Exhibit 10.31
COMMISSION AGREEMENT
THIS COMMISSION AGREEMENT ("Agreement") is entered as of this 17th day
of December, 2001, by and between x-XxxXxxx.xxx dba Med Diversified ("MED"), on
the one part, and Societe Financiere du Seujet Limited and/or its designee
("SFSL") on the other part. MED and SFSL may hereinafter be collectively
referred to as the "Parties".
The Parties hereto hereby irrevocably and unconditionally agree to the
following:
1. As and for consideration to SFSL and its commission partners
in connection with the US$45M funding (the "US$45M Funding"),
with a minimum US$30M funding by 5:00 p.m. EST, December 28,
2001 (the "US$30M Funding"), pursuant to the Short Form
Debenture dated December 28, 2001 (a copy of which is attached
hereto as Exhibit "A" and incorporated herein by reference),
concurrent with the closing of such US$30M Funding MED shall:
(i) pay a cash commission to SFSL and/or its designee in the
amount of Four Million Dollars ($4,000,000), payable Two
Million Seven Hundred Thousand Dollars ($2,700,000) concurrent
with the US$30M Funding (the "$2,700,000 Cash Commission"),
and the balance of One Million Three Hundred Thousand Dollars
($1,300,000) payable concurrent with the funding of the US$15M
Funding defined hereinbelow, or payable on a pro rata basis
(the $1,300,000 Cash Commission"); (ii) issue ten million
(10,000,000) shares of MED to SFSL and/or its designee (the
"Collateral Shares") that are the same class and par value of
shares as those currently traded on the American Stock
Exchange - SFSL has the unilateral right to purchase
bondholder position for the conversion rights of the
10,000,000 Collateral Shares at $3.00 per share; (iii) issue
three million (3,000,000) shares of MED to SFSL and/or its
designee subject to 50,000 shares per day selling restrictions
(the "Bonus Shares"); (iv) issue two million (2,000,000)
warrants of MED at $4.20 per share to SFSL and/or its designee
(the "Bonus Warrants").
2. The Parties hereto irrevocably and unconditionally agree that
the $2,700,000 Cash Commission, the Collateral Shares, the
Bonus Shares and the Bonus Warrants are to be received by
escrow holder and approved by SFSL prior to the closing, and
distributed as directed by SFSL concurrent with the US$30M
Funding. The balance of five million (5,000,000) Collateral
Shares and the balance of the $1,300,000 Cash Commission shall
be paid and issued to SFSL and/or its designee concurrent with
the additional US$15M funding or any portion thereof (the
"US$15M Additional Funding"), subject to the terms and
conditions of the US$30M Debenture attached hereto.
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In any event, MED hereby irrevocably and unconditionally
agrees to accept the US$15M Additional Funding out of the
first monies raised on the bond financing program between SFSL
and MED, or MED shall credit SFSL said balance of the funding
through the Bridgewater Capital Corporation sources, i.e.,
Xxxxxxxx Capital, Xxxxxx Xxxxxxxx, or their respective
affiliates, associates and assigns. The Parties may agree to
execute two (2) separate debentures: one for US$30M and one
for US$15M, in exchange for a single US$45M Debenture.
3. MED hereby irrevocably and unconditionally agrees that it
shall receive no cash proceeds unless and until SFSL has
received all of the above mentioned consideration.
4. This Agreement shall be binding upon the Parties hereto and
their heirs, executors, successors and assigns.
5. This Agreement may not be modified, amended, altered or
supplemented except upon the execution of a written agreement,
executed by each of the Parties hereto.
6. If any provision of this Agreement is held to be invalid, void
or unenforceable as a matter of law, the remaining provisions
hereof shall nevertheless continue in full force and effect.
7. This Agreement shall be governed by and construed in
accordance with Swiss laws.
8. This Agreement may be executed in separate counterparts, by
original and/or facsimile copy, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.
ACKNOWLEDGED, AGREED TO AND ACCEPTED THIS 17th DAY OF DEC., 2001.
SOCIETE FINANCIERE X-XXXXXXX.XXX DBA MED
DU SEUJET LIMITED DIVERSIFIED
By: __________________________________ By: _________________________________
Xxxxxxxx Xxxxxxx Xxxxx X. Xxxxxxxxxxxx, Xx.
Authorized Signatory Its President, Chief Executive
Officer And Vice Chairman
Authorized Signatory
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