FINDER'S FEE AGREEMENT
This Finder's Fee Agreement ("Agreement") between Resultz Media Group
Corp. ("Representative") and Amerilithium Corp. ("Company")
Whereas, the representative has agreed to introduce the Company to
third parties described herein, for the purpose of evaluating a
potential transaction involving either an equity or debt financing (a
"financing") or a direct or indirect acquisition, merger,
consolidation, restructuring, or any similar or related transaction of
all or substantially all of the assets by the Company of a third party
entity or the acquisition of a majority of such entity's outstanding
common stock ("Acquisition") (a Financing or an Acquisition shall be
known as a "Transaction"); and
Whereas, in order to induce the Representative to introduce third
parties described herein to the Company, the Company has agreed, for
itself, and on behalf of its directors, officers, employees, agents,
advisors, affiliates or their respective representatives, to compensate
Representative in the event that the Company consummates a Transaction
with a third party described herein, upon the terms and conditions set
forth herein:
Now, Therefore, in consideration of the mutual covenants contained
herein, and intending to be legally bound, the parties hereto agree as
follows:
1. Terms of Compensation
a) It is understood that in the event the representative directly
introduces Company to a person or entity, not already having a
preexisting relationship with the Company, with whom Company, or its
nominees, ultimately finances or causes the completion of a Financing
with a person or entity, Company agrees to compensate representative
for such services with a "finder's fee" in the amount of 5% of total
gross funding provided by such lender or equity purchaser, such fee to
be payable in cash.
b) The Company agrees that said compensation to the Representative
shall be paid in full at the time said financing or acquisition/merger
is closed, such compensation to be transferred by Company to
Representative within five (5) business days of the closing of a
financing, merger or acquisition transaction.
c) It is specifically understood that Represent6ative is acting as a
"Finder" only, is not a licensed securities or real estate broker or
dealer, and shall have no authority to enter into any commitments on
the Company's behalf, or to negotiate the terms of a merger, or to hold
any funds or securities in connection with a merger or to perform any
act which would require the Representative to become licensed as a
securities or real estate broker or dealer. The consummation of any
transaction shall be separately negotiated between the Company and the
person or entity introduced by the Representative. All information
regarding the Company will be presented by the Company to any
prospective person or entity and any investment decision by the person
or entity introduced by the Representative shall be solely made by
person or entity introduced by the Representative based on
representations and information provided by the Company. Any
obligation to pay the consideration in this Section hereunder shall
survive the merging, acquisition, or other change in the form of entity
of the Company and to the extent it remains unfulfilled shall be
assigned and transferred to any successor to the Company. The Company
agrees that no reference to the Representative will be made in any
press release or advertisement of any transaction without the express
approval, in writing, of such release by Representative.
2. Assignment
This agreement may not be assigned by either party without written
notice, confirmation of the same and signed agreement of the same.
3. Entire Agreement
This document contains the entire agreement of the parties hereto and
may only be changed by a written agreement signed by both parties. If
any Section of this Agreement or portion thereof is deemed invalid or
unenforceable, the affected Section or portion thereof shall be deemed
deleted or amended to delete that language deemed invalid or
unenforceable.
4. Copy of Agreement
The Company recognizes and understands the complete terms of this
agreement and has been given the opportunity to review discuss and
assess all terms as listed, and addition has maintained and secured a
signed copy for its own records and files.
In Witness Whereof, the parties hereto have hereunder executed this
Agreement as of the day and year first written.
/s/Xxxxxxx Xxxxxxx Date: Sept 29, 2010
Print Name & Title: Xxxxxxx Xxxxxxx
Per: Authorized Signatory/Position CEO
Resultz Media Group Corp. Date: Sept 29, 2010
/s/Xxxx Xxxxxxx per RMG Corp.
Per: Authorized Signatory
