INVESTMENT BANKING RIDER
This Agreement (the "Agreement") is dated February 24, 2000 and is entered into
by and between REMEDENT USA, INC. (hereinafter referred to as "CLIENT") and THE
CHARTERBRIDGE FINANCIAL GROUP, INC. (hereinafter referred to as "CFG").
1. CONDITIONS. This Agreement will not take effect, and CFG will have no
obligation to provide any service whatsoever, unless and until CLIENT returns a
signed copy of this Agreement to CFG (either by mail or facsimile copy). CLIENT
shall be truthful with CFG in regard to any relevant material regarding CLIENT,
verbally or otherwise, or this entire Agreement will terminate and all monies
paid shall be forfeited without further notice.
Agreed, CLIENT'S INITIALS:
Upon execution of this Agreement, CLIENT agrees to cooperate with CFG in
carrying out the purposes of this Agreement, keep CFG informed of any
developments of importance pertaining to CLIENT's business and abide by this
Agreement in its entirety.
2. SCOPE AND DUTIES. During the term of this Agreement, CFG will perform the
following services for CLIENT:
2.1 Advice and Counsel. CFG will provide advice and counsel
regarding CLIENT's strategic business and financial plans,
strategy and negotiations with potential lenders/investors,
joint venture, corporate partners and others involving
financial and financially-related transactions.
2.2 Mergers and Acquisitions. CFG will provide assistance to
CLIENT, as mutually agreed, in identifying M&A candidates,
assisting in any due diligence process, recommending
transaction terms and giving advice and assistance during
negotiations.
2.3 Introductions to the Investment Community. CFG has a
familiarity or association with numerous broker/dealers and
investment professionals across the country and will enable
contact between CLIENT and/or CLIENT's affiliate to facilitate
business transactions among them. CFG shall use its contacts
in the brokerage community to assist CLIENT in establishing
relationships with private equity capital sources (venture
capital, etc.) and securities dealers while providing the most
recent information about CLIENT to interested securities
dealers on a regular and continuous basis. CFG understands
that this is in keeping with CLIENT's business objectives and
plan to market CLIENT's business or project to the investment
community.
2.4 CLIENT and/or CLIENT's Affiliate Transaction Due Diligence.
CFG will participate and assist CLIENT in the due diligence
process on all proposed financial transactions affecting
CLIENT of which CFG is notified in writing in advance,
including conducting investigation of and providing advice on
the financial, valuation and stock price implications of the
proposed transaction(s).
2.5 Ancillary Document Services. If necessary, CFG will assist and
cooperate with CLIENT in the development, editing and
production of such documents as are reasonably necessary to
procure the agreed upon capital, including a private placement
memorandum or investment marketing memorandum, as necessary.
2.6 Additional Duties. CLIENT and CFG shall mutually agree upon
any additional duties that CFG may provide for compensation
paid or payable by CLIENT under this Agreement. Although there
is no requirement to do so, such additional agreement(s) may
be attached hereto and made a part hereof by written
amendments to be listed as "Exhibits" beginning with "Exhibit
A" and initialed by both parties.
2.7 Standard of Performance. CFG shall devote such time and
efforts to the affairs of the CLIENT as is reasonably
necessary to render the services contemplated by this
Agreement. CFG is not responsible for the performance of any
services which may be rendered hereunder if the CLIENT fails
to provide the requested information in writing prior thereto.
The services of CFG shall not include the rendering of any
legal opinions or the performance of any work that is in the
ordinary purview of a certified public accountant. CFG cannot
guarantee results on behalf of CLIENT, but shall use
commercially reasonable efforts in providing the services
listed above. If an interest is expressed in satisfying all or
part of CLIENT's financial needs, CFG shall notify CLIENT and
advise it as to the source of such interest and any terms and
conditions of such interest. CFG's duty is to introduce and
market CLIENT's funding request to appropriate funding
sources. CFG will in no way act as a "broker-dealer" under
state securities laws. Because of all final decisions
pertaining to any particular investment are to be made by
CLIENT, CLIENT may be required to communicate directly with
potential funding sources.
