EXHIBIT 10.9
March 31, 1998
Xxx.Xxx., Inc.
Attn: Xx. Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Re: Corporate Development Consulting and Advisory Services
Gentlemen:
This letter sets forth the agreement between Tatonka Energy, Inc., an Oklahoma
Corporation and parent company of Xxx.Xxx., Inc. (the "Company", which term
shall any subsidiaries), and Xxx Xxxx, a Texas resident ("Xxxx") and CCDC, Inc.
(Xxxx and CCDC, Inc. are together, "Consultants"), with respect to certain
consulting and advisory services to be provided by Consultants to the Company
from time to time. Consultants hereby agree to provide the Company from time to
time throughout the term of this agreement, corporate development services,
including the identification, evaluation and negotiation of acquisitions,
strategic planning, optimization of capital structure, access to capital
markets, and such other similar services as the Company may require from time to
time.
The Company agrees to pay Consultants an annual retainer for this engagement in
the amount of $36,000.00, payable in monthly installments of $3,000.00, due on
the first day of each month (the "Retainer"). In addition to the retainer,
Consultants are to be reimbursed by the Company for out-of-pocket expenses
("Expenses") incurred for such matters as travel, printing and reproduction,
outside computer time charges, postage, delivery services, facsimiles, outside
expert and consultant fees, long-distance telephone charges, local
transportation and the like. Outstanding disbursements will be identified and
billed separately or upon billing for consulting and advisory services.
Consultants in their discretion may require the advance payment of Expenses.
consultants shall be entitled to a transaction fee (the "Transaction Fee") for
each completed acquisition or capital placement by the Company during the term
of this agreement, based on the total amount paid by the acquiring party or the
total capital raised (the "Transaction Amount"). The Transaction Amount shall
include, in the case of acquisitions, payments for covenants not to compete,
earnouts or similar arrangements and debt of the acquired company. The
Transaction Amount shall include, in the case of capital placements, the
aggregate issue price of any equity or debt and the strike price of any rights,
warrants or options issued in connection with the placement.
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The Transaction Fee for each transaction completed shall be equal to the greater
of (A) 3% of the total transaction and (B) the sum of (i) 5% of the first
$1,000,000 of the Transaction Amount, (ii) 4% of the portion of the Transaction
Amount in excess of $1,000,000 up to and including $2,000,000 of the Transaction
Amount, (iii) 3% of the portion of the Transaction Amount in excess of
$2,000,000 up to and including $3,000,000 of the Transaction Amount, (iv) 2% of
the portion of the Transaction Amount in excess of $3,000,000 up to and
including $4,000,000 of the Transaction Amount, and (v) 1% of the portion of the
Transaction Amount in excess of $4,000,000. Each Transaction Fee shall be
payable upon the closing of the transaction to which it relates. The sum of the
Retainer shall be deducted from any Transaction Fees otherwise due and payable.
Consultants reserves the right to charge interest at the rate of 1.5% per month
from the invoice date if invoices are not paid within 30 days.
The term of this agreement shall be one year commencing on the date hereof and
shall continue thereafter from year to year until terminated by either party
upon the giving of 30 days written notice thereof to the other.
This agreement shall be governed by and construed in accordance with the laws of
the State of Texas, without giving effect to its conflicts of laws principles.
No provision of this agreement may be modified, amended or waived except by a
writing signed by each party hereto.
The undersigned have caused this letter to be duly executed and delivered,
intending to be bound by the terms and conditions hereof.
CCDC, Inc.
By: /s/ Xxx X. Xxxx
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Xxx X. Xxxx
/s/ Xxx Xxxx
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Xxx Xxxx
Tatonka Energy, Inc.
By: /s/ Xxxxxx X. Xxxxxx, President
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Xxxxxx X. Xxxxxx, President
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