WHALE SECURITIES CO., L.P.
Investment Bankers
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
(000) 000-0000
February 7, 1995
Xx. Xxxx Xxxxxxxxxx
Chairman and Chief Executive Officer
Sports-Tech, Inc.
000 Xxxxx Xxxxx Xxxxx
Xxxxx 0-000
Xxxxxxx Xxxxx, XX 00000
Dear Xx. Xxxxxxxxxx:
This agreement will hereby confirm that Whale Securities Co., L.P.
("Whale") has introduced Sports-Tech, Inc. ("Sports-Tech") to Alliance Media
Corporation ("Alliance"). In consideration for the benefit received by
Sports-Tech by virtue of the foregoing introduction and for other good and
valuable consideration, if and only if Alliance is acquired by or merged into
Sports-Tech upon terms substantially equivalent to those set forth in the
Acquisition Agreement dated February 7, 1995 by and among Sports-Tech, a
subsidiary of Sports-Tech formed solely to participate in the merger and
Alliance (the "Agreement"), Sports-Tech agrees to pay Whale and Whale's
designee, Golenberg & Xxxxxx, Inc. ("Golenberg") or their respective designees
the following finder's fee:
1) $200,000 in cash;
2) 150,000 shares of common stock of the surviving entity following the
merger, acquisition, etc. All of the shares issued pursuant hereto
will be validly issued, fully paid and nonassessable and the holders
thereof will not be subject to personal liability solely by reason of
being a holder of such shares; and
3) a 3 year Warrant to purchase 150,000 [*] shares of common stock
exercisable at $2.00 subject to adjustment for stock splits, reverse
stock splits and recapitalizations.
Whale and Xxxxxxxxx will be granted unlimited piggyback registration
rights with respect to the shares issuable hereunder and underlying the Warrants
on terms satisfactory to them. The finder's fee shall be due and payable at
closing. Whale and Xxxxxxxxx have agreed to split this finder's fee equally and
will have the same rights of registration.
This agreement will be governed by the laws of the State
[* Subsequently reduced to 100,000]
of New York applicable to agreements made and to be performed entirely in New
York. The parities hereby waive trial by jury in any action or proceeding
involving, directly or indirectly, any matter in any way arising out of or in
connection with this agreement. This agreement shall be binding upon, and insure
to the benefit of, the parties hereto and their respective successors and
assigns.
Notwithstanding anything to the contrary herein, in the event a
closing fails to occur under the Agreement for any reason whatsoever, neither
Sports-Tech nor Alliance (nor any of their respective officers, directors,
stockholders or agents) shall have any liability to Whale or Xxxxxxxxx
hereunder.
Please execute one copy of this two page letter agreement and return
it to me.
THIS AGREEMENT IS SUBJECT TO RECEIPT OF A "FAIRNESS AGREEMENT" AS
OUTLINED IN THE FEB 7, DOCUMENT REFERRED TO IN PARAGRAPH 1 /s/ /s/ /s/
Very truly yours,
WHALE SECURITIES CO., L.P.,
By: Whale Securities Corp.,
General Partner
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx
President
GOLENBERG & XXXXXX, INC.
By: /s/ Xxxxx Xxxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxxx
President
Agreed this 7th day of February, 1995
SPORTS-TECH, INC.
By: /s/ Xxxx Xxxxxxxxxx
--------------------------------------
Xxxx Xxxxxxxxxx, Chairman and
Chief Executive Officer
Agreed this 7th day of February, 1995
ALLIANCE MEDIA CORPORATION
By: X. Xxxxxxx Xxxxxx
-----------------------------------
X. Xxxxxxx Xxxxxx, President
