FINDER'S FEE AGREEMENT
THIS AGREEMENT dated for reference the 31st day of May 2006
BETWEEN:
Xxxxxx X. Xxxxxxx ("Xxxxxxx") and Aerobic Creations, Inc., (hereinafter
referred to as the "AERC") a Nevada corporation.
OF THE FIRST PART
AND:
MBA Investors, Ltd. a Florida corporation with offices at
0000 X. Xxxxxxxxxx Xxxx. Xxxxx 000, Xx. Xxxxxxxxxx, Xx. 00000
(hereinafter referred to as the "Finder")
OF THE SECOND PART
WHEREAS:
X. Xxxxxxx is the President, Director and a major shareholder of Aerobic
Creations, Inc. (the "Company"), a Nevada corporation listed for trading on the
OTC-BB market under symbol "AERC";
X. Xxxxxxx and AERC wishes to locate Investment, possible acquisition or merger
opportunities for the Company;
C. AERC wishes to retain the Finder to assist it in evaluating possible suitors,
which may include but is not limited to: locating, introducing, securing,
advising on and negotiating a possible acquisition or merger opportunity for the
Company to participate in whether with current management or others (the
"Services"); and
D. In consideration for the Finder providing the Services, AERC wishes to pay a
finder's fee to the Finder pursuant to the terms and conditions hereof.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration the mutual
covenants and agreements hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. AERC agrees to engage the Finder to assist the Company as above described.
2. This agreement is non-exclusive, except with respect to Xxxxxx Xxxxx and/or
R&R Biotech Partners and AERC and the Company may otherwise engage others to
perform similar services.
3. The Finder shall use its best efforts to provide the Services to AERC (the
"Transaction or Transactions") for the Company for which AERC will pay the
Finder a fee in the amount of $50,000.00 in cash at any closing with R&R Biotech
Partners LLC or Xxxxxx Xxxxx together with $25,000.00 in stock of AERC to be
paid upon entering into any merger or acquisition within the next twelve (12)
months.
4. AERC and the Company agree not to circumvent the Finder in initiating any
contact with any party that the Finder may present to AERC or the Company for a
period of six (6) months following the first introduction of such party.
5. The Transaction shall refer to any introduction completed by the Company
and/or its principal shareholders with a party that was introduced to AERC or
the Company by the Finder.
6. AERC shall pay the Finder's Fee. The Finder's Fee is to be delivered to the
Finder at the address above, or such other address or place as may be directed
by the Finder from time to time, at the time the Company completes the
Transaction.
7. No Finder's Fee is payable if the proposed Transaction does not complete.
8. The Finder's Fee will be payable to the Finder in the respect of any
transaction between the Company and any party introduced to the Company directly
by the Finder under any of the following circumstances:
(a) during the term of this Agreement;
(b) at any time within one (1) year after the term of this Agreement, if the
Transaction resulted from negotiations that commenced during the said term where
the Finder was directly involved in such negotiations; or
(c) at any time within one (1) year after the term of this Agreement, If the
Transaction is with a merger or acquisition partner introduced to the Company
during the term directly by the Finder.
9. This Agreement shall be for a term of one year from the date hereof, unless
terminated by thirty (30) days notice in writing by either party prior to the
expiration of the existing term.
10. Upon the expiration of the term of this Agreement or earlier termination of
this Agreement in accordance with Section 9 hereof, the Finder will return to
AERC and the Company all materials in their possession that have been delivered
to them by AERC or the Company.
11. This Agreement is subject to and shall be construed in accordance with the
laws of the State of Florida.
12. This Agreement may be executed in counterpart, each of which such
counterpart, whether signed in original or electronic communication form,
notwithstanding the date or dates upon which this Agreement is executed and
delivered by any of the parties, shall be deemed to be an original, all of which
will constitute one and the same agreement, effective as of the reference date
given above.
13. The Parties agree that all questions or matters in dispute with respect to
this Agreement shall be submitted to binding arbitration pursuant to the terms
of Commercial Rules of the American Arbitration Association through a single
arbiter whose decision shall be final and binding upon each of them.
14. The Finder agrees to keep the affairs of AERC and the Company, financial and
otherwise, strictly confidential and shall not disclose the same to any person,
company or firm, directly or indirectly, during or after his services by the
Company except as authorized by the AERC. The Finder agrees not to use such
information, directly or indirectly, for his own interests during or after this
agreement with AERC. The Finder acknowledges and agrees that all information
relating to the Company, whether financial, technical or otherwise shall, upon
execution of this Agreement and thereafter, as the case may be, remain
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the sole property of the Company, whether arising before or after the execution
of this Agreement. The Finder agrees not to divulge any of the foregoing to any
person, partnership, corporation or other legal entity or to assist in the
disclosure or divulging of any such information, directly or indirectly, except
as required by law or as otherwise authorized in writing by the Board. The
Finder shall not copy, forward, communicate or in any way use any of the
proprietary property that belongs to AERC or the Company without their
permission.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement as
of the day and year first written above.
SIGNED, SEALED AND DELIVERED)
By: Aerobic Creations, Inc. )
)
By: /s/ XXXXXX X. XXXXXXX )
------------------------------ )
CEO ) /s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
MBA Investors, Ltd.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Xxxxxx X. Xxxxxxx, CEO
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