Exhibit No. 10
Agreement with Xxxx Securities Corporation
XXXX SECURITIES CORPORATION
00 Xxxxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, Xxx Xxxx
00000
July 27, 2007
Trans World Corporation
000 Xxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx
00000
Re: Finder Agreement
Dear Mr. Ramadan:
This letter confirms the agreement ("Agreement") between Trans World
Corporation, Inc. (the "Company") to Xxxx Securities Corporation ("Xxxx"), a
registered broker-dealer and member of the National Association of Securities
Dealers, to provide the finder services described below.
1. Finder Services
1.1 Xxxx shall use its reasonable best efforts to introduce the Company to
corporations, partnerships, accredited investors, or other persons or entities
(any such person or entity introduced by Xxxx, "Entity" and collectively,
"Entities") that may engage in a Transaction (as defined below) with the
Company. As used herein, the term "Entity" also refers to any person or entity
that is directly connected with or related to any Entity including, without
limitation, any affiliate of, person or entity referred by, client or customer
of, or any investor in, any Entity. Any intermediary or entity with which TWC is
already familiar or with whom TWC has or had prior contact shall be excluded as
an "Entity" as defined in this provision, except for those entities introduced
to TWC by Xxxx Securities in November 2005 and included on the list attached
herein as Appendix A. TWC must confirm, in writing, that entities introduced by
Xxxx are not previously known.
1.2 Except as set forth below, all services provided by Xxxx under this
Agreement shall be at Xxxx'x cost and risk. Xxxx'x compensation, if any, shall
be a "Transaction Fee" (as set forth in Section 3 below) upon consummation of a
Transaction (as defined in Section 4 below) in any form with any Entity. Xxxx
does expect to be reimbursed for reasonable out of pocket expenses and will not
expend more than $1,000.00 without prior written approval from the Company.
1.3 The Company acknowledges that Xxxx shall not perform or be required to
perform any responsibilities other than the introduction of Entities to the
Company as described above. Without limiting the generality of the preceding
sentence, the Company agrees that Xxxx (i) shall have no responsibility to
investigate or perform any "due diligence" whatsoever with respect to any Entity
introduced by Xxxx to the Company, (ii) shall have no responsibility to
participate or assist in any negotiations between any potential Entity and the
Company, and (iii) shall have no responsibility for fulfilling any reporting or
filing requirements of the Company pursuant to applicable federal and state
securities laws.
1.4 Notwithstanding anything in this Agreement to the contrary, the Company
shall have the sole and absolute discretion to accept or not accept the terms of
any Transaction. Neither the Company nor any of its affiliates shall have any
liability whatsoever to Xxxx resulting from its decision not to enter into a
proposed Transaction.
2. Term
This Agreement shall take effect immediately and shall continue for a term of
ninety (90) days, unless renewed by both parties in writing. TWC and Xxxx may
terminate this agreement at any time by written notice mailed or delivered to
the address of the other party, set forth below.
3. Transaction Fee
In consideration of Xxxx'x services, Xxxx shall be entitled to receive, and the
Company hereby agrees to pay to Xxxx, the following:
3.1 Xxxx shall receive a Transaction Fee payable by certified check or wire
transfer equal to (5%) five percent of the amount invested by any Entity
introduced by Xxxx during the term of this Agreement in the Company, payable
upon consummation of any Transaction, provided that such Transaction occurs
during the term of this Agreement or during the one-year period subsequent to
the termination of this Agreement. Xxxx reserves the right to receive fees in
cash or equity or a combination of both.
4. Transaction
4.1 As used herein, the term "Transaction" means any business agreement,
arrangement, transaction, relating solely to TWC's proposed privately placed
Common Stock transaction, and any other equity financing that may occur during
the term of this Agreement unless otherwise agreed to by the parties in writing.
5. Non-Circumvention
In order to prevent the Company from circumventing Xxxx'x right to receive
Transaction Fees hereunder, the Company agrees that whether or not any
Transaction concerning the Company is completed, for a one-year period
commencing from the date of this Agreement, without the prior express written
consent of Xxxx, neither the Company nor any of its officers, employees, or
agents will contact directly any Entity introduced to the Company by Xxxx during
the term of this Agreement. TWC and Xxxx will maintain a specific list of all
introduced Entities, which shall be updated whenever Xxxx makes a written
introduction of an Entity that is not previously known, and is deemed valid by
TWC in writing, in accordance with Section 1.1.
