Exhibit 1.2
FINANCING AGREEMENT
THIS AGREEMENT (the Agreement") is made and entered into as of the day of
August 1st, 2005 (The Effective Date"), between Xxxxxx Herbs Inc.,
Scottsdale, Arizona, USA (the "Company") and Xxxxx Xxxxxxxxx - Brokerage, An
Sankt Xxxxxxxx 00, 00000 Xxxxxxxxxx, Xxxxxxx, ("Xxxxx Xxxxxxxxx"),
(collectively the "Parties").
RECITALS
a. The Company plans to sell stocks of the Company under German law to
gain capital formation to private investors through a placement of
the company's Reg S stock which is traded at the Berlin Stock
Exchange (WKN: A0ERP4) under the direction of Xxxxx Xxxxxxxxx -
Brokerage. Thus the Company desires to be assured of the association
and service of Xxxxx Xxxxxxxxx in order to avail itself of Xxxxx
Xxxxxxxxx'x experience, skills and abilities, and background and is
willing to compensate Xxxxx Xxxxxxxxx upon the terms and conditions
set forth herein.
b. Xxxxx Xxxxxxxxx agrees to be engaged by the Company upon said terms
and conditions.
NOW; THEREFORE, in consideration of the recitals, promises and conditions in
the Agreement, Xxxxx Xxxxxxxxx and the Company agree as follows:
1. Consulting Services.
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(a) The Company hereby engages Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx agrees to
provide advice and assistance to the Company in identifying and introducing
sales groups, sales agents and prospective investors and offer the company's
Reg S stock to investors in Europe. That assistance will include identifying
and contacting sales groups / sales agents, identifying and contacting
potential investors, providing investors with relevant documentation and
organizing meetings for investor presentations;
(b) Xxxxx Xxxxxxxxx acknowledges that the services provided hereunder are
isolated services by him and do not require that he be registered as a
broker-dealer, investment advisor or affiliate thereof;
(c) Xxxxx Xxxxxxxxx shall specifically not provide any of the following
services to the Company: (i) negotiate for the sale of any the Company's
securities; (II) discuss details of the nature of the securities sold or
whether recommendations were made concerning the sale of the securities; (iii)
engage in due diligence activities; (iv) provide advice relating to the
valuation of or the financial advisability of any investments in the Company;
or (v) handle any funds or securities on behalf of the Company.
2. Compensation.
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Xxxxx Xxxxxxxxx shall be entitled to receive as compensation for his services
non refundable advisory fees as follows:
a. A finder's fee of 35 % of the capital raised through Xxxxx Xxxxxxxxx'x
sales team and through other sales groups in Germany and Switzerland
identified by Xxxxx Xxxxxxxxx. This includes all commissions which will be
paid through other banks and/or sales groups in Germany and Switzerland
involved in the planned offering organized by Xxxxx Xxxxxxxxx. Compensation to
Finder may be paid partly in cash and in securities upon desire of Xxxxx
Xxxxxxxxx. Securities granted to Xxxxx Xxxxxxxxx under this Agreement will be
Reg S stock.
b. The Company will pay to the Consultant the reasonable travel and
promotional expenses and other specific expenses incurred by the Consultant in
provision of the Consulting Services, provided the Consultant has obtained the
prior written approval of the Company.
c. A grant of 100,000 (one hundred thousand) shares (Reg S stocks) of the
company.
3. Independent Contractor.
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This Agreement shall not constitute an employee relationship. It is the
intention of the parties that Xxxxx Xxxxxxxxx shall be at all times an
independent contractor of the Company. Xxxxx Xxxxxxxxx shall not have any
authority to act as the agent of the Company and shall not have the authority
to, and shall not, bind the Company to any agreements or obligations with a
third party except as otherwise authorized by the Company. Subject to the
express provisions herein, the manner and means utilized by Xxxxx Xxxxxxxxx in
the performance of its services hereunder shall be under the sole control of
Xxxxx Xxxxxxxxx.
