FINDERS FEE AGREEMENT
THIS
AGREEMENT
dated
for reference as of the 1st
day of
February, 2008.
BETWEEN:
AMERICAN
XXXXX-XXXXXX INC.,
a
company duly incorporated pursuant to the laws of the State of Nevada having
an
office for business located at Xxxxx 000, 000 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx,
XXX, 00000.
(the
“Company")
AND:
COAST
ADVISORS LLC.,
a
company duly incorporated pursuant to the laws of the State of Nevada having
an
address of Suite 3000, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx, X0X 0X0.
(the
“Finder”)
WHEREAS:
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(1)
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The
Company is engaging in a private placement of its equity securities,
namely units (the “Units”) at a price of $0.05 per unit. Each unit is
comprised of one (1) common share in the capital stock of the Company
and
one three (3) year warrant to purchase an additional common share
in the
capital stock of the Company (hereafter collectively referred as
the
“warrants”) at an exercise price of $0.15 per warrant.
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(2)
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The
Company is seeking persons to purchase Units 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
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(3)
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The
Company wishes to compensate the Finder for its efforts in introducing
to
the Company Accredited Investors who purchase
Units.
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NOW
THEREFORE THIS AGREEMENT WITNESSES
that in
consideration of the premises and mutual covenants and agreements herein
contained the parties hereto agree as follows:
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1.
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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.
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2.
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In
consideration for introducing to the Company Accredited Investors
who
subscribe for Units in the Company’s capital stock, the Company will
compensate the Finder with a cash finder’s fee payment of 5% (the
“Finder’s Fee”) of the cash proceeds of the sale of Units to Accredited
Investors to whom the Finder has introduced the
Company.
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3.
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This
Agreement, and the payment by the Company of the Finder’s Fee, will be
subject to its approval by the appropriate regulatory Exchange (the
"Exchange”).
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4.
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The
Company shall pay, upon closing of its offering of Units to Accredited
Investors introduced to it by the Finder, the Finder’s Fee.
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5.
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The
Company represents and warrants to the Finder
that:
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(a)
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it
is a valid and subsisting corporation duly incorporated and in good
standing under the laws of its jurisdiction of
incorporation;
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(b)
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it
shares are listed on 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 with the Exchange;
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(c)
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the
issue and sale of the Units 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;
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(d)
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this
Agreement has been or will be by the closing of the issuance of the
Units,
duly authorized by all necessary corporate action on the part of
the
Company;
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(e)
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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;
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(f)
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the
Company is a “reporting issuer” under the US Securities Act of 1933 and is
not in default of any of the requirements of this act or any of the
administrative policies or notices of the US Securities and Exchange
Commission; and
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(g)
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the
Company has not advertised the Units for sale to persons in the United
States.
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6.
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The
Finder acknowledges that:
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(a)
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the
Units, and any securities underlying the Units, 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;
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(b)
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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 Units from
a person
introduced to it by the
Finder;
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(c)
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in
the event that the Company does not accept a subscription for
Units from a
person introduced to it by the Finder, no Finder’s Fee shall be payable
for those Units the subscription of which is
refused;
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(d)
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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 Units
would be constrained in any way;
and
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7.
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The
Finder represents and warrants to the Company that:
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(a)
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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;
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(b)
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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;
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(c)
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it
has all corporate powers necessary to enter into this Agreement;
and
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(d)
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it
will introduce to the Company only persons who are Accredited Investors
as
defined above;
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(e)
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it
will not advertise the Units 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;
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(f)
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this
Agreement has been or will be by the closing of the issuance of the
Units,
duly authorized by all necessary corporate action on the part of
the
Finder; and
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(g)
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it
is aware that 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.
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8.
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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.
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9.
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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.
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10.
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This
Agreement may not be amended or otherwise modified except by an instrument
in writing signed by both parties.
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11.
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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.
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12.
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This
Agreement may not be assigned by either party hereto except with
the prior
written consent of the other party
hereto.
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13.
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This
Agreement will be construed under and governed by the laws of the
Province
of British Columbia.
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14.
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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.
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15.
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This
Agreement shall be binding upon and shall enure to the benefit of
the
parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
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16.
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This
Agreement may be executed by facsimile and in
counterparts.
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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.
AMERICAN
XXXXX-XXXXXX INC.
COAST
ADVISORS LLC.