2.8 Non-Guarantee. CFG MAKES NO GUARANTEE THAT CFG WILL BE ABLE TO
SUCCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT
FINANCING FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR
INVESTMENT WITHIN CLIENT'S DESIRED TIMEFRAME OR TO GUARANTEE
THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A
SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMS.
NEITHER ANYTHING IN THIS TO THE CONTRARY NOR THE PAYMENT OF
DEPOSITS TO CFG BY CLIENT PURSUANT TO FEE AGREEMENTS FOR
SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY
SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME
FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOME OF CLIENT'S
FUNDING REQUESTS ARE EXPRESSIONS OF OPINION ONLY. CLIENT
ACKNOWLEDGES AND AGREES IT IS NOT REQUIRED TO MAKE EXCLUSIVE
USE OF CFG FOR ANY SERVICES OR DOCUMENTATION DEEMED NECESSARY
FOR THE PURPOSE OF SECURING INVESTMENTS. CFG HAS MADE NO SUCH
DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE
TERMS OF THIS AGREEMENT. CFG HOLDS NO EXCLUSIVE RIGHTS TO THE
MARKETING OF CLIENT'S PROJECT.
Agreed, CLIENT INITIALS: ______________
3. COMPENSATION TO CFG.
****PLEASE REFER TO ATTACHED APPENDIX `A' FOR****
****CFG'S COMPENSATION****
3.2 Fees for Direct Investment, Merger/Acquisition. In the event
that CFG, on a non-exclusive basis, introduces CLIENT or a
CLIENT affiliate to any third party funding source(s),
underwriter(s), merger partner(s) or joint venture(s) who then
enters into a funding, underwriting, merger, joint venture or
similar agreement with CLIENT or CLIENT's affiliate, CLIENT
hereby agrees to pay CFG advisory fees pursuant to the
following schedule and based on the aggregate amount of such
funding, underwriting, merger, joint venture or similar
agreement with CLIENT or CLIENT's affiliate. Advisory fees are
deemed earned and shall be due and payable at the first close
of the transaction, however, in certain circumstances when
payment of advisory fees at closing is not possible, within 24
hours after CLIENT has received the proceeds of such
investment. This provision shall survive this Agreement for a
period of one year after termination or expiration of this
Agreement. In other words, the advisory fee shall be deemed
earned and due and payable for any funding, underwriting,
merger, joint venture or similar transaction which first
closes within a year of the termination or expiration of this
Agreement as a result of an introduction as set forth above.
CFG shall also be entitled to 50.0% of the investment
marketing fee outlined in paragraph 3.2 A or B or 3.3 below in
connection with any and all investment offers from CLIENT or
any other source (not including those introduced by CFG) when
CFG is invited to participate or assist in negotiations.
Agreed, CLIENT INITIALS: _______________
A. Direct Investment. For a direct investment made in
CLIENT by a third party investor either introduced to
CLIENT by CFG or which contacted CLIENT directly as a
result of CFG's efforts, CLIENT shall pay CFG a
finder's fee of 5.0% of total investment amount
received by CLIENT from the third party investor.
B. Merger/Acquisition. For a merger/acquisition entered
into by CLIENT as a result of the efforts of, or an
introduction by CFG during the term of this Agreement,
CLIENT shall pay CFG 5.0% of the total value of the
transaction. The 5.0% shall be paid in cash upon the
date of the closing of the merger/acquisition.
Additionally, (i) if stock is used as part or all of
the consideration in the transaction, CFG shall receive
freely trading stock equivalent to 10% of the stock
(used for the transaction) upon close of transaction,
and (ii) upon close of a successful merger or
acquisition, CFG shall receive 3% of the value of the
combined, merged or surviving entity (whichever is
larger) in the form of the surviving entity's free
trading stock.
THE FEES PROVIDED FOR IN SECTIONS 3.2 AND 3.3 ARE NOT
INTENDED TO AND WILL NOT APPLY CUMULATIVELY TO THE SAME
FUNDING; HOWEVER, EACH MAY APPLY TO DIFFERENT PORTIONS OF A
TRANSACTION COMPRISING DIFFERENT FUNDING SOURCES.
