EXHIBIT 10-2
FINDER'S FEE AGREEMENT
BETWEEN
MEDIAN INTERNATIOANL CORP.
AND
XXXXX XXXXX
DATED
MARCH 8, 2005
FINDER'S FEE AGREEMENT
THIS AGREEMENT made as of March 8, 2005.
BETWEEN:
XXXXXX INTERNATIONAL CORP. a Nevada corporation having an
office at 1305 - 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX, X0X
0X0
("Xxxxxx")
AND:
XXXXX XXXXX, a businessman having an office at 0000 Xxxxxx
Xxxx, Xxxxxxxxx, XX X0X 0X0
("Finder")
A. Finder is able to introduce certain potential financiers or acquirers
directly or indirectly to Xxxxxx;
B. The parties have agreed to the payment by Xxxxxx to Finder of certain
fees respecting the provision of the services if a Financing (as
defined below) can be arranged.
NOW THEREFORE this Agreement witnesses that in consideration of the premises and
mutual covenants and agreements contained herein, the parties agree as follows:
1. In this agreement the following terms shall have the following
meanings:
(a) "Finder's Fee" has the meaning assigned thereto in Section 4
hereof;
(b) "Financier" is a person who completes a Financing with Xxxxxx;
(c) "Financing" means any of the following transactions involving
Xxxxxx made or arranged by or through the efforts of any party
introduced directly or indirectly by Finder, including:
(i) any acquisition, disposition or equity investment of
a portion or an interest in Xxxxxx;
(ii) any loan or other credit transaction involving Xxxxxx
which could be reasonably interpreted under common
language usage as a financing; or
(iii) acquisition by or of a publicly listed company
(Pubco) on any stock exchange or public trading
market.
(d) "Term" has the meaning assigned thereto in Section 2 hereof.
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2. This Agreement will commence as of the date first above written and
will continue in full force and effect for a period of 6 months
thereafter (the "Term").
3. Finder agrees to introduce Xxxxxx and its business to potential
Financiers who, in Finder's opinion, may be interested in providing a
Financing to Xxxxxx.
4. Xxxxxx hereby agrees to pay to Finder a finder's fee (the "Finder's
Fee") equal to ten percent (10%) percent in cash of any amounts
received by Xxxxxx as proceeds in connection with any Financing
consummated by Xxxxxx at any time with any Financier introduced to
Xxxxxx by Finder, provided that such introduction was made during the
Term. The Finder's Fee is payable notwithstanding any other fees or
commissions payable by Xxxxxx or its shareholders to other parties who
may arrange such Financing. Xxxxxx has the sole discretion whether to
consummate any Financing on terms acceptable to it.
5. Xxxxxx will pay the Finder's Fee immediately upon receipt of proceeds
from the closing of a Financing for which a Finder's Fee is payable. In
the event that any such Financing is carried out in stages, or paid in
stages, Xxxxxx will advance the Finder's Fee in portions which
correspond to the stages of payments received by Xxxxxx or its
shareholders.
6. Notwithstanding anything else in this Agreement, Xxxxxx shall be liable
to pay the Finder's Fee only in the event that a Financing is completed
to one or more of the contacts listed by Finder and agreed in advance
of investment by the Finder and Xxxxxx jointly. The list will be
limited to those contacts as Xxxxxx has accepted in its sole
discretion. Any approved potential Financier may choose to conduct a
Financing through a related entity or person and in such case the
Finder's Fee will still be payable.
7. In carrying out its duties hereunder, Finder will provide to potential
Financiers only information which has been filed by Xxxxxx with the
Securities and Exchange Commission (the "Public Record") and such other
written information that Xxxxxx'x authorized officers have delivered to
Finder (the "Additional Information") for the purpose of attracting the
Financing. If the Additional Information is material and has not been
publicly disclosed, Finder will not disclose it to any party who has
not signed a Regulation FD Confidentiality Agreement, and Finder will
not trade in securities of Xxxxxx while in possession of such
undisclosed material information.
8. Xxxxxx will indemnify the Finder from costs, claims and lawsuits Finder
is required to pay or defend which arise from a material
misrepresentation in Xxxxxx'x Public Record or Additional Information
which Finder relied upon and without knowing of the misrepresentation
provided to Financiers.
9. This Agreement and the rights, duties, and obligations of any party
hereunder will not be assigned by any party hereto without the prior
written consent of the other, which consent will not be unreasonably
withheld.
10. There are no representations, warranties, collateral agreements, or
conditions except as herein specified.
11. This Agreement will enure to the benefit of and be binding upon the
parties and their respective heirs, executors, administrators,
successors, and assigns.
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12. The parties will execute and deliver all such further documents, do or
cause to be done all such further acts and things, and give all such
further assurances as may be necessary to give full effect to the
provisions and intent of this Agreement.
13. This Agreement will be governed by and construed in accordance with the
law of the Province of British Columbia.
14. Any notice required or permitted to be given to any of the parties to
this Agreement will be in writing and may be given by prepaid
registered post, electronic facsimile transmission or other means of
electronic communication capable of producing a printed copy to the
address of such party first above stated or such other address as any
party may specify by notice in writing to the other party and any such
notice will be deemed to have been given and received by the party to
whom it was addressed if mailed, on the third day following the mailing
thereof, if by facsimile or other electronic communication, on
successful transmission, or, if delivered, on delivery; but if at the
time of mailing or between the time of mailing and the third business
day thereafter there is a strike, lockout, or other labour disturbance
affecting postal service, then the notice will not be effectively given
until actually delivered.
15. This Agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which will together
constitute one and the same instrument.
16. Unless otherwise provided, all dollar amounts referred to in this
Agreement are in lawful money of the United States of America.
17. Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of
producing a printed copy will be deemed to be execution and delivery of
this Agreement as of the date first set forth above.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.
XXXXXX INTERNATIONAL CORP.
Per:
/s/ Xxxx XxXxxx
--------------------
Authorized Signatory
SIGNED, SEALED and DELIVERED by )
XXXXX XXXXX in the presence of: )
)
/s/ Manjy Sidoo )
------------------------------- )
Signature )
)
Mangy Sidoo ) /s/ Xxxxx Xxxxx
------------------------------- ) --------------------------
Print Name ) XXXXX XXXXX
)
0000 Xxxxxx Xxxx )
Vancouver, BC )
------------------------------- )
Address )
)
Housewife )
------------------------------- )
Occupation )
