NON-EXCLUSIVE THIRD PARTY FINDER AGREEMENT
XxXxxx
Inc.
NON-EXCLUSIVE
THIRD PARTY FINDER AGREEMENT
THIS AGREEMENT made effective
as of the date of its execution by the parties hereto.
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BETWEEN:
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Dr Ravi Inc., a
corporation incorporated in India whose main business address is X-0 Xxxxx
Xxxxx, 00/00 Xxxxxxxxxxxxxxx Street, Mylapore, Xxxxxxx 000000, Xxxxx
(“XxXxxx”)
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AND:
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Kalahari
Greentech Inc a corporation incorporated pursuant to the laws of Nevada
(the “Finder”)
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WHEREAS:
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A)
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XxXxxx
is in the business of Power from Renewable Energy sources of Energy such
as Wind, Solar and Hydrogen;
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B)
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XxXxxx
wishes to engage the Finder and the Finder wishes to be engaged as a
non-exclusive finder to XxXxxx on a third party, non-agency basis for a
term of 12 months to assist XxXxxx in locating investors (“Investors”) for
the purpose of the Investors investing into XxXxxx business, subject to
the terms and conditions set forth herein;
and
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C)
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The
Finder is not and will not be at the time during the term of this
Agreement and after payment of the consideration set out herein an
insider, associate or affiliate or control person of XxXxxx or any
Investors with which XxXxxx becomes Engaged, as those terms are defined
under applicable securities laws.
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NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
mutual covenants and agreements herein contained the parties hereto agree as
follows:
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1.
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Engagement. XxXxxx
agrees to engage the Finder as a finder on a non-exclusive third party and
non-agency basis upon the terms and subject to the conditions set forth
herein, and the Finder agrees to be so engaged to introduce prospective
Investors to XxXxxx.
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2.
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Services. The
Finder agrees to provide the following services to XxXxxx as a finder
(collectively, the “Services”):
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(a)
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Identifying
and referring to XxXxxx potential Investors with whom XxXxxx can solicit
an investment into XxXxxx (an
“Investment”).
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(b)
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if
so required and instructed by XxXxxx, to act as a facilitator between an
Investor and XxXxxx for the purposes of helping to facilitate an
Investment.
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3.
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Confidentiality and
Compliance. The Finder agrees that it will at all times,
whilst providing Services to act in a professional and businesslike
manner; treat its engagement with XxXxxx and any information it receives
regarding XxXxxx, its business and clients as confidential and agrees to
only provide prospective Investors with information regarding XxXxxx and
XxXxxx’ relationship with the Finder on receiving specific permission from
XxXxxx to provide such information. Additionally, the Finder
agrees at all times to abide by all applicable securities laws governing
the Finder’s actions including but not limited to those applicable in the
United States of America.
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The
parties agree that any violation of this paragraph will result at the option of
XxXxxx in the immediate termination of this Agreement with no further
obligations by either party to the other hereunder.
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4.
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Acceptance of Subscription
Agreements. Notwithstanding the Finder’s efforts in
identifying Investors, the parties understand that the ultimate acceptance
of an Investment from an Investor rests solely in the discretion of
XxXxxx, and in any event, is subject to receipt of all necessary
regulatory approvals and the existence of applicable registration and
prospectus exemptions.
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1
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5.
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Compensation. As
compensation for the services rendered and to be rendered hereunder by the
Finder, and subject to the conditions set forth herein, XxXxxx agrees to
pay to the Finder a cash fee of five percent (5%) of the gross cash amount
of any Investment made by Investors “originally introduced” by the Finder
to XxXxxx (the “Compensation”):
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6.
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Clarifications on
Compensation. For the purposes of section
4:
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(a)
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Compensation
payable to the Finder is limited to the cash invested into
XxXxxx
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(b)
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“Originally
introduced” shall be defined to mean a Business or Individuals that were
not previously known to XxXxxx at the time of its introduction by the
Finder to XxXxxx.
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(c)
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Payment
of Compensation will be made by XxXxxx to the Finder within five (5)
business days of the receipt and settlement of an Investment into DrRavi’s
bank account.
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7.
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Expenses of the
Finder. XxXxxx will not be responsible for any fees or
expenses incurred by the Finder in performance of its services under this
Agreement.
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8.
