Exhibit 10.5
, 1998
Xxxxxx X. Xxxxxxxxxxx, President
CropKing, Incorporated
0000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxx 00000
Re: Merger and Acquisition Agreement
Dear Xx. Xxxxxxxxxxx:
You have agreed that Xxxxxx Xxxxx Securities, Inc., (the "Finder") may
act as a non-exclusive finder or financial consultant for you in various
transactions in which CropKing, Incorporated (the "Company") may be involved,
including but not limited to, mergers, acquisitions, business combinations,
joint ventures, debt or equity placements or other on-balance or off-balance
sheet corporate transactions. The Company hereby agrees that in the event
that the Finder shall first introduce to the Company another party or entity,
and that as a result of such introduction, a transaction between such entity
and the Company is consummated ("Consummated Transaction"), then the Company
shall pay to the Finder a finder's fee as follows:
a. Five percent (5%) of the first $1,000,000 of the consideration paid in
such transaction;
b. Four percent (4%) of the consideration in excess of $1,000,000 and up
to $2,000,000;
c. Three percent (3%) of the consideration in excess of $2,000,000 and up
to $3,000,000;
d. Two percent (2%) of any consideration in excess of $3,000,000 and up
to $4,000,000; and
e. One percent (1%) of any consideration in excess of $4,000,000.
The fee due the Finder shall be paid by the Company in cash and/or in
stock at the closing of the Consummated Transaction as mutually agreed
between the Company and the Finder, without regard to whether the Consummated
Transaction involves payments in cash, in stock, or a combination of stock
and cash, or is made on an installment sale basis. By way of example, if the
Consummated Transaction involves securities of the acquiring entity (whether
securities of the Company, if the Company is the acquiring party, or
securities of another entity, if the Company is the selling party) having a
value of $5,000,000, the consideration to be paid by the Company to the
Finder at closing shall be $150,000.
However, both parties agree that it is the purpose of the Company to use
the proceeds of the offering in the acquisition, merger, purchase of shares
or any other kind of association with
foreign companies as described in the prospectus. To the extent that the
Company has any prior relationships with such foreign companies these foreign
companies are specifically excluded from this Agreement.
In the event that for any reason the Company shall fail to pay to the
Finder all or any portion of the finder's fee payable hereunder when due,
interest shall accrue and be payable on the unpaid balance due hereunder from
the date when first due through and including that date when actually
collected by the Finder, at a rate equal to two (2) points over the prime
rate of Citibank, N.A. in New York, New York, computed on a daily basis and
adjusted as announced from time to time.
This agreement shall be effective on the date hereof and shall expire on
the fifth anniversary of the date hereof.
Notwithstanding anything herein to the contrary, if the Company shall,
within 180 days immediately following the termination of the five year period
provided above, conclude a Consummated Transaction with any party introduced
by the Finder to the Company prior to the termination of said five year
period, the Company shall also pay the Finder the fee determined above.
The Company represents and warrants to the Finder that the engagement of
the Finder hereunder has been duly authorized and approved by the Board of
Directors of the Company and this letter agreement has been duly executed and
delivered by the Company and constitutes a legal, valid and binding
obligation of the Company.
This agreement has been executed and delivered in the State of Florida
and shall be governed by the laws of such state, without giving effect to the
conflicts of laws rules thereunder.
This agreement shall be binding upon, and enforceable against, the
successors and assigns of each of the undersigned.
Please sign this letter at the place indicated below, whereupon it will
constitute our mutually binding agreement with respect to the matters
contained herein.
Very truly yours,
XXXXXX XXXXX SECURITIES, INC.
BY:
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Xxxxxx X. Xxxx, President
Agreed to and Accepted:
CROPKING, INCORPORATED
BY:
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Xxxxxx X. Xxxxxxxxxxx, President
