EXHIBIT 4.0
INVESTMENT BANKING AGREEMENT
This Investment Banking Agreement entered into this 21st day
of February, 1996, by and between Chalet Capital Corp., a
Colorado corporation ("CCC") and Conectisys Corp., a Colorado
corporation ("Conectisys").
RECITALS:
Whereas, CCC is a consultant engaged in investment banking
and capital raising: and
Whereas, Conectisys is a public company with two
subsidiaries, Primelink and Technilink, engaged in the production
of wireless communication and control devices; and
Whereas, Conectisys has recently acquired orders to
manufacture its products and needs capital and investment banking
services to complete this contract and pursue others; and
Whereas, CCC has the ability to assist Conectisys with
completing this contract and helping it raise additional capital
and operating funds; and
Whereas, Conectisys desirous of engaging the services of CCC
as an advisor and consultant regarding investment banking and CCC
is desirous of accepting its engagement as advisor and consultant
regarding investment banking; and
Whereas, the parties hereto are desirous of memorializing
the terms and conditions of their agreement.
Now, therefore, in consideration of mutual promises and covenants
herein contained, the receipt and sufficiency of which is hereby
acknowledged, CCC and Conectisys hereby agree as follows:
1. Investment Banking Services. Conectisys hereby agrees to
engage the investment banking services of CCC and CCC hereby
accepts the responsibility of that engagement, and agrees to
provide investment banking services to Conectisys upon the terms
and conditions hereinafter set forth.
2. Term. The term of the consulting engagement shall be for
a period of twenty four months commencing as of the 1st day of
March, 1996, and ending on the 28th day of February, 1998. Said
term may be renewed for additional periods as the parties may
subsequently agree in writing.
3. Scope of Consulting Services. Subject to the limitations
hereinafter set forth, CCC shall when requested by Conectisys,
provide investment banking services to Conectisys regarding
investment banking, the public securities market, investor
relations and other areas of investment banking as requested,
from time to time, by the authorized officers of Conectisys. Said
investment banking services shall be provided to Conectisys by
CCC at such times, and upon such occasions, as mutually agreed
between Conectisys and CCC.
4. Possible Merger Candidates. CCC shall also present to
Conectisys potential merger candidates for Conectisys' review as
such become known to CCC. In addition to the consideration to be
paid under paragraph 5 herein, CCC shall be entitled to
additional compensation for any merger candidates that it
presents to Conectisys and Conectisys effects a merger,
acquisition or other combination with as a result of CCC's
efforts. The fee to be paid shall be mutually agreed by the
parties before the CCC introduces the possible candidate to
Conectisys.
5. Consideration. In consideration of the investment banking
services rendered by CCC, pursuant to this Agreement, Conectisys
shall pay the following as compensation:
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a. Conectisys shall grant an option to purchase a total of
1,000,000 shares of Conectisys common stock for period of twenty
four months at the price of $2.50 per share. Said shares, when
issued, shall be restricted stock. Said shares will have
piggyback registration rights and Conectisys will use its best
efforts to register said shares for resale in the event of that
Conectisys files a registration statement or becomes eligible to
register said stock pursuant to an exemption from registration or
the availability of a safe harbor. Conectisys agrees to register
the stock issued to CCC at its sole cost and expense including
preparing and filing any blue sky filings that may be required.
b. As part of this Agreement, CCC agrees to exercise its
option to purchase 100,000 shares of the original option as
follows:
1. CCC shall pay the sum of $100,000 within twenty four
hours of the execution of this Agreement through wire transfer as
directed in Schedule A, attached hereto and incorporated herein
by this reference.
2. CCC shall pay an additional $150,000 with thirty (30)
days of the execution of this Agreement.
3. Upon receipt of a total of $250,000 from CCC,
Conectisys will issue 100,000 shares of its restricted stock to
CCC. Thereafter, CCC will have the option of exercising during
the life of the option.
6. Obligations of Conectisys. Conectisys agrees to use the
monies paid for pursuant to paragraph 5(b)1 and 2 to accomplish
the following:
a. Complete its financial statements and pay for an audit so
that Conectisys may file its reports with the SEC.
b. Prepare and file a Form 10 or other applicable filings to
make Conectisys a reporting company under the Securities Exchange
Act of 1934, as amended.
c. Prepare and file an application for listing on NASDAQ
small capital markets as practicable.
d. Fill current 1,000 unit contract with SkyTel through its
subsidiary Primelink.
7. Termination. Either party hereto may terminate this contract
upon thirty days' written notice to the other party. CCC shall
retain its option to purchase any shares remaining under the
original option grant.
8. General Provisions.
a. Severability. In the event that any provision of this
Investment Banking Agreement shall be determined to be illegal or
otherwise not enforceable, such provisions shall be severed or
modified to the extent necessary to make it enforceable and as so
severed or modified, the remainder of this Investment Banking
Agreement shall remain in full force and effect as provided
herein.
b. Governing Law. This Agreement shall be interpreted and
enforced according to the laws of the State of Colorado.
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c. Entire Agreement. This Agreement contains the entire
Agreement of the parties and may not be changed orally, but only
by written agreement signed by the party against whom enforcement
of any change, modification, extension or discharge is sought.
CCC, by and through its authorized officer, and Conectisys,
by and through its authorized officer, have hereto set their
hands and seals on this 21st day of February, 1996.
CHALET CAPITAL CORP.
By:_________/s/__________________
Xxxxx Xxxx, President
CONECTISYS CORP.
By:___________/s/__________________
Xxxxxx X. Xxxxxx, President