6. Non-Exclusive
Each party acknowledges and agrees that the rights granted to the other in this
Agreement are non-exclusive, and that, without limiting the generality of the
foregoing, nothing in this Agreement shall be deemed or construed to prohibit
either party herein from participating in similar business arrangements to those
described herein with other parties.
7. Indemnification
The Company will indemnify and defend Xxxx, its affiliates, and the respective
directors, officers, agents and employees of Xxxx (each the "Indemnified
Person"), to the fullest extent lawful, from and against any losses, claims,
damages, judgments, assessments, costs and other liabilities (the
"Liabilities"), and will reimburse each Indemnified Person for all reasonable
fees and expenses, including the reasonable fees and expenses of counsel, as
they are incurred, in investigating, preparing, pursuing and defending any
claim, action, proceeding or investigation, whether or not in connection with
pending or threatened litigation and whether or not any Indemnified Person is a
party (collectively, the "Actions"), caused by or arising out of or in
connection with any services rendered or to be rendered by any Indemnified
Person relating to this Agreement, or any Indemnified Person's actions or
inactions in connection with any such service rendered; provided that the
Company will not be liable in any case to the extent that any such Liabilities
arise out of or are based on the gross negligence or willful misconduct of Xxxx.
Each party hereto agrees to notify the other promptly of the assertion against
it or any of its employees of any claim or the commencement of any action or
proceeding related to the transactions and activities contemplated hereby. A
party's failure to so notify the other party shall not relieve such party from
any obligation or liability which it would otherwise have except to the extent
that it has been materially prejudiced by such failure.
8. General Provisions
8.1 This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to its conflicts of laws
provisions.
8.2 This Agreement may not be amended or modified except in writing signed by
both parties.
8.3 All notices and other communications hereunder shall be deemed given upon
(a) the sender's confirmation of receipt of a facsimile transmission to the
recipient's facsimile number set forth below, (b) confirmed delivery by a
standard overnight carrier to the recipient's address set forth below, or (c)
delivery by hand to the recipient's address set forth below (or, in each case,
to or at such other facsimile number or address for a party as such party may
specify by notice given in accordance with this Section 8.3):
(a) If to the Company, to:
Xx. Xxxx Xxxxxxx
Trans World Corporation
000 Xxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
with a copy to:
Xxxxxxx X. Xxxx, Esq.
Elias, Matz, Xxxxxxx & Xxxxxxx
000 00xx Xxxxxx, X.X.
00xx Xxxxx
Xxxxxxxxxx, X.X. 00000
Fax: (000) 000-0000
(b) If to Xxxx, to:
Xxxxxxxxx Xxxx
Xxxx Securities Corporation
00 Xxxxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
with a copy to:
Xxxxxxx X. Xxxxxx, Esq.
The Xxxxxx Law Firm, LLC
White Plains Plaza
Xxx Xxxxx Xxxxxxxx
Xxxxx Xxxxxx, XX 00000
Fax: (000) 000-0000
8.4 This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their successors and assigns. Xxxx shall not assign this Agreement to
anyone or any entity without the prior express, written consent of TWC, at TWC's
sole discretion.
8.5 Xxxx shall perform its services hereunder as an independent contractor and
not as an employee of the Company or an affiliate thereof. It is expressly
understood and agreed to by the parties hereto that Xxxx shall have no authority
to act for, represent or bind the Company or any affiliate thereof in any
manner, except as may be agreed to expressly by the Company in writing from time
to time.
8.6 The Company hereby represents that it is a sophisticated business enterprise
that has retained Xxxx for the limited purposes set forth in this letter, and
the parties acknowledge and agree that their respective rights and obligations
are contractual in nature. Each party disclaims an intention to impose fiduciary
obligations on the other by virtue of the engagement contemplated by this
letter.
If the foregoing is acceptable to you, please sign and return the enclosed copy
of this letter to my attention.
Very truly yours,
XXXX SECURITIES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
AGREED AND ACCEPTED:
Trans World Corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
Date: July 31, 2007
