to Institutional and/or Accredited Investors (“Investor” or “Investors”). the Actual Terms and Stmcture of Each Transaction Will Depend on Market Conditions and Will Be Subject to Negotiation Between the Client and Ascendiant and Prospective Investors. 2. Engagement. in Connection Herewith, Ascendiant Shall Provide the Following Financial Advisory and Placement Agent Services on a Best Efforts Basis to the Client: A. Advise the Client With Respect to the Form and Stmcture of Each Transaction; B. Assist the Client in Developing Any Necessary Materials; C. Identify and Make Contact With Prospective Investors; D. Assist the Client in Conducting Presentations and Due Diligence Meetings With Prospective Investors; and Ascendiant Initials Client Initials