3.3 Expenses. If CLIENT accepts any investment provided under this
Agreement, CLIENT shall reimburse CFG for reasonable expenses
incurred in performing its duties pursuant to this Agreement
(including printing, postage, express mail, photo
reproduction, travel, lodging, and long distance telephone and
facsimile charges). Such reimbursement shall be payable within
24 hours after CLIENT's receipt of CFG invoice for same.
3.4 Additional Fees. CLIENT and CFG shall mutually agree upon any
additional fees that CLIENT may pay in the future for services
rendered by CFG under this Agreement. Such additional
agreement(s) may, although there is no requirement to do so,
be attached hereto and made a part hereof as Exhibits
beginning with Exhibit A.
3.5 Interest on Funds Due. CLIENT shall pay interest on all
payments in arrears due CFG at the rate of one percent (1.0%)
per month.
3.6 Investment Source(s) Disclosure. It is fully understood that
in some cases CFG's investment/lending sources are sources
that may be public sources which may independently approach
CLIENT without the assistance of CFG. CFG makes no claims to
have special relationships with sources and is not to be
considered as having any capabilities of expediting or
`pushing' CLIENT's case through any approval channels outside
the norm of any request of this type. The sources in the CFG
database are sources compiled by CFG from created
relationships as well as lists purchased or requested for the
purpose of building a comprehensive lender/investor marketing
service.
Agreed, CLIENT INITIALS: ______________
4. INDEMNIFICATION. The CLIENT agrees to indemnify and hold harmless CFG, each
of its officers, directors, employees and shareholders against any and all
liability, loss and costs, expenses or damages, including but not limited to,
any and all expenses whatsoever reasonably incurred in investigating, preparing
or defending against any litigation, commenced or threatened, or any claim
whatsoever or howsoever caused by reason of any injury (whether to body,
property, personal or business character or reputation) sustained by any person
or to any person or property, arising out of any act, failure to act, neglect,
any untrue or alleged untrue statement of a material fact or failure to state a
material fact which thereby makes a statement false or misleading, or any breach
of any material representation, warranty or covenant by CLIENT or any of its
agents, employees, or other representatives. Nothing herein is intended to nor
shall it relieve either party from liability for its own act, omission or
negligence. All remedies provided by law, or in equity shall be cumulative and
not in the alternative.
CFG agrees to indemnify and hold harmless CLIENT, each of its officers,
directors, employees and shareholders against any and all liability, loss and
costs, expenses or damages, including but not limited to, any and all expenses
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever or howsoever
caused by reason of any injury (whether to body, property, personal or business
character or reputation) sustained by any person or to any person or property,
arising out of any grossly negligent act, any untrue or alleged untrue statement
of a material fact or failure to state a material fact which thereby makes a
statement false or misleading, or any breach of any material representation,
warranty or covenant by CFG or any of its agents, employees, or other
representatives. Nothing herein is intended to nor shall it relieve either party
from liability for its own act, omission or negligence. All remedies provided by
law, or in equity shall be cumulative and not in the alternative.
5. CLIENT REPRESENTATIONS. CLIENT hereby represents, covenants and warrants to
CFG as follows:
5.1 Authorization. CLIENT and its signatories herein have full
power and authority to enter into this Agreement and to carry
out the transactions contemplated hereby.
5.2 No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions
contemplated hereby will violate any provision of the charter
or by-laws of CLIENT, or violate any terms of provision of any
other material agreement to which CLIENT is a party or any
applicable statute or law.
5.3 Contracts in Full Force and Effect. All contracts, agreements,
plans, leases, policies and licenses to which CLIENT is a
party are valid and in full force and effect.
5.4 Litigation. Except as set forth below, there is no action,
suit, inquiry, proceeding or investigation by or before any
court or governmental or other regulatory or administrative
agency or commission pending or, to the best known of CLIENT,
threatened against or invoking CLIENT, or which questions or
challenges the validity of this Agreement or its subject
matter and CLIENT does not know or have any reason to know of
any valid basis for any such action, proceeding or
investigation.
