EXHIBIT 99.1
INVESTMENT BANKING AGREEMENT
This Investment Banking Agreement dated as of July 27, 2003, by and between
XXXXX INVESTMENT GROUP, INC. ("RIG") with a principal place of business at 00000
Xxxxxxxx Xxxx., 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and AUGRID
CORPORATION (the "Company") with a principal place of business at 0000 Xxxx 00xx
Xxxxxx, Xxxxxxxxx, Xxxx 00000.
W I T N E S S E T H:
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WHEREAS, the Company desires that RIG shall engage in services provided of the
Company for the period of one (1) year, July 27, 2003 to July 27, 2004. RIG is
hereby engaged to provide merger and acquisition advisory and consulting
services in connection with the business and operations of the Company.
RIG will furnish to Company a sixteen page internal merger "evaluation report"
(upon completion of due diligence) which will include a detailed financial
analysis of the Company and its financial projections for the next twelve
months. The evaluation report will also provide a detailed description of the
company and industry, including comparables, and will state a proposed valuation
range which will be used for any corporate finance activities to be needed by
the Company.
Once a proposed transaction has been approved by the Company, a letter of intent
of the transaction will be provided.
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NOW, THEREFORE, the parties hereto agree as follows:
1. DUE DILIGENCE. RIG shall engage in due diligence of the Company, as it deems
appropriate. In order for RIG to conduct a thorough financial analysis of the
company, the Company shall provide RIG with financial information, including
public filings and historical financial statements, corporate business plans,
sales contracts, customer lists, letters of intent for acquisitions or other
business activities, as well as use of proceeds if the Company is seeking
capital in the form of equity or debt financing. To analyze both the current and
historical trading activities of the Company, RIG will need to review Depository
Trust Company (DTC) Sheets, Shareholder Lists, Names of Beneficial Owners (NOBO)
lists and such other information reasonably requested by RIG. This information
will be used in conjunction with the proposed equity valuation to determine a
proposed valuation range for any equity offerings.
1. TERM. This Agreement shall be for a one (1) year period of time necessary for
RIG to conduct investment banking and other consulting activities.
2. COMPENSATION. As compensation to RIG for performing Investment Banking,
Advisory, Consulting Services and Merger and Acquisition work relating to
strategic merger and acquisition candidates selected by RIG, the Company
("AuGrid Corporation") shall give RIG an option to purchase two hundred thirty
million shares (230,000,000) of the companies (AGRD) stock at a purchase price
of one cent ($.01) per share upon execution of this Agreement.
3. INDEPENDENT CONTRACTORS. RIG is an independent contractor and not an agent,
servant or employee of the Company. RIG shall have no authority to bind the
Company.
4. CONFIDENTIALITY. RIG agrees that it will not at anytime during the term of
this Agreement and at any time thereafter, disclose any confidential knowledge
or information regarding the
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Company to any persons unless it receives the written consent of the Company to
such disclosure or the information ceases to be confidential by reason of (i)
its public disclosure by the Company, (ii) its becoming generally and publicly
known, or (iii) its becoming known to RIG through a third party who is not bound
by any confidentiality agreement.
5. NO LIABILITY AND INDEMNIFICATION. The Company recognizes that RIG will be
using and relying upon data, materials and other information furnished to it by
the Company and its employees, auditors and representatives and upon other
information contained in reports and statements relating to the Company, and the
Company confirms that RIG may rely upon such data, materials and information
without independent verification and that RIG does not assume responsibility for
the truthfulness, accuracy or completeness of such information whether or not
RIG makes any independent verification.
In the absence of gross negligence, neither RIG nor any associate,
officer, employee, affiliate, director or stockholder of RIG shall be subject to
any liability to the Company or to any officer, employee, director or
stockholder of the Company, for any act or omission in the course of, or in
connection with, or for any error, inaccuracy or omission, material or
otherwise, which may appear in any review document or other information
furnished to or on behalf of the Company.
