FINDERS FEE AGREEMENT
THIS
AGREEMENT dated
for
reference as of the 1st day of March, 2008.
BETWEEN:
Ameriwest
Energy Corp. a
company
duly incorporated pursuant to the laws of the State
of
Nevada and having an office for business located at Xxxxx 000 - 000 X.
0xx Xxxxxx,
Casper Wyoming 82601(the "Company") AND:
Coast
Advisors LLC
a
company duly incorporated pursuant to the laws of the Nevada and having an
office for business located at Xxxxx 0000 - 000 Xxxx Xxxxxxx Street, XX
Xxx
00000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 (the "Finder")
WHEREAS:
(l) The
Company is offering unsecured convertible promissory notes (the "Placement").
The unsecured promissory notes
are
convertible into common stock of Arneriwest Energy Corp at $0.60 per and have
one non-transferable share purchase warrant attached. Each warrant is
exercisable into one common share of the capital stock of the Company
for a period of 2 years at an exercise price of US$0.60 per warrant in the
first
year and $0.90 per warrant in
the
second year;
(2) The
Company is seeking persons to purchase the Placement from it and the Finder
has
represented to Company that
it
is acquainted with accredited investors (as defined below) to whom it can
introduce the Company; and
(3) The
Company wishes to compensate the Finder for its efforts in introducing to the
Company Accredited Investors who
purchase the Placement.
NOW
THEREFORE THIS AGREEMENT WITNESSES that
in
consideration of the premises and mutual covenants and
agreements herein contained the parties hereto agree as follows:
1. For
the
purposes of this Agreement, the term "Accredited Investor" is defined as a
natural person who meets the definition
of Accredited Investor in Rule 501 of Regulation D of the United States
Securities and Exchange Commission.
2. In
consideration for introducing to the Company Accredited Investors who subscribe
into the Placement, the Company
will compensate the Finder with a cash finder's fee payment of 5% (the "Finder's
Fee") of the aggregate cash
proceeds of the Placement to Accredited Investors to whom the Finder has
introduced the Company; and
3. This
Agreement, and the payment by the Company of the Finder's Fee, will be subject
to the approval of any such applicable securities regulatory authority which
may
have jurisdiction over this transaction.
4. The
Company shall pay, upon closing of its offering of the Placement to Accredited
Investors introduced to it by the
Finder, the Finder's Fee.
5. The
Company represents and warrants to the Finder that:
| (a) |
it
is a valid and subsisting corporation duly incorporated and
in
good standing under the laws of its jurisdiction
of incorporation;
its shares are listed on the OTC Bulletin Board (the "Exchange") and
it is
in good standing under the rules and
policies of the Exchange and is not in breach of any of the requirements
of its listing agreement;
|
| (b) |
the
issue and sale of the Placement by the Company does not and will not
conflict with, and does not and will
not result in a breach of, any of the terms of its incorporating documents
or any agreement or instrument
to which the Company is a party;
|
| (c) |
this
Agreement has been or will be by the closing of the issuance of the
Placement, duly authorized by all necessary corporate action on the
part
of the Company;
|
| (d) |
it
will comply with all applicable rules and regulations of the US Securities
and Exchange Commission including, without limiting the generality
of the
foregoing, Rule 505 and Rule 506 of Regulation D and the
requirement to file a Form D thereunder;
|
| (e) |
the
Company is a "reporting issuer" under the British Columbia Securities
Act
and under the US Securities
Act of 1933 and is not in default of any of the requirements of either
of
these acts or any of the administrative policies or notices of the
Exchange or of the US Securities and Exchange Commission;
and
|
(f) the
Company has not advertised the Placement for sale to persons in the United
States.
