EXHIBIT 4.1
THIS AGREEMENT is dated for reference the 1/st/ day of December, 1999.
BETWEEN:
INFORMATION XXXXXXX.XXX, INC.
#185, 00000 Xxxxxxxxxxx Xxx
Xxxxxxxx, X.X. X0X 0X0
(hereinafter referred to as "IHWY")
OF THE FIRST PART
AND:
XXXXX X. XXXXXX
000 Xxxxx Xxxx Xxxxxx
Xxxxx, Xxxx 00000
(hereinafter referred to as "Savage")
OF THE SECOND PART
WHEREAS:
A. IHWY wishes to raise funds for marketing its 20-City roll out program for
the Virtual Internet service using the Level 3 fibre optic backbone and for
marketing the ADSL service in the Eastern United States (Xxxx Atlantic
area). and has agreed to enter into an agreement with Savage whereby Savage
will assist in the customer relations and assist in raising up to
$4,000,000.00 for IHWY.;
NOW THEREFORE in consideration of the mutual covenants and conditions set forth
herein, the parties hereto agree as follows:
1. Savage agrees to assist IHWY with its customer relations and will assist in
raising up to $4,000,000.00 by way of a private placement financing within
90 days of execution of this agreement.
2. In consideration for Savage assisting IHWY in raising funds up to
$4,000,000.00, IHWY agrees to pay a finder's fee equal to 10% of the
proceeds raised, which proceeds shall be paid to IHWY upon the successful
completion of the private placement and issuance of securities.
3. In consideration for Savage assisting IHWY in successfully raising up to
$4,000,000.00 by way of a private placement, IHWY agrees to grant to Savage
share purchase warrants to purchase up to an aggregate of 100,000 shares of
IHWY, which warrants shall be exercisable for a period of three years from
the date of issuance, exercisable at a price of $4.00 per share.
4. In consideration for Savage assisting IHWY in customer relations, IHWY
agrees to grant to Savage share purchase warrants over a two year period,
which warrants shall be exercisable for a period of five years from the
date of issuance, and shall be exercisable as follows:
(a) during the first year of service share purchase warrants to purchase
up to an aggregate of 150,000 shares of common stock at a price of
$4.00 per share; and
(b) during the second year of service additional share purchase warrants
to purchase up to an aggregate of 150,000 shares of common stock at a
price of $5.00 per share.
5. The term of this Agreement is three years from the date of execution. This
Agreement may be terminated by IHWY with 30 days written notice to Savage
in the event that Savage is unsuccessful in assisting IHWY in raising the
financing within 90 days and/or carrying out customer relations to the
satisfaction of the Board of Directors of IHWY, to be reviewed every thirty
days during the term of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
INFORMATION XXXXXXX.XXX, INC.
/s/ Xxxxx X. Xxxxxx /s/ Xxxx Xxxxxxxxx
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XXXXX X. XXXXXX Signature
Xxxx Xxxxxxxxx
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Print Name
President
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Title
