FINDERS FEE AGREEMENT
THIS
FINDERS FEE AGREEMENT
(this
“Agreement”), entered into this 27th day of July, 2007, sets forth the
arrangement between Xxxxxxxx Group, LLC, a Florida limited liability company
(“Finder”), and Titan Global Holdings, Inc., a Utah corporation (“Company”),
with respect to consideration to which Finder may become entitled under the
terms and conditions set forth in this Agreement.
1. Purpose. Finder
has procured and presented an opportunity to the Company with respect to the
potential purchase by the Company of Appalachian Oil Company, Inc. and related
real estate assets (“Appco”). The Company had no contact with Appco or
understanding of its availability for purchase until such time as it was
introduced to the Company by the Finder.
2. Finder’s
Consideration.
If,
during the term of this Agreement the Company or any affiliate or assignee
of
the Company shall complete the purchase of Appco, Finder will be given
consideration as follows concurrently with the closing of the Appco
purchase:
(a)
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Finder
shall be paid a cash fee equal to
$750,000.
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(b)
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Finder
shall be issued a warrant in the form attached hereto as Exhibit
2 to
purchase 10,000,000 shares of the Company’s common stock, at an exercise
price of $1.30 per share (or on a cashless basis), exercisable for
a
period of ten years.
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3. Consummation
Required.
In
no
event will Company have any liability for consideration to Finder pursuant
to
this Agreement, unless the Appco acquisition shall close.
4. Independent
Contractor Relationship.
This
Agreement is intended to create an independent contractor relationship between
Finder and Company, which is described in Section 3508 of the Internal Revenue
Service Code, and shall be interpreted to effectuate such intent between the
parties.
Company
will not withhold any taxes from any consideration paid to Finder according
to
this Agreement. It is acknowledged and agreed by the parties that Company has
not, is not, and shall not be obligated to make, and that it is the sole
responsibility of Finder to make, in connection with consideration paid to
Finder according to this Agreement, all periodic filings and payments required
to be made in connection with any withholding taxes, FICA taxes, Federal
unemployment taxes, and any other federal, state or local taxes, payments or
filings required to be paid, made or maintained.
5. Confidential
Information. Finder
acknowledges that, pursuant to this Agreement, it may be given access to or
may
become acquainted with certain information, trade secrets or both, of Company,
including but not limited to, confidential information and trade secrets
regarding Appco or the Company and related materials, all relating to or useful
to Company (collectively, the “Confidential Information") and the exclusive
property of Company.
6. Nondisclosure
of Confidential Information.
During
the term of this Agreement and for a period of one year thereafter, Finder
shall
only disclose the Confidential Information in connection with its performance
pursuant to this Agreement, subject to the terms and conditions of this
Agreement, and otherwise, Finder shall not in any manner, either directly or
indirectly, divulge, disclose or communicate to any person or entity, any of
the
Confidential Information. Finder expressly agrees that the Confidential
Information affects the successful and effective conduct of Company’s business
and its good will, and that any breach of the terms of this Section by Finder
is
a breach of this Agreement.
7. Exceptions
to Nondisclosure.
Notwithstanding anything to the contrary contained in this Agreement, Finder
shall not be prohibited from disclosing to third parties, or using without
the
prior written consent of Company, information that (a) was, on the date of
this
Agreement, generally known to the public, (b) is as of the date of this
Agreement known to Finder, as evidenced by written records in the possession
of
Finder, (c) is subsequently disclosed to Finder by a third party who is in
lawful possession of such information and is not under an obligation of
confidence, (d) is disclosed by Company to third parties generally without
restriction on use and disclosure, or (e) is required to be disclosed by law
or
a final order of a court or other governmental agency or authority of competent
jurisdiction, provided, however, reasonable notice prior to any disclosure
as
required by applicable law or court process shall be given to Company which
would allow Company sufficient time to attempt to obtain injunctive relief
in
respect to such disclosure.
8. Notice.
Any
notice required under this Agreement shall be deemed duly delivered (and shall
be deemed to have been duly received if so given), if personally delivered,
sent
by a reputable courier service, or mailed by registered or certified mail,
postage prepaid, return receipt requested, addressed to the parties as
follows:
If to Finder: | If to Company: | |
Xxxxxxxx Group, LLC
0000 Xxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
Fax: 000.000.0000
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Titan Global Holdings, Inc
0000 Xxx Xxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Fax:
000.000.0000
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or
to
such other address as any party may have furnished to the other in writing
in
accordance with this Section.
9. Law
and Jurisdiction.
The
laws
of the State of Florida apply to this Agreement, without deference to the
principles of conflicts of law. Both jurisdiction and venue for any litigation
pursuant to this Agreement shall be proper in the courts of
Florida.
10. Severability.
If
the
law does not allow a provision of this Agreement to be enforced, such
unenforceable provision shall be amended to become enforceable and reflect
the
intent of the parties, and the rest of the provisions of this Agreement shall
remain in effect.
11. Waiver.
The
failure of any party, in any instance, to insist upon strict enforcement of
the
provisions of this Agreement shall not be construed to be a waiver or
relinquishment of enforcement in the future, and the terms of this Agreement
shall continue to remain in full force and effect.
12. Assignability. This
Agreement shall not be assignable by either party.
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13. Amendment. This
Agreement may only be amended or modified in a writing signed by both of the
parties and referring to this Agreement.
14. Attorneys’
Fees.
Company
agrees that in the event Finder’s fees are not paid promptly, Finder’s fees and
costs (including the cost of Finder’s time at his then standard rate of billing)
shall be recoverable by Finder in connection with the negotiation, settlement,
mediation, arbitration or an action to enforce payment of fees pursuant to
this
Agreement, whether or not an actual cause of action is filed.
15. Entire
Agreement.
This
Agreement constitutes the entire agreement and final understanding of the
parties with respect to the subject matter of this Agreement and supersedes
and
terminates all prior and/or contemporaneous understandings and/or discussions
between the parties, whether written or verbal, express or implied, relating
in
any way to the subject matter of this Agreement.
16. Execution
in Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which taken together shall constitute one in
the
same instrument. Confirmation of execution by electronic transmission of a
facsimile signature shall be binding on the confirming party.
IT
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
XXXXXXXX GROUP, LLC | ||||
By: | /s/ Xxxxx Xxxxxxxx | |||
Xxxxx Xxxxxxxx,
Managing Member
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Confirmed
and Agreed to:
this
27th day of July, 2007
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TITAN GLOBAL HOLDINGS INC. | ||||
By: | /s/ Xxxxx Chance | |||
Xxxxx Chance
Chief Executive Officer
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