NORTHSTAR INVESTMENTS. INC.
EXHIBIT
10.9
NORTHSTAR
INVESTMENTS. INC.
0000
XXXXXXX XXXXXX
XXX
XXXXX. XXXXXXXXXX 00000
March
9,
2007
PocketFinder,
LLC
0000
X.
Xx Xxxxx Xxxxxx
Xxxxxxx,
XX 00000
Attention
of Xxxxx Xxxxx, PhD., Chief Executive Officer
Re: Finders
Fee Agreement
This
will
letter is intended to set forth the terms of agreement by which this Northstar
Investments, Inc., a California corporation (“Northstar”) will provide services
to locate and introduce, potential investors to PocketFinder, LLC, a California
limited liability company (“PocketFinder”). The following are the
specifics of this Agreement:
Term. The
Agreement shall be deemed to have commenced on March 8, 2007, and shall continue
in effect for one year, except as set forth herein.
Investors. With
respect to each investor and associate or co-investor participating as a
result
of an introduction to PocketFinder by Northstar (each being an “Investor”), you
have agreed to pay to Northstar finder’s fees calculated on the amount of cash
and the t market value of any property the Investor makes available to
PocketFinder as investment in equity or advances as debt or provides as a
resource to PocketFinder (each being an “Investment”).
Initial
Investment. Regardless of the form of Investment, PocketFinder
agrees to pay Northstar 6½% of the proceeds (or value) in cash upon closing said
6½% in the units of investment obtained by the Investor in PocketFinder for
making the Investment. Compensation shall be based upon the gross
amount invested, before only deduction for expenses or offsets of any
kind. Payment will be made in cashiers check or wire upon Company’s
receipt of funds.
Subsequent
Investment. Should the Investor make any additional Investment in
PocketFinder or any affiliate of PocketFinder after the initial investment
is
made and within three years of the Initial Investment, PocketFinder will
compensate Northstar upon closing of the additional Investment with a fee
of 6½%
of such additional funds (or value) then invested and 6½% in the units of
investment then issued to the Investor.
Limitation
of-Service. This Agreement relates solely to Northstar’s services
as a finder in introducing PocketFinder to prospective investors. In
the event an investment is made, there are no additional services that Northstar
is required to perform to be entitled to the above
compensation. Northstar will not engage in any negotiations
whatsoever on behalf of the
1
NORTHSTAR
INVESTMENTS. INC.
PocketFinder,
LLC
March
9,
2007
Page
Two
PocketFinder
or any Investor. Northstar will have no responsibility for, nor will
Northstar make recommendations concerning, the terms, conditions or provisions
of any agreement between PocketFinder and an Investor, including the manner
or
means of consummating the transaction. PocketFinder acknowledges that
Northstar is not a licensed securities dealer and that this Agreement is
not
intended to be for the purpose of buying, selling or trading
securities.
Miscellaneous. This
Agreement shall be binding upon both parties and their respective successors
and
permitted assigns. This Agreement may be changed only by the written
consent of both parties. This Agreement may not be assigned by either
party without the written consent of the other. This Agreement is the
entire agreement between the parties. Should any legal proceeding be
necessary to construe or enforce the provision of this Agreement, the prevailing
party in such legal proceeding shall be entitled to recover all court costs,
reasonable attorney fees and costs of enforcing or collecting any judgment
awarded. The judgment by are court of law that a particular section
of this Agreement is illegal shall not affect the validity of the remaining
provisions. It is our intention that the laws of the State of
California shall govern the validity of this Agreement.
Please
confirm that this letter adequately sets forth our agreement by signing in
the
space below on the enclosed copy of this later and returning it to the address
on the letterhead above. Northstar is delighted to accept this
engagement and looks forward to introducing investors to
Pocketfinder.
Very
truly yours.
NORTHSTAR
INVESTMENTS, INC,
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By:
/s/ Xxxxx X.
Xxxxx
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Xxxxx
X.
Xxxxx
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President
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Accepted
and agreed as set forth above on March __, 2007
POCKETFINDER,
LLC,
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By:
/s/ Xxxxx
Xxxxx
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Xxxxx
Xxxxx,
PhD
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Chief
Executive
Officer
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