Exhibit 10.7
REMEDENT USA, INC
INVESTMENT BANKING AGREEMENT
A. AGREEMENT: Remedent USA, Inc., herein referred to as "REMM", hereby enters
into agreement with Lincoln Equity Research, LLC, herein referred to as
"LER" for the purpose of providing Investment Banking services to REMM. The
principals of LER are licensed securities brokers and principals of an
Office of Supervisory Jurisdiction of Xxxxx, Xxxxx & Xxxxxxx, Ltd., member
NASD, SIPC. LER agrees to provide the hereinbelow described services to
REMM, and REMM agrees to provide the hereinbelow described compensation for
said services.
This Agreement shall commence upon execution hereof and continue for
one year, subject to paragraph D (3) below.
B. SERVICES PROVIDED:
1. LER will use its "best efforts" to provide ongoing research coverage,
business evaluation, and other analysis to REMM that LER deems
appropriate.
2. LER will provide a NASD Series 7 Licensed Broker to REMM to correspond
with shareholders, potential investors and the investment community.
3. LER may forward potential investor names to REMM. REMM agrees to mail
its investor packages to said potential investors in a timely manner
and assumes all costs of such mailings. REMM understands that LER will
have no responsibility to mail any REMM investor relations materials.
4. LER may introduce candidates to REMM for strategic alliance, joint
venture, or other beneficial business relationship, based upon
subsequent agreement between the parties.
5. LER may introduce institutional investors to REMM and/or schedule
events within the financial community in an effort to develop
institutional investment in REMM, based upon subsequent agreement
between the parties.
6. LER will post and maintain REMM research report(s) on LER website and
use its "best efforts" to follow-up with "hits" requesting such REMM
report(s).
7. The parties recognize, confirm and agree that in those circumstances
where LER is called upon by REMM to utilize extraordinary effort and
activity, such as, but not limited to, direct marketing to LER
proprietary databases or databases agreed to by both parties, a
subsequent agreement between the parties, if required, must first be
reached covering said extraordinary effort and activity.
C. COMPENSATION: As compensation for LER's services under this Agreement, REMM
hereby promises and agrees to compensate LER in the following manner:
1. $7,500 initial fee for due diligence and research services due upon
execution of this agreement, on or before September 24, 2001.
2. $2,500 per month for services beginning the first of the month
following the public release of any announcement or research report.
3. Immediate issuance of one hundred thousand (100,000) shares of Common
Stock of REMM, to be received by LER prior to public release of REMM
Research Report.
4. Immediate issuance of a stock option agreement to purchase a total of
200,000 common shares of REMM at a strike price of $.15 per share
exercisable immediately upon issuance.
This option agreement will contain a cashless exercise provision and
will be exercisable for a period of two years
D. TERMS AND CONDITIONS
1. This Agreement may be cancelled upon 30 days advanced written notice
to the non-terminating party, except that said 30 day written notice
of cancellation may not be given during the calendar month in which
this Agreement is executed.
2. REMM agrees to reimburse LER for all reasonable and documented travel, car
rental, meals, lodging, catering and other expenses for LER personnel
incurred in the performance of LER's obligations under this Agreement, and
LER agrees to obtain approval of REMM for such expenses in advance.
E. REPRESENTATIONS AND WARRANTIES: REMM and LER hereby represent and warrant
as follows:
1. LER will perform a due-diligence analysis of REMM, and REMM consents
to the same and agrees to complete any submitted Directors & Officers
Questionnaires in a timely manner and provide additional reasonable
information that may be requested by LER to facilitate LER's
completion of due-diligence.
2. Both REMM and LER have full legal authority to enter into this
Agreement. The execution, delivery and providing of services under
this Agreement within the time and manner herein specified will not
conflict with, nor result in a breach of, nor constitute default to
any existing agreement, indenture, or other instrument to which either
REMM or LER is currently a party or by which either entity may be
bound or affected.
3. REMM and LER both hereby confirm and agree that in every written
communication to individuals or entities other than REMM or LER,
as contemplated by this Agreement or any other agreement between
the parties, there shall be written disclosure that LER is being
compensated in cash and securities for services provided to REMM.
