INVESTMENT BANKING AGREEMENT
This Agreement is made on December 9, 1999, by and between Telecom Wireless
Corporation, a Utah corporation ("Contractor") with its principal offices at
0000 XXX Xxxxxxxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 and Xxxxxxx-Xxxxxx
Investment Bankers, a California LLC, ("HAMPTON") with its principal offices
at 000 X Xxxxxxxx 00xx Xx. Xxx Xxxxx, XX 00000.
Witnesseth
WHEREAS, Contractor requires expertise in the area of investment banking to
support it's business and growth;
WHEREAS, HAMPTON has substantial contacts among the members of the investment
community, investment banking expertise, and desires to act as a consultant
to provide investment banking and advisory services;
NOW, THEREFORE, in consideration of the premise and the mutual promises and
covenants contained herein and subject specifically to the conditions hereof,
and intending to be legally bound thereby, the parties agree as follows:
1. CERTAIN DEFINITIONS - When used in this Agreement, the following terms
shall have the meanings set forth below:
1.1 AFFILIATE - any persons or entities controlled by a party.
---------
1.2 CONTRACTOR - the Contractor who use the services of HAMPTON.
----------
1.3 CONTRACTOR CLIENTS - the Contractor's clients who use the services of
HAMPTON through the Contractor.
1.4 CONTACT PERSON - the person who shall be primarily responsible for
carrying out the duties of the parties hereunder. Contractor and
HAMPTON shall each appoint a Contact Person to be responsible for
their respective duties. In the event that one party gives notice to
the other party in writing that, in their reasonable opinion, the
other party's Contact Person is not able to fulfill their duties and
responsibilities hereunder, both parties shall mutually agree upon a
replacement Contact Person within 10 days of the said notice.
1.5 EXTRAORDINARY EXPENSES - expenses that are beyond those expenses that
are usual, regular, or customary in the conduct of in-house
activities in fulfillment of the scope of this agreement.
Page 1 of 13
1.6 EQUITY - cash, securities or liquid assets, specifically excluding
real property.
1.7 PAYMENT OR PAYABLE IN KIND - distribution of the proceeds of a
transaction in the same type and form as was given as valuable
consideration for the transaction.
2. CONTACT PERSONS. The Contact Person for Contractor is Xxxxx X. Xxxxxxx,
Chairman/CEO. The Contact Person for HAMPTON is Xxxxxxx X. Xxxxxx,
President.
3. SERVICES TO BE RENDERED BY HAMPTON. Services to be rendered, on a best
efforts basis, by HAMPTON are as follows:
3.1 ADVICE AND COUNSEL. HAMPTON will provide advice and counsel regarding
Contractor's strategic business and financial plans, strategy and
negotiations with potential lenders/investors, merger/acquisition
candidates, joint ventures, corporate partners and others involving
financial and financially related transactions.
3.2 INTRODUCTIONS TO THE SECURITIES BROKERAGE COMMUNITY. HAMPTON has a
close association with numerous broker/dealers and investment
professionals across the country and will enable contact between
Contractor and/or Contractor Clients to facilitate business
transactions among them. HAMPTON shall use their contacts in the
brokerage community to assist Contractor in establishing
relationships with securities dealers and to provide the most recent
corporate information to interested securities dealers on a regular
and continuous basis. HAMPTON understands that this is in keeping
with Contractor's business objective to establish a nationwide
network of securities dealers who have an interest in Contractor's
securities.
3.3 MARKET-MAKING INTELLIGENCE. HAMPTON's clearing agent, Fiserv
Correspondent Services, is a market-maker in numerous securities, and
HAMPTON has access to proprietary information through Fiserv's
market-making facilities and personnel. HAMPTON will monitor and
react to sensitive market information on a timely basis and provide
advice and counsel and proprietary intelligence (including but not
limited to information on price, volume and the identification of
market-makers, buyers and sellers) to Contractor in a timely fashion
with respect to securities in which Contractor has an interest.
Contractor understands that this information is available from other
sources but acknowledges that HAMPTON can provide it in a more timely
fashion and with substantial value-added interpretation of such
information. The foregoing
Page 2 of 13
notwithstanding, no information will be provided to Contractor with
respect to the activities of any other HAMPTON customers or customer
accounts without such customer's prior consent.
3.4 CONTRACTOR AND/OR CONTRACTOR CLIENT TRANSACTION DUE DILIGENCE.
HAMPTON will undertake due diligence on all proposed financial
transactions affecting the Contractor, of which HAMPTON is notified
in writing in advance, including investigation and advice on the
financial, valuation and stock price implications thereof.
3.5 ADDITIONAL DUTIES. Contractor and HAMPTON shall mutually agree upon
any additional duties, which HAMPTON may provide for compensation
paid or payable by Contractor under this Agreement. Such additional
agreement(s) may, although there is no requirement to do so, be
attached hereto and made a part hereof by written amendments to be
listed as "Exhibits" beginning with "Exhibit A" and initialed by both
parties.
