EXHIBIT 10.52
(Arrangement Agent Agreement Between InnoVet, Inc.
and Xxxxx, Xxxxxxxxxxxx dated March 17, 1997)
ARRANGEMENT AGENT AGREEMENT
This Agreement is made as of this 17th day of March, 1997, by
and between InnoVet, Inc., a Florida corporation, 00000 X. X. Xxx.
0, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 (the "Company") and Xxxxx,
Xxxxxxxxxxxx & Co. Limited, Xxxxx Xxxxx, 0-0 Xx. Xxxxx'x Xxxxxx,
Xxxxxx, Xxxxxxx, XX0X 0XX (the "Agent").
RECITALS
WHEREAS, the Agent is able to arrange a loan for the Company
of $65,000;
WHEREAS, the Agent has skill related to investment banking,
raising capital, mergers and acquisitions; and the Agent is in the
business of providing such services;
WHEREAS, the Company is interested in retaining the Agent to
assist it in those areas in which the Agent has skills; and
WHEREAS, the Agent is interested in performing such services
for the Company;
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration the parties, intending to be
legally bound, agree as follows:
1. Agent's Duties.
The Agent shall obtain a loan for the Company in the amount of
$65,000 to enable the Company to pay legal and accounting costs
connected with preparing and filing reports with state and federal
regulators, the NASDAQ, Inc. Stock Market and to conduct due
diligence of a company for the purpose of a merger. The Agent has
identified for the Company a merger candidate for it to consider.
2. Compensation and Expenses.
The Company shall pay the Agent at the closing on the loan of
$65,000 an arrangement fee of $5,000 plus an advance for fully
accountable out-of-pocket expenses in connection with the loan of
$10,000. Additionally, in the event the Agent introduces the
Company to an acquisition or merger candidate and the Company
enters into an acquisition or merger agreement with the candidate
but elects not to proceed, the Company will pay the acquisition
merger candidate a "break-up fee" of $25,000. The arrangement fee,
out-of-pocket expenses and any "break-up fee" that may be owed can,
at the option of the Company, be paid in shares of its common stock
issued pursuant to the exemption from securities registration under
Regulation S of the Securities Act of 1933 at a price of $.0025 per
share.
3. Confidentiality.
All data and information received by the Agent from the
Company in connection with the performance of its services shall be
treated as confidential and any materials that are provided to him
shall not be copied or divulged, directly or indirectly, to any
other person at any time except as may be necessary or desirable to
persons authorized by the Company. The Agent shall take all
necessary steps to prevent disclosure of any such information for
any such purposes other than as specified above. The Company
reserves the right to determine the nature and extent of disclosure
to the Agent.
4. Assignment.
The rights and obligations under this Agreement shall not be
assignable or transferrable by any party hereto without the prior
written approval of the other party. Such approval shall be at the
sole discretion of such other party and any assignment without such
written approval shall be void.
5. Complete Understanding.
This Agreement constitutes the complete understanding of the
parties and may not be altered, modified, amended or rescinded
except in writing and signed by the parties hereto.
6. Notices.
All notices which are required or which may be given under the
provisions of this Agreement shall be personally delivered, or sent
by certified or registered mail, return receipt requested to the
respective addresses set forth above, or to such other addresses
either party may subsequently designate in writing for the purpose
of receiving such notices.
7. Legal Fees and Costs; Venue; Governing Law.
In any litigation arising out of or relating to this Agreement
or the breach thereof, the prevailing party or parties shall be
entitled to recover reasonable attorneys fees and costs. Venue for
any such litigation shall be Palm Beach County, Florida. This
Agreement shall be governed by Florida law.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the date shown above.
INNOVET, INC.
By: /S/ Xxxxx X. Xxxxxxxxx
-------------------------------
Xxxxx X. Xxxxxxxxx, Executive
Vice President and Chief
Financial Officer
XXXXX, XXXXXXXXXXXX & CO. LIMITED
By: /S/ Xxxxx X. Xxxxxxx
-------------------------------
Printed Name: Xxxxx X. Xxxxxxx
Title: As Agent:VP of Xxxxx,
Fitzwilliam & Co.,L.P.
