Exhibit 10.15
Finder's Fee Agreement with Biscayne Capital Market, Inc.
AGREEMENT
AGREEMENT made on this 3rd day of May, 2004, by and between BISCAYNE
CAPITAL MARKETS, INC. ("BCMI") and DATALOGIC INTERNATIONAL, INC.("DLGI").
1. THE PARTIES
1.1 DLGI, a corporation, with its principal office at 00000 Xxx Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxx, XX, 00000 tel: (000) 000-0000.
1.2 BCMI, a corporation, with its principal office at 000 XX 0xx Xxxxxx,
Xxxx Xxxxxxxxxx, XX 00000 tel:(000)000-0000; fax:(000)000-0000; email:
xxxxxxx@xxxxxxxxxxx.xxx
1.3 The persons executing this Agreement represent that they have full
and complete authority to do so and has been designated to do so by their
respective Board of Directors.
2. THE AGREEMENT
2.1 DLGI seeks a purchaser of all or part of a private placement offering
("Offering"). The Offering shall be for any combination of equity and/or debt
on terms and conditions satisfactory to DLGI. As a result of the introduction
made through BCMI to a buyer of the Offering (referred to herein as
"INVESTORS") or any related entity under INVESTORS' control, should the
Offering be closed with INVESTORS, DLGI shall owe BCMI the fees described
herein. Should DLGI close on any introduced transactions under this
Agreement, that in itself shall serve as proof that the Offering met the terms
and conditions that were satisfactory to DLGI.
2.2 It is acknowledged by DLGI that: BCMI has acted solely as a finder
and not in any other capacity; BCMI has not advised DLGI in any manner
regarding the merits of this or any other transaction; DLGI has consulted its
own counsel on all aspects of this Offering and would do its own due diligence
to its satisfaction; BCMI has not made any representations to DLGI.
2.3 DLGI shall be under no obligation to pay any fee or other monies
whatsoever to BCMI on account of this Agreement unless (a) the purchase of the
Offering contemplated by this Agreement has closed with INVESTORS and (b) the
purchase of the Offering has resulted from the introduction by BCMI to DLGI of
INVESTORS.
3. THE FEE
3.1 In consideration of its services, BCMI shall be paid by DLGI a cash
sum equal to Five and One-Half Percent (5.5%) of all funds raised upon the
closing of the transaction. The term "funds raised" shall include all funds
due to DLGI under the Agreement between DLGI and INVESTORS.
3.2 In addition to the cash fee in paragraph 3.1, BCMI shall be granted
common stock purchase warrants ("Warrants") in an amount equal to Ten Percent
of the amount granted to INVESTORS or 30,000 shares warrant (whichever is
less), if any. The Warrants shall be granted to BCMI under the same terms and
conditions as those Warrants granted to INVESTORS.
3.3 The fee and Warrants due to BCMI shall be payable to BCMI through an
escrow account at closing at the same time as the funds are released to DLGI
and the stock certificates are released to INVESTORS.
3.4 Notwithstanding the closing of an Offering under this Agreement,
this Agreement will survive and continue to be in full force and effect
covering any subsequent transaction(s) that may close with INVESTORS within
the two-year period commencing on the closing date of the Offering.
4. OTHER
4.1 In the event of any dispute between DLGI and BCMI arising under or
pursuant to the terms of this Agreement, the same shall be settled only by
arbitration in accordance with the rules and regulations of the American
Arbitration Association. The determination of the arbitrators shall be final
and binding upon DLGI and BCMI and may be enforced in any court of appropriate
jurisdiction.
4.2 This Agreement contains the entire agreement between BCMI and DLGI
concerning the introduction of INVESTORS to DLGI and correctly sets forth the
rights and duties of each of the parties to each other. Any agreement or
representation concerning the subject matter of this Agreement or the duties
of BCMI to DLGI in relation thereto, not set forth in this Agreement, is null
and void.
4.3 This Agreement shall remain effective until May 3, 2005 or
terminated via mutual consent with 30 days prior notice.
IN WITNESS WHEREOF, the parties have signed this Agreement on the date
first written above.
DATALOGIC INTERNATIONAL, INC. BISCAYNE CAPITAL MARKETS
by: /s/ Xxxxx Xxxxxx by: /s/ Xxxx Xxxxxx
Xxxxx Xxxxxx XXXX XXXXXX
Chairman and CEO Managing Director