5.5 Consents. No consent of any person, other than the signatories
hereto, is necessary to the consummation of the transactions
contemplated hereby, including, without limitation, consents
from parties to loans, contracts, lease or other agreements
and consents from governmental agencies, whether federal,
state or local.
5.6 CFG Reliance. CFG has and will rely upon the documents,
instruments and written information furnished to CFG by the
CLIENT's officers or designated employees.
5.7 CLIENT's Material. All representations and statements provided
herein about the CLIENT are true and complete and accurate.
CLIENT agrees to indemnify, hold harmless, and defend CFG, its
officers, directors, agents and employees, at CLIENT's expense
for any proceeding or suit which may rise out of any
inaccuracy or incompleteness of any such material or written
information supplied to CFG.
5.8 CLIENT's Affiliates and Other Material. To the best knowledge
of CLIENT, CLIENT represents and warrants that all
representation and warranties provided herein regarding CLIENT
are true, complete and accurate with respect to and if applied
to CLIENT's affiliates as well.
5.9 Services Not Expressed or Implied.
A. CFG is not and will not be a market-maker (but may be
a placement agent by other "Selling Agreement" from
time to time) in CLIENT's securities or in any
securities or securities in which CLIENT or CLIENT's
affiliates has an interest; and
B. Any payments made herein to CFG are not, and shall
not, be construed as compensation to CFG for the
purpose of making a market, to cover CFG's
out-of-pocket expenses for making a market, or for
the submission by CFG of an application to make a
market in any securities; and
C. No payments made herein to CFG are for the purpose of
effecting the price of any security or influencing
any market-making functions, including but not
limited to, bid/ask quotations, initiation and
termination of quotations, retail securities
activities, or for the submission of any application
to make a market.
6. CONFIDENTIALITY.
6.1 CFG and CLIENT each agree to keep confidential and provide
reasonable security measures to keep confidential information
where release may be detrimental to their respective business
interests. CFG and CLIENT shall each require their employees,
agents, affiliates, other licensees, and others who will have
access to the information through CFG and CLIENT respectively,
to first enter appropriate non-disclosure Agreements requiring
the confidentiality contemplated by this Agreement in
perpetuity.
6.2 CFG will not, either during its engagement by the CLIENT
pursuant to this Agreement or at any time thereafter,
disclose, use or make known for its or another's benefit any
confidential information, knowledge, or data of the CLIENT or
any of its affiliates in any way acquired or used by CFG
during its engagement by the CLIENT. Confidential information,
knowledge or data of the CLIENT and its affiliates shall not
include any information that is, or becomes, generally
available to the public other than as a result of a disclosure
by CFG or its representatives.
7. MISCELLANEOUS PROVISIONS.
7.1 Amendment and Modification. This Agreement may be amended,
modified and supplemented only by written agreement of CFG and
CLIENT.
7.2 Waiver of Compliance. Any failure of CFG, on the one hand, or
CLIENT, on the other, to comply with any obligation,
agreement, or condition herein may be expressly waived in
writing, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.
7.3 Expenses: Transfer Taxes, Etc. Other than as expressly set
forth in this Agreement, the parties shall bear their own
costs and expenses in carrying out the provisions of this
Agreement.
7.4 Compliance with Regulatory Agencies. Each party agrees that
all actions, direct or indirect, taken by it and its
respective agents, employees and affiliates in connection with
this Agreement and any financing or underwriting hereunder
shall conform to all applicable Federal and State securities
laws.
7.5 Notices. Any notices to be given hereunder by any party to the
other may be effected either by personal delivery in writing,
by a reputable, national overnight delivery service, by
facsimile transmission or by mail, registered or certified,
postage prepaid with return receipt requested. Notices shall
be addressed to the "Contact Person" at the addresses
appearing on the signature page of this Agreement, but any
party may change his address or "contact person" by written
notice in accordance with this subsection. Notices delivered
personally shall be deemed delivered as of actual receipt,
notices sent by facsimile shall be deemed delivered one (1)
day after electronic confirmation of receipt, notices sent by
overnight delivery service shall be deemed delivered one (1)
day after delivery to the service, mailed notices shall be
deemed delivered as of five (5) days after mailing.
