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EXHIBIT 10.14
XXXXXXX XXXXX SECURITIES INCORPORATED
ZYMETX, INC.
000 X.X. 00xx
Xxxxxxxx Xxxx, XX 00000
July 29, 1996
Merger & Acquisition Agreement
Gentlemen:
You hereby agree that Xxxxxxx Xxxxx Securities Incorporated
("STSI") may act as a finder or financial consultant for you in various
transactions in which ZYMETX, INC. (the "Company") may be involved with an
Introduced Party, as hereinafter defined, which transactions may include, but
shall not be limited to, the following: the purchase or sale of assets, stock,
divisions or subsidiaries, mergers, acquisitions, joint ventures and any other
business combinations for the Company, debt or lease placement and similar on
or off-balance sheet transactions. For purposes hereof, "Introduced Party"
shall mean any person or entity for which STSI has received verbal consent from
the Company (which consent shall not be unreasonably withheld) to discuss
potential transactions involving the Company and which is subsequently
introduced to the Company by STSI. The Company hereby agrees that in the event
that during the five-year period (the "Five-Year Period") commencing on the
date hereof, a transaction of the nature described above between an Introduced
Party and the Company is consummated (a "Consummated Transaction"), then the
Company shall pay to STSI a finder's fee (the "Finder's Fee") as follows:
(a) 7% of the first $1,000,000 of the consideration paid
or other amount involved in such transaction;
(b) 6% of the next $1,000,000 of the consideration paid
or other amount involved in such transaction;
(c) 5% of the next $5,000,000 of the consideration paid
or other amount involved in such transaction;
(d) 4% of the next $1,000,000 of the consideration paid
or other amount involved in such transaction;
(e) 3% of the next $1,000,000 of the consideration paid
or other amount involved in such transaction; and
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(f) 2 1/2% of any consideration paid in such transaction
in excess of $9,000,000.
The Finder's Fee due STSI shall be paid by the Company without
regard to whether the Consummated Transaction involves payment on an
installment basis, provided that such fee with respect to any sale by the
Company shall only be paid as and when such consideration shall be received by
the Company. Any consideration other than cash which is paid in the
Consummated Transaction shall be valued at its fair market value (determined,
if the parties hereto cannot agree, by an independent appraiser mutually
satisfactory to the parties hereto who shall be selected by the parties within
15 business days after the closing of the Consummated Transaction and costs of
which shall be shared equally by the parties); provided that if such
consideration is capital stock, STSI may elect, in its sole discretion, to be
paid its fee in capital stock. The cash consideration to be paid in the
Consummated Transaction shall include, for purposes of calculating STSI's
Finder's Fee hereunder, any payments or distributions of cash or any other
assets made to the Company or to the principals of the Company prior to,
simultaneously with, or subsequent to, the Consummated Transaction if such
payments or distributions are made in contemplation of or in connection with
the Consummated Transaction.
Notwithstanding anything to the contrary contained herein, if
at any time following the termination of the Five-Year Period a Consummated
Transaction occurs with an Introduced Party introduced prior to the termination
of the Five-Year Period, the Company shall also pay STSI the Finder's Fee as
determined above.
In the event that, for any reason, the Company shall fail to
pay to STSI all or any portion of the Finder's Fee payable hereunder when due,
interest shall accrue and be payable on the unpaid cash balance due hereunder
from the date when first due through and including the date when actually
collected by STSI, at a rate equal to four percent (4%) above the prime rate of
Citibank, N.A., in New York, New York, computed on a daily basis and adjusted
as announced from time to time.
The Company represents and warrants to STSI that this letter
agreement has been duly authorized and approved by the Board of Directors of
the Company and this letter agreement has been duly executed and delivered by
the Company and constitutes a legal, valid and binding obligation of the
Company enforceable in accordance with its terms.
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This letter agreement (i) shall be governed by the laws of the
State of New York applicable to contracts entered into and to be performed
wholly within said State, (ii) may not be assigned by the Company without prior
written consent of STSI, (iii) may not by modified or amended except in
writing, (iv) constitutes the entire agreement of the parties with respect to
the subject matter hereof superseding all prior agreements and understandings,
written or oral and (v) may be executed in counterparts each of which shall be
deemed to be an original and all of which shall constitute one agreement.
Sincerely,
XXXXXXX XXXXX SECURITIES
INCORPORATED
By: /s/ XXXXXXX X. XXXXXXXXX
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Agreed and Accepted:
This 29th day of July, 1996,
ZYMETX, INC.
By: /s/ XXXXX X. XXXXXXXXXX
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Xxxxx X. Xxxxxxxxxx
President
