FINDER’S FEE AGREEMENT
| BETWEEN: |
bioMETRX,
Inc.
000 X. Xxxxxxxx
Xxxxxxx, XX
00000
|
| AND: |
Harbor
View Group, Inc. (the “Finder”)
Two Xxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, XX
00000
|
In
consideration of the services of the Finder in arranging private sales of an
aggregate of $372,000 in financing to bioMETRX, Inc. (the “Company”), from Xx.
Xxxxxxx Xxxx, the Finder will be compensated as follows:
| 1. |
$37,200;
and
|
|
2.
|
the
issuance of an aggregate of 409,200 shares of the Company’s common stock,
which equals 22% of the shares issued to Xx. Xxxx in the above referenced
financing.
|
DATED:
February 8, 2006
FINDER:
HARBOR
VIEW GROUP, INC.
| By: /s/ Xxxxx Xxxxxxxx | |||
|
|
|||
|
Xxxxx
Xxxxxxxx, President
|
Accepted
and agreed to by the Company effective
February
8, 2006
BIOMETRX,
INC.
| By: /s/ Xxxx Xxxxxx | |||
|
|
|||
|
Xxxx
Xxxxxx,
President
|
1
FINDER’S
FEE AGREEMENT TERMS AND CONDITIONS
1.
ACKNOWLEDGMENTS OF THE FINDER
1.1
The
Finder acknowledges and declares that:
|
a.
|
the
Finder is aware that the 409,200 shares of common stock (the “Shares”) to
be issued pursuant to the Finder’s Fee Agreement have not been qualified
under a Shares Act or Exchange Act (an “Act”) or any regulations or rules
thereunder (the “Rules”) for distribution to the public, that the issuance
of the Shares pursuant to this Agreement is to be by way of private
placement exempted from the registration requirements of any Act
and from
the prospectus requirements of any Act under an exemption to be determined
by the Company, and that the Finder is restricted from using most
of the
civil remedies available under such Acts and the Rules thereto and
may not
receive information that would be otherwise available to him under
such
Acts and the Rules in connection with his acquisition of the
Shares;
|
|
b.
|
there
are restrictions on the Finder’s ability to resell the Shares and it is
the responsibility of the Finder to find out what those restrictions
are
and to comply with them before selling the Shares and, without limiting
the generality of the foregoing, the resale of the Shares may be
subject
to the registration and prospectus requirements of the
Act;
|
|
c.
|
it
is the obligation of the Finder to comply with the resale restrictions
imposed by any applicable Act in regard to the Shares at the time
the
Finder wishes to trade any of the Shares and it is not the obligation
of
the Company or its solicitors to keep the Finder informed in this
regard;
|
|
d.
|
it
consents to the Company causing any legends required under any securities
law to which it is bound in issuing the Shares to be affixed to the
certificates representing the Shares to be issued pursuant to this
Agreement;
|
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e.
|
the
Shares were not advertised for
sale;
|
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f.
|
the
Company has recommended the Finder seek and obtain independent legal
advice from the Finder’s own solicitor with respect to this Agreement
prior to its execution and has provided the Finder with sufficient
opportunity to do so and the Finder further acknowledges that it
understands the terms, and its rights and obligations under this
Agreement;
|
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g.
|
no
securities commission or similar regulatory authority has reviewed
or
passed on the merits of the Shares;
|
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h.
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there
is no government or other insurance covering the Shares;
and
|
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i.
|
there
are risks associated with the acquisition of the
Shares.
|
2
2.
REPRESENTATIONS AND WARRANTIES OF THE FINDER
2.1
The
Finder represents and warrants to the Company that:
|
a.
|
the
Finder is acquiring the Shares as principal and no other person,
firm or
corporation will have a beneficial interest in the
Shares;
|
|
b.
|
the
Shares are being acquired for investment purposes only and not with
a view
to resale or distribution;
|
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c.
|
the
Finder is not a control person of the Company as defined in any securities
act applicable to the issue of the Shares and the acquisition of
the
Shares will not result in the Finder owning 10% or more of the issued
and
outstanding Shares of the Company or becoming a control
person;
|
|
d.
|
the
Finder is not acquiring the Shares as a result of any material information
about the affairs of the Company that has not been publicly disclosed,
save knowledge of this particular transaction;
|
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e.
|
the
Finder understands that the Corporation has no obligation or present
intention of filing a registration statement under the 1933 Act in
respect
of the Shares; and
|
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1
The
Company represents and warrants to the Finder that the Shares issued to the
Finder pursuant to this Agreement will be duly authorized, validly issued,
fully
paid and non-assessable.
4.
GENERAL
4.1
This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective heirs, administrators, successors and assigns.
4.2
This
Agreement, upon acceptance by the Company, will represent the entire agreement
of the parties hereto with respect to the subject matter hereof and there are
no
representations, warranties, covenants, other agreements or understandings,
oral
and written, relating to the subject matter hereof except as stated or referred
to in this subscription.
4.3
Neither
this subscription agreement nor any provision hereof shall be modified, changed,
discharged or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is
sought.
| Finder | Company | ||
| LP | MB | ||
| Initial | Initial |
3