7.6 Assignment. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
7.7 Delegation. Neither party shall delegate the performance of
its duties under this Agreement without the prior written
consent of the other party.
7.8 Publicity. Neither CFG nor CLIENT shall make or issue, or
cause to be made or issued, any announcement or written
statement concerning this Agreement or the transactions
contemplated hereby for dissemination to the general public
without the prior consent of the other party. This provision
shall not apply, however, to any announcement or written
statement required to be made by law or the regulations of any
Federal or State governmental agency, except that the party
required to disclose shall consult with and make reasonable
efforts to accommodate changes to the required disclosure and
the timing of such announcement suggested by the other party.
7.9 Governing Law. This Agreement and the legal relations among
the parties hereto shall be governed by and construed in
accordance with the laws of the State of California, without
regard to its conflict of law doctrine. CLIENT and CFG agree
that if any action is instituted to enforce or interpret any
provision of this Agreement, the jurisdiction and venue shall
be San Diego County, California.
7.10 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
7.11 Headings. The heading of the sections of this Agreement are
inserted for convenience only and shall not constitute a part
hereto or affect in any way the meaning or interpretation of
this Agreement.
7.12 Entire Agreement. This Agreement, including any Exhibits
hereto, and the other documents and certificates delivered
pursuant to the terms hereto, set forth the entire agreement
and understanding of the parties hereto in respect of the
subject matter contained herein, and supersedes all prior
agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any
officers, employees or representatives of any party hereto.
7.13 Third Parties. Except as specifically set forth or referred to
herein, nothing herein, express or implied, is intended or
shall be construed to confer upon or give to any person or
entity, other than the parties hereto and their successors or
assigns, any rights or remedies under or by reason of this
Agreement.
7.14 Attorneys' Fees and Costs. If any action is necessary to
enforce and collect upon the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys'
fees and costs, in addition to any other relief to which that
party may be entitled. This provision shall be construed as
applicable to the entire Agreement.
7.15 Survivability. If any part of this Agreement is found, or
deemed by a court of competent jurisdiction to be invalid or
unenforceable, that part shall be severable from the remainder
of the Agreement.
7.16 Further Assurances. Each of the parties agrees that it shall
from time-to-time take such actions and execute such
additional instruments as may be reasonably necessary or
convenient to implement and carry out the intent and purposes
of this Agreement.
7.17 Relationship of the Parties. Nothing contained in this
Agreement shall be deemed to constitute either party becoming
the partner of the other, the agent or legal representative of
the other, nor create any fiduciary relationship between them,
except as otherwise expressly provided herein. It is not the
intention of the parties to create nor shall this Agreement be
construed to create any commercial relationship or other
partnership. Neither party shall have any authority to act for
or to assume any obligation or responsibility on behalf of the
other party, except as otherwise expressly provided herein.
The rights, duties, obligations and liabilities of the parties
shall be separate, not joint or collective. Each party shall
be responsible only for its obligations as herein set out and
shall be liable only for its share of the costs and expenses
as provided herein.
7.18 No Authority to Obligate the CLIENT. Without the consent of
the Board of Directors of CLIENT, CFG shall have no authority
to take, nor shall it take, any action committing or
obligating CLIENT in any manner, and it shall not represent
itself to others as having such authority.
8. ARBITRATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED
HEREBY ACKNOWLEDGE AND AGREE THAT:
A. ARBITRATION IS FINAL AND BINDING ON THE PARTIES;
B. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN
COURT, INCLUDING THEIR RIGHT TO JURY TRIAL'
C. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED
AND DIFFERENT FROM COURT PROCEEDING;
D. THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S
RIGHT OF APPEAL OR TO SEEK MODIFICATION OF RULING BY
THE ARBITRATORS IS STRICTLY LIMITED'
E. THIS ARBITRATION PROVISION IS SPECIFICALLY INTENDED
TO INCLUDE ANY AND ALL STATUTORY CLAIMS WHICH MIGHT
BE ASSERTED BY ANY PARTY;
F. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN
CLIENT, CFG OR ANY OF THEIR OFFICERS, DIRECTORS,
LEGAL REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS, AGENTS
OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR
ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A
RESULT OF THIS AGREEMENT, SHALL BE RESOLVED THROUGH
ARBITRATION RATHER THAN THROUGH LITIGATION.
