10.1.2 World of Internet
FINDER'S FEE AGREEMENT
THIS AGREEMENT entered into this 27th day of July, 2000 (the "Effective
Date"), by and between World of Xxxxxxxx.xxx AG, a German corporation,
("Finder") and xxxxxxxx.xxx, Inc. ("Company") of 0000 Xxxxx 000, Xxxxxxxxxxx,
XX 00000 (address).
WHEREAS Company desires to locate individuals and entities that would consider
either investing in Company or consummating a transaction whereby majority
voting control or substantially all of the assets of the Company are
transferred;
WHEREAS Finder desires to assist company in finding such individuals and
entities;
FOR AND IN CONSIDERATION OF the mutual promises and benefits of the parties,
they do hereby agree to the following:
1. Agreement to Act as Finder. Finder hereby agrees, on a non-exclusive basis,
to attempt to locate entities and individuals ("Potential Investors") that
would consider either: i) making an investment in Company, through the
purchase of equity in the Company or the lending of money to the Company; or
ii) consummating a transaction or series of transactions whereby, directly or
indirectly, majority voting control or substantially all of the assets of the
Company are transferred for consideration, including, but not limited to, a
sale or exchange of stock or assets, a merger or consolidation, a tender or
exchange offer or any similar transaction ("Transaction").
2. Introductions by Finder. If Finder locates a Potential Investor interested
in consummating a Transaction, Finder may, in its discretion, submit the name
of the Potential Investor to Company for consideration and negotiation.
Finder's role under this Agreement is limited strictly to making introductions
of Potential Investors and Finder shall not provide any advice as to whether
an investment in Company is appropriate for any Potential Investor. Any
Potential Investor shall be responsible for negotiating all of the terms and
conditions of any investment or transaction directly with Company.
3. Finder's Fee. If Company consummates a Transaction with any Potential
Investor who was introduced to Company by Finder, Finder shall receive a fee
payable from Company simultaneously with the closing of the Transaction by the
Potential Investor ("Finder's fee"). The Finder's Fee shall consist of 2% of
the total amount invested by any party or parties introduced, directly or
indirectly, by Finder, or in the case of a change in control or asset
purchase, 2% of the total purchase price and, in addition, 200,000 shares of
restricted common stock of Company. Both the cash portion and the stock
portion of the Finder's Fees shall be payable to Finder at the closing of any
Transaction.
4. Piggyback Registration Rights. If at any time or from time to time, the
Company-shall determine to register any of its securities, either for its own
account or the account of any other security holder or holders on a
registration statement under the Securities Act of 1933 (the "Act"~ the
Company will (i) promptly give Finder written notice thereof; and (ii) include
in such registration (and any related qualifications under blue sky laws or
other compliance) and in any underwriting involved therein, all shares of the
stock granted to Finder pursuant to Paragraph 3 of this Agreement.
5. Company acknowledges that Finder acts and will act as a finder of investors
for other corporations and businesses.
6. Chain of Introductions- Finder shall be entitled to a finder's Fee not only
from a Transaction consummated by a party it introduced to Company, but on any
Transactions consummated with any party that result from its original
introduction.
7. The Term of this Agreement shall be twelve(12) months from the Effective
Date. Notwithstanding the foregoing, Finder shall be entitled to the Finder's
Fee as set forth above for any introductions to Potential Investors made
during the term of this Agreement, even if a Transaction is not consummated
with Company until after the term of this Agreement has expired.
8. Independent Contractor. In its performance hereunder, Consultant and its
agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and which shall not
be subject to the control or supervisions of client, except as to the results
of the work and as otherwise requested. Client acknowledges that nothing in
this Agreement shall be construed to require Consultant to provide services to
Client at any specific time, or in any specific place or manner, unless
otherwise mutually agreed. Payments to consultant hereunder shall not be
subject to withholding taxes or other employment taxes as required with
respect to compensation paid to an employee.
9. No Oral Modifications. This Agreement may not be modified without a writing
signed by each of the parties hereto.
10. Rights Reserved. Consultant shall have the option to terminate this
Agreement if, at any time during this Agreement, the price of Client's shares
on any stock exchange decreases more than 30% from its closing price on the
day that this Agreement is signed. If Consultant exercises its option to
terminate this Agreement under this paragraph, Consultant shall have the right
to modify the terms of the Agreement.
11. Jurisdiction. By excluding other feasible places of legal jurisdiction,
the place of legal jurisdiction is herewith agreed to be the Free and
Hanseatic City of Hamburg, Germany; for any dispute between the parties
arising from this contractual agreement German law applies exclusively.
12. Entire Understanding. This Engagement Letter contains the entire
understandings between the Company and Commonwealth with reference to the
subject matter hereof and supersedes any prior understandings and agreements
related thereto, whether written or oral.
In witness whereof, the parties have signed this Agreement as of the Effective
Date set forth above.
xxxxxxxx.xxx, Inc.
By:/s/Xxxxxx X. Xxxxxx
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Name Xxxxxx Xxxxxx Xxxxxx
Title: CEO
World of Xxxxxxxx.xxx AG.
By:/s/Xxxxxx X. Xxxx.
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Xxxxxx X. Xxxx, COO (A.S.O.)