The Company agrees to indemnify and hold RIG and its associates, officers,
employees, affiliates, directors and stockholders harmless from and against any
and all losses, claims, damages or liabilities, joint or several, to which RIG
may become subject in connection with the transactions referred to herein under
any of the Federal securities laws, under any other statute, at common law or
otherwise, and to reimburse RIG for any legal or other expenses (including the
cost of any investigations and preparation) reasonably incurred by RIG arising
out of or in connection with any action or claim in connection therewith whether
or not resulting in any liability;
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provided, however, that the Company shall not
be liable in any such case to the extent that any such loss, claim, damage or
liability is found in a final judgment by a court to have resulted from RIG
gross negligence.
In the event that any action, suit or proceeding is brought against RIG in
respect of which indemnity may be sought against the Company pursuant to this
Agreement, RIG shall, if a claim in respect thereof is to be made against the
Company under this Agreement, promptly notify the Company in writing of the
institution of such action, suit or proceeding, and the Company shall be
entitled to assume the defense of such action, suit or proceeding, including the
employment of counsel satisfactory to RIG and the payment of expenses in
connection with such action, suit or proceeding. RIG shall have the right to
employ its own counsel in any such case, the fees and expenses of such counsel
to be at the expense of RIG unless the employment of such counsel shall have
been authorized in writing by the Company, or the Company shall have failed in
its obligation to employ counsel to take charge of such defense, or the use of
joint counsel presents, in the opinion of such counsel, a conflict for such
counsel or prevents, in the opinion of such counsel, such counsel from
adequately representing the interests of each of the Company and RIG , in any of
which events such reasonable fees and expenses of counsel employed by RIG shall
also be borne by the Company.
If for any reason the foregoing indemnification is unavailable to RIG or
insufficient to hold it harmless, then the Company shall contribute to the
amount paid or payable by RIG as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by the Company, its shareholders and/or its affiliates on the
one hand and RIG on the other but also the relative fault of the Company and
RIG, as well as any relevant equitable considerations.
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The obligations of RIG hereunder are intended solely for the benefit of
the Company and RIG shall not have any obligation hereunder to any parties other
than the Company.
6. NON-DISCLOSURE. No person or entity, other than the Company, shall be
entitled to make use of or rely upon the advice, services or materials rendered
or prepared by RIG hereunder and the Company shall not directly or indirectly
disseminate, distribute or otherwise make available any advice, services or
materials prepared by RIG without prior RIG consent.
7. MISCELLANEOUS. This Agreement embodies the entire agreement and understanding
of the parties hereto and supercedes all prior agreements and understandings,
written or oral, relating to the subject matter hereof, and may not be modified
or amended or any of its terms or provisions waived or discharged, except in
writing, signed by the party against whom such modification, waiver or discharge
is sought to be enforced. This Agreement is not assignable without the prior
written consent of the other party.
Each of RIG and the Company represents that this Agreement has in all
respects been duly authorized, executed and delivered by and on behalf of
itself. The covenants of the Company contained in the paragraphs under the
headings "No Liability and Indemnification" and "Non-Disclosure" shall survive
expiration of the term. During the term, RIG shall be free to consult and
conduct business for and with others, including competitors of the Company and
to engage in activities similar to those contemplated hereunder whether for its
own account or for the account of others. All RIG and its obligations in
connection herewith shall be interpreted, construed and enforced in accordance
with and governed by the applicable laws of the State of California. RIG and the
Company consent to the jurisdiction of the Federal and State courts located in
Los Angeles, California for the commencement of any action arising out of this
Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and date first above written.
XXXXX INVESTMENT GROUP, INC.
By: /s/ Xxx Xxxxx
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Xxx Xxxxx
Chief Executive Officer
AUGRID CORPORATION
By: /s/ XX Xxxxxxx
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X X Xxxxxxx
Chairman,CEO,President
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