4. Non-Disclosure of Confidential Information.
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Xxxxx Xxxxxxxxx acknowledges that is the policy of the Company to maintain as
secret and confidential all valuable information heretofore or hereafter
acquired, developed or used by the Company in relation to its business,
operations, employees and customer which may give the Company a competitive
advantage in its industry (all such information is hereinafter referred to as
"Confidential Information"). The parties recognize that, by reason of its
duties, Xxxxx Xxxxxxxxx may acquire Confidential information. Xxxxx Xxxxxxxxx
recognizes that all such Confidential Information is the property of the
Company. In consideration of the Company entering into this Agreement, Xxxxx
Xxxxxxxxx agrees that it shall never, directly or indirectly, intentionally or
unintentionally, publicly disseminate or otherwise disclose any Confidential
Information obtained during its engagement by the Company without the prior
written consent of the Company, unless and until such information is otherwise
known to the public generally or is not otherwise known to the public
generally or is not otherwise secret and confidential, it being understood
that the obligation created by this subparagraph shall survive the termination
of this Agreement.
5. Representations and Indemnification.
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The acts, statement and representations made by Xxxxx Xxxxxxxxx without the
approval of the Company to investors are the sole responsibility of Xxxxx
Xxxxxxxxx and Xxxxx Xxxxxxxxx agrees to indemnify the Company for any
liability, claims, losses and expenses, including legal costs and expenses
incurred by the Company that result from Xxxxx Xxxxxxxxx`s representations
made without the approval of the Company. Xxxxx Xxxxxxxxx represents that all
materials provided to the Company regarding the contemplated transactions are
truthful and accurate.
6. Taxes.
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All taxes, duties and other governmental fees or charges arising from Xxxxx
Xxxxxxxxx`s receipt of compensation hereunder shall be borne by Xxxxx
Xxxxxxxxx.
7. Notices.
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Any notice, request, demand or other communication required or permitted
hereunder shall be deemed to be property given when personally served in
writing or when deposited in the United States mail, postage prepaid,
addressed to the other party at the address provided by each party. Either
party may change its address by written notice made in accordance with this
section.
8. Authority.
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The parties hereto represent that each has the authority to enter into this
Agreement.
9. Benefit of Agreement.
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This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective legal representatives, administrators, executors,
successors, subsidiaries and affiliates.
10. Governing Law.
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This Agreement is made and shall be governed and construed in accordance with
the laws of the State of Arizona.
11. Assignment.
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Any attempt by either party to assign any rights, duties or obligations that
arise under this Agreement without the prior written consent of the other
party shall be void and shall constitute a breach of the terms of this
Agreement.
12. Entire Agreement; Modification.
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This Agreement constitutes the entire agreement between the Company and Xxxxx
Xxxxxxxxx. No promises, guarantees, inducement or agreements, oral or written,
express or implied, have been made regarding the provision of investment
banking consulting services, other than as contained in this Agreement. This
Agreement can be modified only in writing signed by both parties hereto.
13. Severability.
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In the event of the invalidity or unenforceability of any one or more of the
provisions of this Agreement, such illegality or unenforceability shall not
affect the validity of enforceability of the other provisions hereof, and such
other provisions shall be deemed to remain in full force and effect.
14. Choice of Law; Venue.
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This Agreement shall be governed by and construed in accordance with the laws
of the State of Arizona. Exclusive of its choice of law principles; and any
suit, action or proceeding arising out of or relating to this Agreement may be
commenced and maintained in any court of competent jurisdiction in Arizona and
each party waives all objections to such jurisdiction and venue.
15. Term.
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This contract shall be in effect for a period of twelve (12) months beginning
as of August 8th 2005 and shall end August 8th, 2006, with an option to extend
to be discussed upon the ending date of this agreement unless the planned
offering of Reg S stock for five million shares is terminated or completed
prior to the expiration of this agreement, in which case this agreement will
also be terminated. Either party may terminate this agreement after August
8th, 2006 with fifteen (15) days' written notice.
16. Continuing Effect.
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Sections 6 and 7 shall survive the expiration or the termination of
obligations of each party to the other.
17. Execution in Counterparts.
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This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
the date first written above.
Xxxxxx Herbs Inc. Xxxxx Xxxxxxxxx - Brokerage
By: By:
/s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
CEO CEO
Date: Date:
