FINDER'S AGREEMENT
THIS AGREEMENT made on 17th day of August, 1999, by and between AVALON RESEARCH
GROUP INC. ("AVALON") and COMMODORE APPLIED TECHNOLOGIES, INC. ("CXI"),
1. THE PARTIES
1.1 CXI, a corporation, with its principal office at 000 Xxxx 00xx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, Now York 10155 (tel.: 000-000-0000; fax
000-000-0000).
1.2 AVALON, a corporation, with its principal office at 0000 Xxxxxx Xxxx,
Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 (tel.: 000-000-0000; fax:
000-000-0000; email; xxxxxx@xxxxxxxxxxxxxx.xxx.
1.3 The persons executing this Agreement represent that they have full and
complete authority to enter into this Agreement on behalf of their
respective companies.
2. THE AGREEMENT
2.1 CXI seeks a purchaser of all or part of a private placement offering
(`Offering"). The offering shall be for any combination of equity
and/or debt on terms and conditions satisfactory to CXI. As a result
of the introduction made through AVALON to a buyer of the Offering
(referred to herein as "INVESTORS") or any related entity under
INVESTORS' control, should the Offering be closed with INVESTORS
within one year, hereof, CXI shall owe AVALON the fees described
herein. Should CXI close on any introduced transactions under this
Agreement, that in itself shall serve as proof that the Offering met
the terms and conditions that were satisfactory to CXI.
2.2 It is acknowledged by CXI that: AVALON has acted solely as a finder
and not in any other capacity; AVALON has not advised CXI in any
manner regarding the merits of this or any other transaction; CXI has
consulted its own counsel on all aspects of this Offering and has done
its own due diligence to its satisfaction; AVALON has not made any
representations to CXI.
2.3 AVALON is a NASD broker/dealer and NASDAQ Market Maker. INVESTORS may
be clients of AVALON. AVALON may make a market in CXI. AVALON, or its
clients, may have positions or trade in CXI at any time.
2.4 CXI shall be under no obligation to pay any fee or other monies
whatsoever to AVALON on account of this Agreement unless (a) the
purchase of the Offering contemplated by this Agreement has closed
with INVESTORS and (b) the purchase of the Offering has resulted from
the introduction by AVALON to CXI of INVESTORS.
2.5 Prior to introduction to any particular investor, AVALON will first
disclose the identity of that proposed investor to CXI. CXI, at its
sole discretion, can approve or decline whether such introduction can
be made to that investor. If CXI does not approve or decline whether
such introduction can be made to that investor within 24 hours of the
disclosure of the identity of that investor by AVALON to CXI, then
such inaction shall be deemed an approval.
2.6 This Agreement will expire sixty days from the date first above at
which time neither party will have any obligations towards the other
party unless introduced INVESTORS are actively negotiating with CXI at
expiration time, then this Agreement will survive until such time as
the active dealings either terminate or an Offering is dosed.
3. TEE FEE
3.1 In consideration of its services, AVALON shall be paid by CXI a sum
equal to Ten Percent (10%) of all funds raised upon the closing of the
transaction, The term "funds raised" shall include all funds due to
CXI under the Agreement between CXI and INVESTORS regardless of when
those funds may be payable to CXI.
3.2 In addition to the cash fee in paragraph 3.1, AVALON shell be granted
100,000 common stock purchase warrants ("Warrants") per $1 million
raised, or such part thereof as pro-rated. The
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Warrants shall have an exercise price of 110% of the average dosing
price of the common stock over the 5-day trading period ending on the
day prior to the closing of this Offering (as reported by Bloomberg).
Such Warrants shall expire five years from the closing date of the
Offering end shall piggyback on the next registration statement made
after issue of the Warrants.
3.3 The fee due to AVALON shall be payable to AVALON through an escrow
account at closing at the same time as the funds are released to CXI
and the stock certificates are released to INVESTORS. The Warrants due
to AVALON shall be payable to AVALON not later than sixty days from
the date of closing. If CXI fails to issue the Warrants as per this
paragraph, AVALON shall be entitled to a penalty of an additional 10%
of the amount of the Warrants due per calendar quarter until such
Warrants are issued. The additional Warrants to be granted under the
penalty provision herein shall not be prorated.
4. OTHER
41. In the event of any dispute between CXI and AVALON arising under or
pursuant to the terms of this Agreement, the same shall be settled
only by arbitration in the County of Palm Beach, State of Florida, in
accordance with the rules and regulations of the American Arbitration
Association. The determination of the arbitrators shall be final and
binding upon CXI and AVALON and may be enforced in any court of
appropriate jurisdiction.
4.2 This Agreement shall be construed by and governed under the laws of
the State of Florida.
4.3 This Agreement contains the entire agreement between AVALON and CXI
concerning the introduction of INVESTORS to CXI and correctly sets
forth the rights and duties of each of the parties to each other. Any
agreement or representation concerning the subject matter of this
Agreement or the duties of AVALON to CXI in relation thereto, not set
forth in this Agreement, is null and void.
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IN WITNESS WHEREOF, the parties have signed this Agreement on the date first
written above.
COMMDODORE APPLIED TECHNOLOGIES. INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, Chairman
AVALON RESEARCH GROUP, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, General Counsel
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