6. The
Finder acknowledges that:
| (a) |
the
Placement, and any securities underlying the Placement, have not been
registered for resale in the United States
and may not be resold to residents of the United States without such
registration unless an exemption from
such resale registration requirements is
available;
|
| (b) |
the
decision to accept a potential investor as a shareholder in the Company
is
in the sole and absolute discretion
of the Company and the Company may for any reason, refuse to accept
any
subscription for the Placement
from a person introduced to it by the
Finder;
|
| (c) |
in
the event that the Company does not accept a subscription for the
Placement from a person introduced to it by
the Finder, no Finder's Fee shall be payable for those Placements the
subscription of which is refused;
|
| (d) |
it's
representation of the Company in introducing it to certain Accredited
Investors is not an exclusive engagement
such that the ability of the Company to locate other potential investors
or purchasers of the Placement
would be constrained in any way; and
|
7. The
Finder represents and warrants to the Company that:
| (a) |
in
connection with introduction to potential investors, it will comply
with
all applicable laws including, without
limiting the generality of the foregoing, those rules and regulations
set
forth in Rule 505 and Rule 506 of
Regulation D under the US Securities Act of 1933, as
amended;
|
| (b) |
it
has all permits, licenses and registrations required to perform the
services hereunder and is a valid and subsisting
corporation in good standing in its jurisdiction of
incorporation;
|
| (c) |
it
has all corporate powers necessary to enter into this Agreement;
and
|
| (d) |
it
will introduce to the Company only persons who are Accredited Investors
as
defined above;
|
| (e) |
it
will not advertise the Placement for sale in the United States or to
residents of the United States as the term "resident" is defined in
applicable US securities laws, rules and
regulations;
|
| (f) |
this
Agreement has been or will be by the closing of the issuance of the
Placement, duly authorized by all necessary
corporate action on the part of the Finder:
and
|
| (g) |
it
is aware that in the event the Finder's Fee is in excess of the maximum
finder's fee permitted under the rules of
the Exchange and, as a result, it
is
possible that the Exchange may, as a
condition
of regulatory approval of this
Agreement, request that the finder's fee be reduced to conform to its
rules.
|
8. In
the
event that the Exchange, as a condition of regulatory approval of this
Agreement, requires that the Finder's Fee
be
reduced, the Finder agrees to a reduction of the Finder's Fee to that level
which will comply with the rules of
the
Exchange.
9. Any
notice to be given under this Agreement shall be in writing and
shall
be
delivered personally or mailed in British
Columbia by registered mail, postage prepaid, and addressed to the parties
at
their addresses as given on the first
page of this Agreement or at such other address as may from time to time be
notified in writing by any of the parties.
Any such notice shall be deemed to have been given if delivered by hand on
the
day delivered, and if mailed,
five (5) business days following the date of posting; provided that if there
shall be at the time of mailing or between
the time of mailing and the fifth business day following the date of posting,
a
mail strike, slowdown or other
labour dispute which might affect delivery of' such notice by mail, then such
notice shall be effective only if actually
delivered.
10. This
Agreement may not be amended or otherwise modified except by an instrument
in
writing signed by both parties.
11. The
parties hereto shall
execute such further and other documents and instruments and do such further
and
other things as
may be
necessary to implement and carry out the intent of this Agreement including,
without limiting the generality
of the foregoing, execution of any documents required by the policies of the
Exchange in connection with
obtaining Exchange approval of this Agreement.
12. This
Agreement may not be assigned by either party hereto except with the prior
written consent of the other party hereto.
13. This
Agreement will be construed under and governed by the laws of the Province
of
British Columbia.
14. This
Agreement represents the entire agreement between the parties hereto and
supersedes any and all prior agreements
and understandings, whether written or oral, between the parties.
15. This
Agreement shall be binding upon and shall ensure to the benefit of the parties
hereto and their respective heirs, executors,
administrators, successors and permitted assigns.
16. This
Agreement may be executed by facsimile and in counterparts.
IN
WITNESS WHEREOF the
parties hereto have duly executed this Agreement as of the day and year first
above written notwithstanding
its actual date of execution.
|
Coast
Advisors LLC
|
||
|
Per
Wlater Mersebat, PI-mulent
|
Per.
Xxxx Xxxxxxxx, Manager
|