3.6 BEST EFFORTS. HAMPTON shall devote such time and best efforts to the
affairs of the Contractor as is reasonable and adequate to render the
consulting services contemplated by this agreement. HAMPTON is not
responsible for the performance of any services which may be rendered
hereunder without the Contractor providing the necessary information
in writing prior thereto, nor shall HAMPTON include any services that
constitute the rendering of any legal opinions or performance of work
that is in the ordinary purview of the Certified Public Accountant.
HAMPTON cannot guarantee results on behalf of Contractor, but shall
pursue all avenues available through its' network of financial
contacts. At such time as an interest is expressed in Contractor's
needs, HAMPTON shall notify Contractor and advise it as to the source
of such interest and any terms and conditions of such interest. The
acceptance and consummation of any transaction is subject to
acceptance of the terms and conditions by Contractor. It is
understood that a portion of the compensation to be paid hereunder is
being paid hereunder by Contractor to have HAMPTON remain available
to assist with transactions on an as-needed basis.
4. COMPENSATION TO HAMPTON.
4.1 INITIAL FEES. Contractor shall pay HAMPTON a non-refundable initial
fee of $500,000. In lieu of a $500,000 cash fee the Contractor shall pay
HAMPTON 550,000 (Five Hundred Fifty Thousand) shares of the company's
stock that will be registered and become free trading no later than
February 21, 2000 and 1,000,000 (One Million) warrants exercisable at
$5.50 per share and expiring three years from the signing of this contract
for HAMPTON's initial set-up of activities which are necessary for HAMPTON
to provide the services herein. In the event that the 550,000 shares are
not free trading by March 21, 2000 then a penalty will apply and will be
payable in the amount of 200,000 (Two Hundred Thousand) additional
Page 3 of 13
shares of free trading stock. Warrants are due on signing and shall have
piggyback registration rights.
4.2 ADDITIONAL FEES. Contractor and HAMPTON shall mutually agree upon any
additional fees, which Contractor may, pay in the future for services
rendered by HAMPTON under this Agreement. Such additional agreement(s)
may, although there is no requirement to do so, be attached hereto and
made apart hereof as Exhibits beginning with Exhibit A.
4.3 OPTIONAL FORM OF PAYMENT. HAMPTON may, at the time for each payment
and at its' option, elect to receive all or a portion of said fees in the
form of securities, equity, or financing instruments issued by Contractor
to HAMPTON on terms agreed by Contractor in writing.
4.4 EXTRAORDINARY EXPENSES. Extraordinary expenses (those not defined in
4.7) of HAMPTON shall be submitted to Contractor for approval prior to
expenditure and shall be paid by Contractor, within ten (10) business days
of receipt of HAMPTON's request for payment.
4.5 FINDER FEES.
A. In the event that HAMPTON, on a non-exclusive basis introduces
Contractor or a Contractor affiliate to any third party funding
source(s), underwriter(s), merger partner(s) or joint venture(s) who
enters into a funding underwriting merger joint venture or similar
agreement with Contractor or Contractor's affiliate, Contractor
hereby agrees to pay HAMPTON advisory fees based on the following
schedule derived from such funding, underwriting, merger, joint
venture or similar agreement with Contractor or Contractor's client,
unless generally accepted industry standards or SEC Rules and
regulations dictate otherwise, payable upon the commencement of such
funding, underwriting, merger, joint venture or similar agreement
with Contractor or Contractor's client. This provision shall survive
this agreement for a period of two and half years event though the
term of this agreement may have expired, as pursuant to the section
titled "Term of Agreement and Termination".
FEE SCHEDULE
------------
5% on First 5,000,000
4% on Next 1,000,000
3% on Next 1,000,000
2% on Next 1,000,000
1% on Balance
X. XXXXXXX may, at its' sole option, elect to receive all or a
portion of said advisory fees as payment in kind, i.e., prorated in
the same form and
Page 4 of 13
type of securities, equity or financing instruments issued to the
funding source or underwriter by Contractor. In the event the
exercise of this option results in additional expense over and above
the expense of the funding and/or underwriting then the additional
expenses shall be borne by HAMPTON. In addition the exercise of this
option by HAMPTON shall not impede or otherwise have a negative
effect on the funding or underwriting. As determined by the
underwriter or funding source, however, the issuance will not be
unreasonably withheld.
4.6 INTEREST ON FUNDS DUE. Contractor shall pay interest on all payments
in arrears due HAMPTON, at the rate of ten percent (10%) per annum.
