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EXHIBIT 10.21
INVESTMENT BANKING AGREEMENT
This agreement (the "Agreement") is made as of the 17th day of November
("Effective Date") by and between Team Entertainment Group (a California Corp.)
and Xxxxx Xxxxxxx Financial, Inc. a New York Corporation ("Xxxxx Xxxxxxx").
WHEREAS, the Company desires that Xxxxx Xxxxxxx provide certain services as
set forth and more fully described in Section 2 of this Agreement; and
WHEREAS, Xxxxx Xxxxxxx wishes to provide the services to the Company; and
WHEREAS, Xxxxx Xxxxxxx is organized to provide financial consulting
services.
NOW, THEREFORE, in consideration of the mutual agreements herein, the
Company and Xxxxx Xxxxxxx xx hereby agree as follows:
1. Recitals. The above recitals are true, correct, and are herein
incorporated by reference.
2. Services Rendered by Xxxxx Xxxxxxx. Xxxxx Xxxxxxx agrees to perform
services including, but not limited to (i) advice to and consulting
with the Company's management concerning investor profile information,
method of expanding investor support and increasing investor awareness
of the Company and services; (ii) securities broker and research
analyst relations, assisting in preparation and formation of due
diligence meeting, and research analyst relations, assisting in
preparation and formation of due diligence meeting, and attendance at
conventions and trade shows: (iii) making itself available for
financial public relations and marketing consulting; and (iv) making
itself available for personal consultations with officers, directors
and key employees of the Company, as well as the Company's principal
financial, sales and/or operating officers.
The Company acknowledges that neither Xxxxx Xxxxxxx nor any of its
affiliates is an officer, director or agent of the Company, that in
rendering advice or recommendations to the Company Xxxxx Xxxxxxx is
not and will not be responsible for any management decisions on behalf
of the company and that Xxxxx Xxxxxxx is not authorized or empowered
to commit the company to any recommendation or course of action.
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Xxxxx Xxxxxxx shall devote such of its time and efforts as it determines
is necessary to discharge its duties hereunder. The Company acknowledges
that Xxxxx Xxxxxxx is engaged in other business activities and that they
will continue such activities during the term of the Agreement. Xxxxx
Xxxxxxx shall not be restricted from the engaging in other business
activities during the term of this Agreement, but shall not agree to
represent any direct competitor of the Company.
3. RESPONSIBILITIES OF THE COMPANY. The Company shall provide Xxxxx Xxxxxxx
with appropriate financial and business information about the Company as
requested by Xxxxx Xxxxxxx.
4. COMPENSATION. For the services rendered by Xxxxx Xxxxxxx to the company
under the terms of this Agreement, in consideration of the execution of
this agreement by Xxxxx Xxxxxxx, the Company shall pay compensation to
Xxxxx Xxxxxxx as follows:
(a) For these services, the Company agrees to give to Xxxxx Xxxxxxx
options to purchase 100,000 shares of Team Entertainment Group at
$1.625 and 100,000 shares at $3.00.
(b) Xxxxx Xxxxxxx will be reimbursed for all documented out-of-pocket
expenses incurred in the performance of its responsibilities
outlined above. All expenses over $100 will be pre-approved by the
Company.
5. TERM. The term of this Agreement shall be for a period beginning on the
date hereof and ending one (1) year thereafter.
6. RELATIONSHIP OF THE PARTIES. Nothing in this Agreement shall be construed
as establishing a partnership of joint venture between the parties
hereto. The Company specifically understands that Xxxxx Xxxxxxx is acting
hereunder as an independent contractor. Xxxxx Xxxxxxx services hereunder
are not exclusive and Xxxxx Xxxxxxx at all times shall be free to perform
the same or similar services for others which shall not be deemed a
conflict of interest nor a breach of this Agreement, however Xxxxx
Xxxxxxx agrees not to perform the same or similar services for any
company which is in direct competition with the Company.
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7. INDEMNIFICATION.
(a) Company shall indemnify Xxxxx Xxxxxxx and its affiliates and their
respective directors, officers, employees, agents and controlling persons
(Xxxxx Xxxxxxx and each such person and entity being an "Indemnified Party"
for purposes of this Section) from and against any and all losses, claims,
damages and liabilities, jointly or severally, to which such indemnified
Party may become subject under any applicable federal or state law, or
otherwise related to or arising out of any transaction contemplated by this
Agreement and the performance by Xxxxx Xxxxxxx of the services contemplated
by this Agreement, provided that the Company shall not be liable for any of
the foregoing to the extent they arise from the negligence or misconduct of
the Indemnified Party. In the event that the foregoing indemnity is
unavailable or insufficient to hold any Indemnified Party harmless, then
the Company shall contribute to amounts paid or payable by such
Indemnified Party in respect of such losses, claims, damages and
liabilities in such proportion as approximately reflects the relative
benefits received by, and the fault of, the Company and such Indemnified
Party in connection with the matters as to which such losses, claims,
damages and liabilities relate and other equitable considerations, provided
however that nothing in this sentence shall be construed as altering or
limiting in any way the effect of the proviso contained in the immediately
preceding sentence.