G. THE UNDERSIGNED CLIENT HEREBY AGREES TO SUBMIT THE
DISPUTE FOR RESOLUTION TO THE AMERICAN ARBITRATION
ASSOCIATION, IN SAN DIEGO, CALIFORNIA WITHIN FIVE (5)
DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM
ANY OF THE AFORESAID PARTIES;
H. IF ANY PARTY FAILS TO SUBMIT THE DISPUTE TO
ARBITRATION ON REQUEST, THEN THE REQUESTING PARTY MAY
COMMENCE AN ARBITRATION PROCEEDING, BUT IS UNDER NO
OBLIGATION TO DO SO;
I. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS
INITIATED SHALL TAKE PLACE IN SAN DIEGO COUNTY,
CALIFORNIA, AND THE FEDERAL ARBITRATION ACT SHALL
GOVERN THE PROCEEDING AND ALL ISSUES RAISED BY THIS
AGREEMENT TO ARBITRATE;
J. IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN
AN EFFORT TO RESIST ARBITRATION AND BE UNSUCCESSFUL
IN RESISTING ARBITRATION OR SHALL UNSUCCESSFULLY
CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM
LOCATED IN SAN DIEGO COUNTY, CALIFORNIA, OVER ANY
MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT, THE
PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM
THE LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET
EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF
SUCH LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS
RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN;
K. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS
BEING FINAL AND CONCLUSIVE AND AGREE TO ABIDE
THEREBY;
L. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS
FOR JUDGMENT AND EXECUTION FOR COLLECTION;
9. TERM/TERMINATION. This Agreement is a quarterly agreement for the term of one
(1) year and shall terminate automatically on February 23, 2001. However, CLIENT
or CFG shall have the right to terminate automatically on February 23, 2001.
However, CLIENT or CFG shall have the right to terminate the balance of this
Agreement at any time seventy (70) days after the date hereof, provided written
notice is given to the other party at least fifteen (15) days prior to the
expiration of the current quarter of the Agreement.
10. REGISTRATION OF SHARES. CFG shall have the piggyback registration rights of
all shares issued in accordance with this Agreement.
11. NON CIRCUMVENTION. In and for valuable consideration, CLIENT hereby agrees
that CFG may introduce (whether by written, oral, data or other form of
communication) CLIENT to one or more opportunities, including, without
limitation, existing or potential investors, lenders, borrowers, trusts, natural
persons, corporations, limited liability companies, partnerships, unincorporated
businesses, sole proprietorships and similar entities (an "Opportunity" or
"Opportunities"). CLIENT further acknowledges and agrees that the identity of
the subject Opportunities, and all other information concerning an Opportunity
(including without limitation, all mailing information, phone and fax numbers,
email addresses and other contact information) introduced hereunder are the
property of CFG, and shall be treated as confidential information by CLIENT, its
affiliates, officers, directors, shareholders, employees, agents,
representatives, successors and assigns. CLIENT shall not use such information,
except in the context of any arrangement with CFG in which CFG is directly and
actively involved, and never without CFG's prior written approval. CLIENT
further agrees that neither it nor its employees, affiliates or assigns, shall
enter into, or otherwise arrange (either for it/him/herself, or any other person
or entity) any business relationship, contact any person regarding such
Opportunity, either directly or indirectly, or any of its affiliates, or accept
any compensation or advantage in relation to such Opportunity except as directly
through CFG, without the prior written approval of CFG. CFG is relying on
CLIENT's assent to these terms and their intent to be bound by the terms by
evidence of their signature. Without CLIENT's signed assent to these terms, CFG
would not introduce any Opportunity or disclose any confidential information to
CLIENT as herein described.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
CLIENT:
REMEDENT USA, INC.
By:
Its:
Address:
Contact Person:
CFG:
THE CHARTERBRIDGE FINANCIAL GROUP, INC.
By:
Its:
Address:
Contact Person:
