Exhibit 10.13
AGREEMENT
Agreement entered into by ComLinx, Inc., a New Jersey corporation
("ComLinx"), and Xxxxxx System Ltd. Inc. ("Xxxxxx"), dated as of July 21, 2000.
ComLinx hereby appoints Xxxxxx to serve as its advisor to assist ComLinx in
obtaining equity financing in a targeted total amount of up to $2 million. As
part of such services, Xxxxxx will identify and initiate contact with
prospective financing sources known to Xxxxxx and identified to ComLinx ("Xxxxxx
Leads"). ComLinx and Xxxxxx shall maintain a list of the Xxxxxx Leads, which
shall be amended as needed from time to time to include any additional parties
identified by Xxxxxx as prospective financing sources.
Upon the closing of any equity investment with an Xxxxxx Lead, ComLinx
shall pay Xxxxxx for its services hereunder by issuing a warrant to Xxxxxx for
the purchase of ComLinx common stock (an "Xxxxxx Warrant"). The Xxxxxx Warrant
issued upon any such closing will enable the holder thereof to purchase 0.2% of
ComLinx's pro forma common shares outstanding for each $100,000 invested by an
Xxxxxx Lead.
For purposes of computing ComLinx's common shares outstanding, all
securities and options convertible into, or exerciseable for, shares of ComLinx
common stock shall be deemed to be converted or exercised. The parties agree
that as of the date of this agreement, ComLinx has 5,000 shares of common stock
outstanding after giving effect to such deemed conversion and exercise. If after
the date of this agreement, ComLinx shall issue any shares of common stock, or
any securities or options convertible into, or exerciseable for, shares of
ComLinx common stock, other than for cash consideration (e.g., for services),
then the number of shares issuable upon exercise of the Xxxxxx Warrants shall be
increased to offset the resulting dilution to share ownership percentage.
Examples of such calculation are set forth in the following table, based on
the 5,000 common shares deemed outstanding at the date of this agreement:
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Investment by Xxxxxx Lead Warrant % Number of ComLinx Common Shares
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$100,000 0.2% 10
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$1,000,000 2.0% 100
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$2,000,000 4.0% 200
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This agreement may be cancelled by either party at any time, provided,
however, that Xxxxxx shall be entitled to full compensation hereunder if ComLinx
shall close any equity financing with any Xxxxxx Lead within three years of the
date of this Agreement.
COMLINX, INC. XXXXXX SYSTEM LTD. INC.
/s/Xxxx Xxxx /s/Xxxxxx X. Xxxxxxxxxx
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By: Xxxx Xxxx By:Xxxxxx X. Xxxxxxxxxx
President and Chief Executive Officer Treasurer
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