(b) Xxxxx Xxxxxxx shall indemnify the Company and its affiliates and their
respective directors, officers, employees, agents and controlling persons
(the Company and each such person and entity being an "Indemnified Party"
for purposes of this Section) from and against any and all losses, claims,
damages and liabilities, jointly or severally, to which such Indemnified
Party may become subject under any applicable federal or state law, or
otherwise related to or arising out of any transaction contemplated by this
Agreement and the performance by Xxxxx Xxxxxxx of its obligations
contemplated by this Agreement, provided that Xxxxx Xxxxxxx shall not be
liable for any of the foregoing indemnity is unavailable or insufficient to
hold any Indemnified Party harmless, then Xxxxx Xxxxxxx shall contribute to
amounts paid or payable by such Indemnified Party in respect of such
losses, claims, damages and liabilities in such proportion as approximately
reflects the relative benefits received by, and the fault of, Xxxxx Xxxxxxx
and such Indemnified Party in connection with the matters as
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to which such losses, claims, damages & liabilities relate and other
equitable considerations, provided however that nothing in this sentence
shall be construed as altering or limiting in any way the effect of the
proviso contained in the immediately preceding sentence.
8. DISCLOSURE. Any financial advice rendered by Xxxxx Xxxxxxx pursuant to
this Agreement may not be disclosed publicly in any manner without the
prior written approval by Xxxxx Xxxxxxx. All non-public information
given to Xxxxx Xxxxxxx by the Company will be treated by Xxxxx Xxxxxxx
as confidential information, and Xxxxx Xxxxxxx agrees not to make use of
such information other than in connection with its performance of this
Agreement, provided, however, that any such information may be disclosed
if required by any court or governmental or regulatory authority, board
or agency. Non-public information shall not include any information
which (i) is or becomes generally available to the public other than as
a result of a disclosure by Xxxxx Xxxxxxx (ii) was available to Xxxxx
Xxxxxxx xxxxx to its disclosure to Xxxxx Xxxxxxx by the Company,
provided that such information is not known by Xxxxx Xxxxxxx to be
subject to another confidentiality agreement with another party; or
(iii) becomes available to Xxxxx Xxxxxxx on a non-confidential basis
from a source other than the Company, provided that such source is not
bound by a confidentiality agreement by the Company.
9. NOTICE. Any or all notices, designations, consents, offers, acceptance
or other communication proved for herein shall be given in writing and
delivered in person or by registered or certified mail, return receipt
requested, directed to the address shown below unless notice of change
of address is furnished:
If to Xxxxx Xxxxxxx:
Xxxxx Xxxxxxx Financial, Inc.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
If to Team Entertainment Group:
00000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, XX 00000
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10. WAIVER. Unless agreed to in writing, the failure of either party at any
time to require performance by the other of any provisions hereunder
shall not affect its rights thereafter to enforce the same, not shall a
waiver by either party of any breach of any provision hereof, be taken
or held in by a waiver of any other proceeding or succeeding breach of
any term or provision of this Agreement. No extension of time for the
performance of any obligation or act shall be deemed to be in extension
of time for the performance of other obligations or acts hereunder.
11. COMPLETE AGREEMENT. This Agreement contains the entire Agreement
between the parties with respect to the contents hereof and superceedes
all prior agreements and understandings between the parties with respect
to such matters, whether written or oral. Neither this Agreement, nor
any term or provision hereof may be changed, waived, discharged or
amended in any manner other than by any instrument in writing, signed by
the party against which the enforcement of the change, waiver, discharge
or amendment is sought.
12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original but all of which shall
constitute but one agreement.
13. BINDING EFFECT/ASSIGNMENT. This Agreement shall be binding upon the
parties hereto, their heirs, legal representative, successors, and
assigns and shall not be assignable by either party, except upon prior
written consent by both parties to this Agreement.
14. HEADINGS. The headings of the sections are for convenience only and
shall not control or affect the meaning or construction or limit the
scope or intent of any of the provisions of this Agreement.
15. SURVIVAL. Any termination of this Agreement shall not, however, affect
the on-going provisions of this Agreement which shall survive such
termination in accordance with their terms.
16. SEVERABILITY. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under
applicable law. But if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable
law or rule, such invalidity, illegality or unenforceability will not
affect any other provision or any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and
enforced in
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such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein. If any court determines
that any provision hereof is unenforceable because of the duration or
scope of such provision, such courts shall have the power to reduce
the scope or the duration of such provision, as the case may be, and,
in its reduced form, such provision shall then be enforceable.
17. CHOICE OF LAW. This Agreement shall be governed by, construed,
interpreted and the rights of the parties determined in accordance
with the laws of the State of Delaware without reference to the
principles of conflicts of law.
IN WITNESS WHEREOF, the parties executed this Agreement as of the effective
date of this Agreement.
TEAM ENTERTAINMENT GROUP
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx, President
XXXXX XXXXXXX FINANCIAL, INC.
By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx, President
