Exhibit 4.3
Client Service Agreement with Continental Capital & Equity Corporation
dated October 11, 1996
[LETTERHEAD OF CCEC DOWN LEFT SIDE OF PAGE]
CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 11th day of October, 1996 between
CONTINENTAL CAPITAL & EQUITY CORPORATION, located at 0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, hereinafter sometimes referred to as
(CCEC) and CLASSICS RESTAURANTS INTERNATIONAL, INC., LOCATED AT 23091 GOVERNORS
XXXX XXXXX, XXXXXXXX 000, XXXXX 000, XXXXXXXX XXXXXXX 00000, HEREINAFTER
SOMETIMES REFERRED TO AS, (THE "COMPANY").
WITNESSETH:
WHEREAS, CCEC is a public relations and direct marketing advertising firm
specializing in the dissemination of information about publicly traded
companies, and
WHEREAS, the COMPANY intends to become publicly held with its common stock
trading on one or more stock exchanges and/or over the counter or on NASDAQ, and
WHEREAS, the COMPANY desires to publicize itself with the intention of making
its name and business better known to its shareholders, investors, and brokerage
houses, and
WHEREAS, CCEC is willing to accept the COMPANY as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is
agreed:
1. ENGAGEMENT: The COMPANY hereby engages CCEC to publicize the COMPANY
to brokers, prospective investors and shareholders described in Section 2 of
this agreement, and subject to the further provisions of this Agreement. CCEC
hereby accepts the COMPANY as a client and agrees to publicize it as described
in Section 2 of this agreement, but subject to the further provisions of this
Agreement.
2. MARKETING PROGRAM: Consists of the following components:
(A) CCEC will review and analyze all aspects of the COMPANY'S GOALS and
make recommendations on feasibility and achievement of desired goals.
(B) CCEC will review all of the general information and recent filings
from the Company and produce a 200,000 piece direct mail package to include an
11" X 17" self mailer and an ample number of corporate profiles so as to allow
for one profile for each respondent to the original mailing. Profiles will be
prepared in brokerage style format, both items to be approved by the COMPANY
prior to final printing.
(C) CCEC will provide through their network, firms and brokers
interested in participating and schedule and conduct the necessary due diligence
and obtain the required approvals necessary for those firms to participate. CCEC
will also interview and make determinations on any firms or brokers referred by
the COMPANY with regard to their participation.
(D) CCEC will be available to the COMPANY to field any calls from firms
and brokers inquiring about the Company.
(E) CCEC will obtain the COMPANY exposure on national financial radio
programming, and use its best efforts to obtain exposure in independent
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financial newsletters, and through on-line fax and Internet broadcast services.
(F) CCEC will promote the COMPANY on the Worldwide Internet via CCEC's
home web site (xxx.xxxxxxxxxxxxxxxx.xxx).
(G) CCEC SHALL write, produce and release via BusinessWire up to six
(6) one page news releases upon request and coordination with the COMPANY. Any
and all desired press releases exceeding the maximum of ten (10) one page news
releases will be invoiced to the COMPANY at a cost of $600 per page.
(H) CCEC shall ensure that all written material on or about the COMPANY
shall be formally approved by the COMPANY in writing.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement shall
commence upon execution of this Agreement and shall continue until completion,
which generally is expected to occur within three to four months.
4. COMPENSATION AND EXPENSES: In consideration of the services to be performed
by CCEC, the COMPANY agrees to pay compensation to CCEC as follows:
(A) $50,000, payable in cash upon execution of this Agreement; plus (B)
80,000 free trading shares, payable upon execution of this Agreement;
plus (C) 50,000 restricted shares, payable upon execution of this
Agreement.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The COMPANY represents and
warrants to CCEC, each such representation and warranty being deemed to be
material that:
(A) THE COMPANY will cooperate with CCEC to enable CCEC to perform its
obligations under this Agreement.
(B) The execution and performance of this Agreement by the COMPANY has
been duly authorized by the Board of Directors of the Company in accordance with
applicable law, and, to the extent required, by the requisite number of
shareholders of the Company;
(C) The performance by the COMPANY of this Agreement will not violate
any applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the COMPANY or any contractual
obligation by which the COMPANY may be bound.
(D) The COMPANY will promptly deliver to CCEC a complete due diligence
package to include the latest 10K, latest 10Q, last 6 months of press releases
and all other relevant materials, including but not limited to corporate
reports, brochures, etc.
(E) The COMPANY will promptly deliver to CCEC a list of names and
addresses of all shareholders of the COMPANY which it is aware.
(F) The COMPANY will promptly deliver to CCEC a list of brokers and
market makers of the Company's securities which have been following the COMPANY.
(G) Because CCEC will rely on such information to be supplied it by the
COMPANY, all such information shall be true, accurate, complete and not
misleading, in all respects.
(H) The COMPANY will act diligently and promptly in reviewing materials
submitted to it by CCEC to enhance timely distribution of the materials and will
inform CCEC in writing of any inaccuracies contained therein prior to the
projected publication date.
6. DISCLAIMER BY CCEC: CCEC WILL BE THE PREPARER OF CERTAIN PROMOTIONAL
MATERIALS. CCEC MAKES NO REPRESENTATION THAT (A) ITS SER-
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VICE WILL RESULT IN ANY ENHANCEMENT TO THE COMPANY (B) THE PRICE OF THE
COMPANY'S PUBLICLY TRADED SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE
SECURITIES IN THE COMPANY, OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN
OR WITH THE COMPANY.
