ASSIGNMENT OF REVENUE INTEREST
Exhibit
10.02
THIS
AGREEMENT
made as
of this 6th
day of
December, 2005 between FRMO CORP, a Delaware corporation (“FRMO”) and FROMEX
EQUITY CORP, a Delaware corporation (“Fromex”).
WHEREAS:
A. The
parties hereto have executed a Consulting Agreement dated December 1, 2005
(the
“Consulting Agreement”) providing for Fromex to perform consulting and
management services to FRMO for which FRMO has agreed to pay to Fromex 10%
of
FRMO’s cash receipts commencing December 1, 2005;
B. FRMO,
has
organized Horizon Global Advisers LLC a Delaware limited liability company
(“Horizon Advisers”) to act as the investment adviser for Horizon Global
Advisers Fund, plc and its sub-funds (together “Horizon Fund”) from which FRMO
expects to receive fees by reason of FRMO’s 60% interest in Horizon Advisers
(herein “Horizon Global Cash Fees”);
C. FRMO
hereby assigns and transfers to Fromex a 66 2/3% revenue interest (the “Revenue
Interest”) in the Horizon Cash Fees which FRMO shall receive, in consideration
of the sum of $250,000, the receipt of which amount FRMO does hereby acknowledge
and contribute to the capital of Fromex.
NOW
THEREFORE,
in
consideration of the sum of $250,000, FRMO does hereby sell, assign and transfer
to Fromex, its successors and assigns, a Two Thirds (66 2/3%) Revenue Interest
in the Horizon Cash Fees and it is hereby agreed between the parties as
follows:
1. Term.
The
Revenue Interest shall be in effect on the date hereof and continue in effect
in
perpetuity so long as FRMO, or its successors and assigns, receive fees, in
cash, from Horizon Advisers.
2. Exclusion.
Fromex
agrees that it shall not also be entitled to receive 10% of the Horizon Cash
Fees under the Consulting Agreement in addition to the Revenue Interest hereby
sold, assigned and transferred by FRMO to Fromex. FRMO agrees to use its best
efforts to increase the Horizon Cash Fees, and to keep the Horizon Fund in
full
force and effect.
3. Revenue
Interest.
As and
for its Revenue Interest FRMO shall pay to Fromex in perpetuity sixty six and
two thirds (66 2/3%) percent of the total cash receipts that FRMO, or its
successors and assigns, receives as fees from Horizon Advisers so long as such
fees are paid to FRMO. Said two-thirds share shall be based only on the money
actually received as fees by FRMO from Horizon Advisers in each three (3) month
period beginning after the date hereof. The payment of such share shall be
made
at the close of the month following the end of each three month period ending
on
the last days of February, May, August and November of each year, less any
advances, which FRMO shall have made to FROMEX on account thereof.
4. Arbitration
and Choice of Laws.
The
laws of the State of New York shall govern this Agreement, without regard to
the
conflict of laws principles thereof. The parties irrevocably agree that all
disagreements or controversies in any way, manner or respect, arising out of
or
related to this Agreement shall be resolved by binding arbitration in New York
City in accordance with the Rules of the American Arbitration Association.
Each
party hereby consents and submits to the jurisdiction of the American
Arbitration Association and hereby waives any rights the party may have to
transfer or change the venue of any such dispute. The prevailing party in any
arbitration in connection with this Agreement shall be entitled to recover
from
the other party all costs and expenses, including without limitation reasonable
fees of attorneys and paralegals, incurred by such party in connection with
any
such arbitration or court proceeding to enforce the award made in the
arbitration proceeding. Each party consents to the jurisdiction of the Supreme
Court of the State of New York, County of New York to enforce any such
arbitration result.
5. Further
Assurances.
The
parties shall execute and deliver such further instruments and do such further
acts and things as may be required in good faith to carry out the intent and
purpose of this Agreement.
6.
Binding
on Successors.
This
Agreement shall be binding on, and inure to the benefit of, the parties hereto,
their successors and assigns.
7. Severability.
If any
provision of this Agreement or its application to any circumstance shall be
finally determined by any court of competent jurisdiction to be invalid or
unenforceable then the same is hereby declared to be severable and the remainder
of this Agreement and the application of such provisions or circumstances other
than so determined to be invalid or unenforceable shall not be affected
hereby.
8. Effect
of Waiver or Consent.
A
waiver or consent, express or implied, to or of any breach or default by any
party in the performance by that party of its obligations hereunder is not
a
consent or waiver to or of any other breach or default in the performance by
that party of the same or any other obligations of that party. Failure on the
part of a party to complain of any act or omission or to declare any party
in
default hereunder, irrespective of how long that failure continues, does not
constitute a waiver by that party of its rights with respect to that
default.
9. Supersedes
Prior Agreement.
This
Agreement shall supersede any prior agreement or understanding made by the
parties prior to the date hereof and constitutes the entire agreement between
the parties with respect to the subject matter. This Agreement is not intended
to confer upon any person other than the parties hereto any rights or remedies
hereunder.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed as of the date first
above written.
| FRMO CORP. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Xxxxxx Xxxxx, CEO |
||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxx | |
|
Xxxxxx
Xxxxxxx, President
|
||
Note
not included in the copy to be signed per LJT
6-15-06
Valuation
of 66 2/3 Revenue Interest in
Horizon
Global Advisers at 12/6/05
|
Net
Asset Value
|
$
|
22,000,000
|
||
|
Management
Fee @ 1.15%
|
$
|
253,000
|
||
|
Expenses
50% rounded
|
128,000
|
|||
|
Net
Profit
|
125,000
|
|||
|
60%
allocable to FRMO
|
75,000
|
|||
|
2/3
Revenue Interest
|
50,000
|
|||
|
Value
2/3 Revenue Interest
|
||||
|
5
x
50,000
|
$
|
250,000
|
Fromex: Assignment
of Revenue Interest 6/13/06