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Representations and Warranties
and Covenants of the Finder. The Finder covenants,
represents and warrants to XxXxxx as follows, and acknowledges that XxXxxx
is relying upon such covenants, representations and warranties in
connection with the entering into of this
Agreement:
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(a)
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The
Finder is duly incorporated and validly existing under the laws of its
jurisdiction of incorporation;
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(b)
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The
Finder has all necessary corporate power, authority and capacity to enter
into this Agreement and to perform its obligations hereunder and the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of the
Finder;
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(c)
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The
Finder holds all necessary licenses required to provide the services to
XxXxxx as set forth in this
Agreement;
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(d)
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The
Finder is not an insider, associate or affiliate or control person of
XxXxxx, nor a control person of XxXxxx, as those terms are defined under
applicable securities legislation in force in the United States, nor, if
applicable, are any of the Finder’s shareholders or employees an insider,
associate, affiliate or control person of
XxXxxx.
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(e)
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if
required by applicable securities legislation, policy, order, securities
commission, stock exchange or other regulatory authority, the Finder will
execute, deliver, file and otherwise assist XxXxxx in filing such reports,
undertakings and other documents with respect to this Agreement and the
compensation payable hereunder;
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The
covenants, representations and warranties of the Finder as contained herein are
accurate and complete, do not contain any untrue statement of any material facts
or, considered in the context in which presented, omit to state a material fact
necessary in order to make the statements and information contained herein and
therein not misleading and shall survive the execution of this
Agreement.
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9.
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Representations and Warranties
of XxXxxx. To induce the Finder to enter into this
Agreement and to provide the services, XxXxxx hereby represents, warrants
and covenants to and in favour of the Finder as
follows:
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(a)
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XxXxxx
has been duly incorporated under the laws of Chennai, India and is validly
existing and in good standing under the laws of
India;
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(b)
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XxXxxx
is duly qualified to do business and is in good standing in each
jurisdiction in which the nature of the business conducted by it makes
such qualification necessary; and
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(c)
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XxXxxx
has all necessary corporate power, authority and capacity to enter into
this Agreement and to perform its obligations hereunder and the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action on the part of XxXxxx.
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The
covenants, representations and warranties of XxXxxx as contained herein are
accurate and complete, do not contain any untrue statement of any material facts
or, considered in the context in which presented, omit to state a material fact
necessary in order to make the statements and information contained herein and
therein not misleading and shall survive the execution of this Agreement and the
closing of the Private Placement.
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10.
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Conditions
Precedent. The requirement of XxXxxx to pay the
Compensation to the Finder is subject to the condition precedent that the
Finder shall, at the time of the introduction each Investor to XxXxxx and
the payment of the Compensation, be in compliance with paragraphs 3 and 3
of this Agreement.
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Miscellaneous
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11.
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This
Agreement may not be amended or otherwise modified except by an instrument
in writing signed by both parties.
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12.
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The
parties hereto shall execute such further and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the terms of this
Agreement.
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13.
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This
Agreement may not be assigned by either party hereto except with the prior
written consent of the other party
hereto.
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14.
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Any
term or provision of this Agreement may be waived at any time by the party
entitled to the benefit thereof by a written instrument duly executed by
such party.
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15.
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If
any provision of this Agreement or the application thereof to any person
or circumstance is held invalid or unenforceable in any jurisdiction, the
remainder hereof, and the application of such provision to such person or
circumstance in any other jurisdiction or to other persons or
circumstances in any jurisdiction, shall not be affected thereby, and to
this end the provisions of this Agreement shall be
severable.
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16.
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This
Agreement may be executed in any number of counterparts and any party
hereto may execute any such counterpart, each of which when executed and
delivered shall be deemed to be an original and all of which counterparts
taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or
more counterparts taken together shall have been executed and delivered by
the parties. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any of the
other counterparts. Execution and delivery of counterparts of
this Agreement by facsimile by any party shall be binding on all parties
to this Agreement.
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17.
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18.
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This
Agreement represents the entire agreement between the parties and
supersedes any and all prior agreements and understandings, whether
written or oral, between the
parties.
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19.
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This
Agreement shall be binding upon and shall enure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
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IN
WITNESS WHEREOF the parties hereto have duly executed this
Agreement.
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XXXXXX
Inc.
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Per:
Dr. –Ing. Ravi Mylapore
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Managing
Director and CEO
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Authorized
Signatory
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On
the 19th
day of December, 2008
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Per:
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(Name)
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(Title)
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Per:
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(Name)
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(Title)
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On
the 19th day of December, 2008
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4