F. CONFIDENTIAL DATA: All information, knowledge or data concerning or
obtained as a result of this Agreement will be deemed confidential
information. Neither party shall divulge any confidential information
unless required by a court of competent jurisdiction governmental entity or
regulatory agency.
G. INDEMNITY: REMM hereby agrees and consents that it will indemnify LER for
any legal actions or administrative proceeding brought against LER or REMM
arising from services provided by LER under this Agreement or any other
agreement between LER and REMM, due to any misstatements of material fact
or the omission of material fact arising from any information or
documentation furnished by REMM to LER
H. ASSIGNMENTS: This Agreement is binding and shall inure to the benefit of
the parties hereto and their respective successors and assigns, provided
that not withstanding the foregoing, neither party shall assign or transfer
any rights or obligations hereunder, except that:
1. REMM may assign or transfer this Agreement to a successor corporation
in the event of a merger, consolidation, transfer, or sale of all or
substantially all of the assets of REMM, provided that no such further
assignment shall relieve REMM from liability for the obligations
assumed by it hereunder.
2. LER may assign or transfer this Agreement to any affiliate of LER or
its employees, provided that LER first receives the prior written
consent of REMM and that such assignment (if consented to by REMM)
shall not relieve LER from liability for its obligations hereunder.
I. ENTIRE AGREEMENT: Each of the parties hereby covenants that this Agreement
is intended to and does contain and embodies herein all of the
understandings and agreements, both written and oral, of the parties hereby
with respect to the subject matter of this Agreement and that there exists
no oral agreement or understanding, expressed or implied, whereby the
absolute, final and unconditional character and nature of this Agreement
shall be in any way invalidated or adversely affected. There are no
representations or warranties other than those set forth herein.
J. ARBITRATION: This Agreement shall be deemed to be made, governed by,
interpreted under and construed in all respects in accordance with the
commercial rules of JAMS. This chosen jurisdiction is irrespective of the
country or place of domicile or residence of either party. In the event of
controversy arising out of the interpretation, construction, performance or
breach of this Agreement, the parties hereby consent to adjudication under
the commercial rules of JAMS. Both parties further agree and consent to
personal service of process in any such action or proceeding outside of the
State of California which shall be tantamount to service in person within
Orange County, California and shall confer personal jurisdiction. Said
venue of the arbitration shall be in Orange County, California. Judgment on
the award rendered by the arbitrator may be entered in any federal or state
court in Orange County, California. The Laws of the State of California
shall govern all disputes regarding this matter.
K. ATTORNEY FEES: In the event a dispute arises over the interpretation or
performance of any party under this Agreement, and as a result of said
dispute, a claim, action, arbitration or suit should arise, the parties
hereby agree that the non-prevailing party in said claim action,
arbitration, or suit shall pay the reasonable attorney fees and litigation
expenses of the prevailing party.
L. ADDRESS OF PARTIES: Each party shall at all times keep the other party
informed as to its principal place of business. The parties shall also
promptly notify the other party of any change of address.
M. NOTICES: All notices that are required to be given may be sent pursuant to
the provisions of this Agreement and shall be sent to the parties'
principal place of business by certified mail, with return receipts
requested, or by overnight package delivery service. Notices shall be valid
from the date of mailing as indicated by registered postmark or validated
airmail receipt.
N. MODIFICATION AND WAIVER: Modification or waiver of any of the provisions of
this Agreement shall be effective only if made in writing and executed with
the same formalities as are present within this Agreement. The failure of
any party to insist upon strict performance of any of the provisions of
this Agreement shall not be construed as a waiver of any subsequent default
of the same or similar nature or of any other nature or kind.
AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED:
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Remedent USA, Inc. Lincoln Equity Research, LLC
Date: __09/13/01______________ Date: ____09/13/01_______________
By: ___/s/ Xxxxxxx Ross________ By: ____/s/ Xxxx Runyon__________
Xxxxxxx Xxxx, Executive Vice President Xxxx Xxxxxx, Managing Principal
Date: __09/13/01______________
By: ___/s/Xxxx Xxxxxx ________
Xxxx Xxxxxx, Managing Principal
