Exhibit 10.9
FINANCIAL ADVISORY SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this 25th day of February, 1997, by and
between MARCH MOTORS MANUFACTURING COMPANY ("MMM"), a Minnesota corporation
headquartered in suburban Minneapolis, Minnesota, USA and AUSTIN FRIARS
SECURITIES LIMITED ("AFS"), a company registered in England, UK number 2205736;
WITNESSETH WHEREAS MMM is engaged in the development, production and marketing
of high quality motorcycle products and accessories for sale in the USA and most
overseas international regions and the design, development and production of
such motorcycle products will be carried on primarily in the United Kingdom
("UK) under contract with experienced engine and motor frame designers and
manufacturers;
FURTHER WHEREAS, AFS for many years has been involved in the business of
corporate finance and investment banking and incident thereto AFS has provided
professional financial advisory services to numerous companies both in the UK,
the USA;
FURTHER WHEREAS, MMM desires to retain the advisory services of AFS to assist
with financial and venture capital transactions, develop a well-known image for
MMM among the international investment community, assist with the promotion of
MMM products, and advised regarding any future acquisitions of MMM; and
FURTHER WHEREAS, AFS is willing to be employed in such an advisory services
capacity for MMM on the terms and conditions contained in this agreement.
NOW THEREFORE, for MMM's consideration and upon the mutual covenants and
promises contained in this Agreement, the parties hereto agree as follows:
1. Both parties hereto acknowledge that AFS has performed advisory
services to MMM during it's star up development stage which
transpired during 1996, particularly in assisting MMM in meeting and
entering into key relationships with the entities who are currently
designing and developing MMM's motorcycle products. Accordingly,
part of the consideration being given by MMM pursuant to this
Agreement is to fulfill these accrued obligations of MMM toward AFS
for the services extended by them to MMM during 1996 and early 1997
until the date of execution of this agreement.
2. Engagement Period
The services to be provided by AFS for MMM incident to this
Agreement shall be for a term commencing on the date hereof and
terminating 12 months from that date, and shall continue on a month
by month basis thereafter until terminated by either party hereto
upon 30 days written notice.
3. Retention of AFS
During the engagement period of the Agreement, MMM shall retain, and
does hereby retain, AFS to provide corporate finance and investment
banking services to MMM including but not limited to the following;
i) Any structural reorganizations or recapitalisations of MMM or
its British subsidiary deemed necessary to further the growth
and visibility of MMM in its industry and with the general
investment community;
ii) Advice to MMM regarding any future capital raising, whether
through debt or equity placements, including introductions of
MMM's officers and agents to key UK and European contacts for
their potential involvement in private or public placements of
securities of MMM and its products and future business
strategies;
iii) AFS will assist MMM with the preparation of a Research Report
for use in the investment banking and financial communities,
which report shall contain a comprehensive description of MMM
and its products and future business strategies;
iv) AFS will use its best efforts to promote the business plan and
products of MMM within the investment community of the UK and
certain European venues where AFS conducts its investment
banking transactions;
v) Liaison services between MMM and its UK associates who are
developing and producing the engines and body for its
motorcycle products;
vi) Assistance in the future to enable MMM's voting securities to
be admitted to the Official List of the London Stock Exchange,
of which AFS is a limited corporate member;
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vii) Acquisition services regarding any future acquisition or
merger transactions between MMM and the UK or other overseas
companies which would develop in a synergistic and beneficial
result to both parties of any such business combination, which
in certain cases may include the actual negotiating of such
business combination of behalf of MMM.
4. Compensation
For such advisory services, AFS shall receive:
i) One hundred thousand (100,000) common shares of MMM, which
shall be issued and delivered promptly after the execution of
this agreement by the parties hereto, and after such issuance
and delivery to AFS, all of such shares shall be fully paid
and nonassessable. AFS acknowledges hereby that such common
stock shall be issued by MMM in restricted form and shall not
be freely tradable unless subsequently registered or meeting
an appropriate exemption from such registration under any
applicable securities laws and regulations.
ii) Incident to any acquisition undertaken by MMM due to the
services of AFS, MMM shall pay AFS a merger of business
combination fee being the understanding of the parties hereto
that most likely such merger compensation will be based upon a
standard percentage fee depending upon the value of such
transaction to MMM.
iii) AFS shall be completely reimbursed for any expenses incurred
by AFS due to its performance of advisory services herunder
for the benefit of MMM.
5. General
i) Notices - Any notice to be given thereunder by either party to
the other party shall be in English and be sent by airmail to
the address set forth on the execution page of this agreement,
or to such further amended address as given in writing by
either party hereto to the other party from time to time.
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ii) Severability - If any provision of this Agreement or
obligation arising hereunder is determined to be invalid, void
or unenforceable or any reason, all remaining provisions shall
nevertheless continue in full force without being invalidated
or impaired in any way.
iii) Governing Law and Language - This Agreement shall be governed
and interpreted under the laws of the state of Minnesota and
controlled in all respects by the English language.
iv) Non-Waiver of Rights - The failure of either party hereto to
enforce any of the provisions of this Agreement shall not be
considered any kind of a waiver of such provisions of this
Agreement or the right of such party thereafter to enforce any
provisions of this Agreement.
v) Entire Agreement - This Agreement constitutes the entire and
only agreement between the parties hereto relating to the
matters contemplated herein, and supersedes and cancels any
prior agreement, understandings, commitments, negotiations
and/or representations in respect thereto, whether written or
oral; and this Agreement may not be released, discharged,
abandoned, changed or modified in any manner except by mutual
consent of all parties hereto in writing.
vi) Assignment - This Agreement cannot be assigned by either party
hereto without the express written consent of the other party.
This Agreement shall inure to the benefit of and bind the
parties hereto and their respective legal representatives,
successors and permitted assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered
into on the date first above written and executed by their respective duly
authorized representatives.
SIGNED by:
X.X. Xxxxxxx
----------------------
X.X. XXXXXXX, Director
for and on behalf of
AUSTIN FRIARS SECURITIES LIMITED
Austin Xxxxxx Xxxxx
0-0 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
SIGNED by:
Xxxxx X. Xxxxxx
----------------------
XXXXX X. XXXXXX, president
for and on behalf of
MARCH MOTORS MANUFACTURING COMPANY
Address
0000 Xxxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
