Exhibit 10.9
INNOVATIVE FINANCIAL STRATEGIES, A DIVISION OF XXXXXXX INVESTMENTS, INC.
RETAINER AGREEMENT
This agreement is made and entered into this 13th day of July, 1998 by and
between Innovative Financial Strategies, a Division of Xxxxxxx Investments,
Inc. of 000 Xxxx Xxxxxx Xxxx., Xxxxx 000X, Xxxxxx Xxxxx, Xxxxxxx 00000 and
ARXA International, 000 Xxxxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000.
WHEREAS, Innovative Financial Strategies, is a consulting firm with publicly
traded company contacts as well as certain oil and gas mergers and
acquisition target contacts;
WHEREAS, the Company is publicly held with its common stock trading on the
OTC Market;
WHEREAS, Innovative Financial Strategies will introduce potential qualified
candidates for merger or acquisitions;
WHEREAS, Innovative Financial Strategies is willing to accept the Company as
a client;
NOW THEREFORE, in consideration of the mutual premises and covenants set
forth herein, it is agreed.
1. ENGAGEMENT: The Company hereby engages Innovative Financial Strategies
to locate possible candidates for acquisition or merger possibilities.
2. TERM: The services to be rendered under this Agreement shall commence
upon execution of the Agreement and shall continue for a period of (180)
days, this agreement shall be re-negotiated for another (180) days or
longer.
3. TERMINATION: The Company may terminate this Agreement by providing
Innovative Financial Strategies with written notice of termination any
time during the term of this Agreement. Upon termination neither party
shall have any continuing duty on obligation whether financial or
otherwise, to the other party except those obligations as contained in
paragraph 10, shall survive the termination of this Agreement.
4. COMPENSATION AND EXPENSES: In consideration of the Services to be
performed by Innovative Financial Strategies, the Company agrees to pay
Innovative Financial Strategies, a retainer fee of 25,000 free trading
shares of ARXA common stock plus reasonable, approved, out of pocket
expenses. In addition, should Innovative Financial Strategies identify
appropriate merger or acquisition targets and ARXA successfully
consummates a merger or acquisition, ARXA will pay to Innovative
Financial Strategies a negotiated finders fee.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The company hereby
represents warrants to Innovative Financial Strategies with each
representation and warranty being deemed to be material, that:
A) The execution and performance of this Agreement by the Company has
been duly authorized by the Board of Directors of the Company in
accordance with applicable law, and, to the extent required, by the
requisite number of shareholders.
B) This performance by the Company of this Agreement will not violate
any applicable court decree, law or regulations, nor will it
violate any provisions of the organization documents of the Company
or any contractual obligation by which the Company may be bound.
C) The Company will promptly deliver to Innovative Financial
Strategies all relevant materials, including, but not limited to
corporate reports, brochures, and similar documents;
D) The Company will promptly deliver to Innovative Financial
Strategies a list of names and addresses of all shareholders of the
Company of which it is aware.
E) The Company will promptly deliver to Innovative Financial
Strategies a list of brokers and market makers of the Company's
securities which have been following the Company.
F) All information the Company provides to Innovative Financial
Strategies shall be in all material respects true, accurate,
complete and not misleading; and
G) The Company will act diligently and promptly in reviewing materials
submitted to it by Innovative Financial Strategies to enhance
timely distribution of the materials and will inform Innovative
Financial Strategies in writing of any inaccuracies contained
therein prior to the projected publication date.
6. REPRESENTATIONS AND WARRANTIES OF INNOVATIVE FINANCIAL STRATEGIES:
A) Xxxxxxx Investments, Inc. is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization;
B) Xxxxxxx Investments, Inc., has all the requisite corporate power
and authority to enter into this Agreement and to render the
services contemplated hereby;
C) The execution and delivery of this Agreement and services to be
performed hereunder have been duly authorized by all necessary
corporate action on the part of Xxxxxxx Investments, Inc., and;
D) The performance by Innovative Financial Strategies, of the
Agreement will not violate any applicable court decree, law or
regulation, nor will it violate any contractual obligation by which
Innovative Financial Strategies may be bound.
7. DISCLAIMER: INNOVATIVE FINANCIAL STRATEGIES; MAKES NO REPRESENTATION OR
WARRANTY THAT ITS SERVICES WILL RESULT IN AN ACQUISITION OR MERGER.
8. OWNERSHIP OF MATERIAL; COMPANY'S RIGHT TO REVIEW AND APPROVE; All rights
title and interest in and to materials to be provided by Innovative
Financial Strategies in rendering its services under this Agreement
shall be and remain the sole and exclusive property of Innovative
Financial Strategies.
9. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address set for herein, or at such other address as to
which notice pursuant to this paragraph may be given by personal
delivery, certified mail, express mail, or facsimile. Notices shall be
deemed given upon the earlier of actual receipt or two business days
after being mailed or delivered.
Notices shall be addressed to: Innovative Financial Strategies
a Division of Xxxxxxx Investments, Inc.
000 Xxxx Xxxxxx Xxxx., Xxxxx 000X
Xxxxxx Xxxxx, XX 00000
Notices shall be addressed to: ARXA International Energy, Inc
000 Xxxxxxx Xxxxxxx Xx. Xxxxx 000
Xxxxxxx Xxxxx 00000
10. SEVERABILITY; If one or more of the provisions of this Agreement shall
be held invalid illegal, or unenforceable in any respect such
provisions, to the extent held invalid, illegal or unenforceable, and
provided that such provision is not essential to the transaction
provided for this Agreement, shall not affect any other provision
contained herein, and this Agreement shall be construed as if such
provision had never been contained herein
AGREED TO THIS 13th DAY OF JULY, 1998
INNOVATIVE FINANCIAL STRATEGIES, A DIVISION OF XXXXXXX INVESTMENTS, INC.
BY: /s/ Xxxxxxx Xxxxxxx
---------------------------
XX. XXXXXXX XXXXXXX
ARXA INTERNATIONAL ENERGY, INC
BY: /s/ L. Xxxxx Xxxx
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MR. XXXXX XXXX, PRESIDENT