7. LIMITATION OF CCEC LIABILITY: If CCEC fails to perform its services
hereunder, its entire liability to the COMPANY shall not exceed the lessor of
the amount of cash compensation CCEC has received from the COMPANY under Section
4 of this agreement. IN NO EVENT WILL CCEC BE LIABLE FOR ANY INDIRECT, SPECIAL
OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE COMPANY BY ANY PERSON OR
ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT.
8. OWNERSHIP OF MATERIALS: All right, title and interest in and to materials to
be produced by CCEC in connection with the contract and other services to be
rendered under this Agreement shall be and remain the sole and exclusive
property of CCEC, except that if the COMPANY pays the Compensation, as defined
in Section 4 of this Agreement, it shall be entitled to receive upon written
request, one (1) copy of all such materials.
9. CONFIDENTIALITY: Until such time as the same may become publicly known, CCEC
agrees that any confidential nature will not be revealed or disclosed to any
person or entity, except in the performance of this Agreement, and upon
completion of its services and upon written request of the COMPANY all
materials, original documentation provided by the COMPANY will be returned to
it. CCEC will, however, require Confidentiality Agreements from its own
employees and from contractors CCEC reasonably believes will come in contact
with confidential material.
10. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such other address as to which
notice pursuant to this section may be given, and shall be given by personal
delivery, by certified mail, express mail or by national overnight courier
services. Notices will be deemed given upon the earlier of actual receipt or
three (3) business days after being mailed or delivered to such courier service.
Notices shall be addressed to CCEC at:
SUITE 100
0000 XXXXXXXX XXXXXX XXXXXXX
XXXXXXXX, XX 00000
and to the Company at:
3091 GOVERNORS XXXX XXXXX
XXXXXXXX 000, XXXXX 000
XXXXXXXX, XXXXXXX 00000
Any notices to be given hereunder will be effective if executed by and sent by
the attorneys for the parties giving such notice, and in connection therewith
the parties and their respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such parties to the extent
necessary to give such notice.
11. SEPARABILITY: If one or more of the provisions of this Agreement shall be
held invalid, illegal, or unenforceable in any respect, such provision, to the
extent
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invalid, illegal, or unenforceable, and provided that such provision is not
essential to the transaction provided for by this Agreement, shall not affect
any other provision hereof, and the Agreement shall be construed as if such
provision had never been contained herein.
12. ARBITRATION: Any controversy or claim arising out of or relating to the
Agent Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association, and judgement upon the award rendered by the arbitrators(s) may be
entered in any court having jurisdiction thereof.
13. MISCELLANEOUS:
(A) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later than the date
CCEC is prepared to distribute letters and/or brochures pursuant to the
contract.
(B) GOVERNING LAW: This Agreement shall be governed by and interpreted
under the laws of the State of Florida where CCEC has been organized and this
Agreement has been accepted by CCEC:
(C) CURRENCY: In all instances, references to dollars shall be deemed
to be United States Dollars.
(D) MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
Executed as a sealed instrument as of the last day and year shown hereunder.
CONFIRMED AND AGREED ON THE 28th DAY OF OCTOBER, 1996.
CONTINENTAL CAPITAL & EQUITY CORPORATION
By:/s/Xxxx X. Xxxxxx /s/Xxxx X. Xxxxxx
CCEC Representative CCEC Officer
/s/Xxxx Xxxxxx /s/Xxxx Xxxxxx
Witness Witness
CONFIRMED AND AGREED ON THE ______ DAY OF OCTOBER, 1996
CLASSICS RESTAURANTS INTERNATIONAL, INC.
By: /s/Xxxxx X. Xxxx /s/Xxxxxxxx X. Xxxxxxxx
Duly Authorized Witness
PAGE FOUR OF FOUR
[Continental Capital Letterhead and Address Down Left Side of Page]
October 14, 1996
Mr. Xxx Xxxx
CLASSICS RESTAURANTS INTERNATIONAL, INC.
23091 Governors Xxxx Xxxxx
Xxxxxxxx 000, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
RE: ADDENDUM TO CLIENT SERVICE AGREEMENT
Dear Xx. Xxxx:
This letter shall serve as a formal Addendum to the Client Service Agreement
(CSA), dated October 11, 1996, between CONTINENTAL CAPITAL & EQUITY CORPORATION
(CCEC) AND CLASSICS RESTAURANT INTERNATIONAL, INC. (COMPANY) whereas
Compensation and Expenses, as defined in Section 4 of the CSA, is amended as
follows:
COMPENSATION AND EXPENSES: In consideration of the services to be performed by
CCEC, the Company agrees to pay compensation to CCEC as follows:
(A) $50,000, payable in cash upon execution of this Agreement; plus
(B) 80,000 free trading shares, payable upon execution of this
Agreement; plus
(C) 50,000 restricted shares, payable upon execution of this Agreement.
It is further agreed that all compensation collected, inclusive of cash and
liquidated free trading shares, in excess of $250,000 shall be credited towards
payment of future CCEC services and/or as defined by the Company and agreed to
by CCEC.
If this is also your understanding, please so indicate in the space provided
below.
Best Regards,
CONTINENTAL CAPITAL & EQUITY CORPORATION
/s/Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
Agreed to and Accepted this 15th day of October, 1996.
/s/Xxx Xxxx
XXX XXXX, CLASSICS RESTAURANT INTERNATIONAL, INC.
*contingent upon Classic Restaurants Int'l Inc. receiving $500,000 Private
Placement