4.7 EXPENSES. All expenses including, but not limited to, all registration
fees paid to the Securities and Exchange Commission, fees and expenses of
accountants, fees and expenses of legal counsel, printing and engraving
expenses, postage and distribution fees, transfer agent fees, escrow fees,
NASD registration or exchange listing fees (but not including underwriting
discounts and commissions relating to shares and warrants of any holder
being offered thereby and fees and expenses of any special counsel of any
selling shareholder) of any registration(s) made pursuant to paragraph
(4.1) hereof shall be borne and paid by the Contractor. Underwriting
discounts and commissions shall be borne pro rata by any selling
shareholder in proportion to the number of shares being offered by such
selling shareholder.
5. INDEMNIFICATION. The Contractor agrees to indemnify and hold harmless
HAMPTON, each of its officers, directors, employees and each person, if
any, who controls HAMPTON against any and all liability, loss and costs,
expenses or damages, including but not limited to, any and all expenses
whatsoever reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever
or howsoever caused by reason of any injury (whether to body, property,
personal or business character or reputation) sustained by any person or
to any person or property by reason of any act, neglect, default or
omission, or any untrue or alleged untrue statement of a material fact, or
any misrepresentation of any material fact or any breach of any material
warranty or covenant as the Contractor or any of its agents, employees, or
other representatives arising out of, or in relation to, this Agreement.
Nothing herein is intended to nor shall it relieve either party from
liability for its own act, omission or negligence. All remedies provided
by law, or in equity shall be cumulative and not in the alternative.
HAMPTON agrees to indemnify and hold harmless Contractor, each of its
officers, directors, employees and each person, if any, who controls
Contractor against any and all liability, loss and costs, expenses or
damages, including but not limited to, any and all expenses whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever or howsoever
caused by reason of any injury (whether to body,
Page 5 of 13
property, personal or business character or reputation) sustained by any
person or to any person or property by reason of any act, neglect, default
or omission, or any untrue or alleged untrue statement of a material fact,
or any misrepresentation of any material fact or any breach of any
material warranty or covenant as HAMPTON or any of its agents, employees,
or other representatives arising out of, or in relation to, this
Agreement. Nothing herein is intended to nor shall it relieve either party
from liability for its own act, omission or negligence. All remedies
provided by law, or in equity shall be cumulative and not in the
alternative.
6. CONTRACTOR REPRESENTATIONS. Contractor hereby represents, covenants and
warrants to HAMPTON as follows:
6.1 AUTHORIZATION. Contractor and its signatories herein have full power
and authority to enter into this Agreement and to carry out the
transactions contemplated hereby.
6.2 NO VIOLATION. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will violate any
provision of the charter or by-laws of Contractor, or violate any terms of
provision of any other Agreement or any statute or law.
6.3 AGREEMENT IN FULL FORCE AND EFFECT. All contracts, agreements, plans,
leases, policies, and licenses referenced herein to which Contractor is a
party are valid and in full force and effect.
6.4 LITIGATION. Except as set forth below, there is no action, suit,
inquiry, proceeding or investigation by or before any court or
governmental or other regulatory or administrative agency or commission
pending or, to the best knowledge of Contractor threatened against or
invoking Contractor, or which questions or challenges the validity of this
Agreement and its subject matter, and Contractor does not know or have any
reason to know of any valid basis for any such action, proceeding or
investigation.
6.5 CONSENTS. No consent of any person, other than the signatories hereto,
is necessary to the consummation of the transactions contemplated hereby,
including, without limitation, consents from parties to loans, contracts,
lease or other Agreements and consents from governmental agencies, whether
federal, state, or local.
6.6 HAMPTON RELIANCE. HAMPTON has and will rely upon the documents,
instruments and written information furnished to HAMPTON by the
Contractor's officers or designated employees.
Page 6 of 13
A. CONTRACTORS MATERIAL. All representations and statements provided
herein about the Contractor are true and complete and accurate to the
best of Contractor's knowledge. Contractor agrees to indemnify, hold
harmless, and defend HAMPTON, its officers, directors, agents and
employees at Contractor's expense for any proceeding or suit which
may raise out of any inaccuracy or incompleteness of any such
material or written information supplied to HAMPTON.
B. CONTRACTOR CLIENT AND OTHER MATERIAL. Contractor warrants that all
representation and statements provided, other than that about the
Contractor, are, to the best of its knowledge, true, complete and
accurate.
6.7 SERVICES NOT EXPRESSED OR IMPLIED.
X. XXXXXXX has not agreed with Contractor in this Agreement or any
other Agreement, verbal or written, to be a market-maker (but may be
a placement agent by other "Selling Agreement" from time-to-time) in
Contractor's securities or in any specific securities or securities
in which Contractor or Contractor's Client has an interest; and
B. Any payments made herein to HAMPTON are not, and shall not be
construed as, compensation to HAMPTON for the purposes of making a
market, to cover HAMPTON out-of-pocket expenses for making a market,
or for the submission by HAMPTON of an application to make a market
in any securities; and
C. No payments made herein to HAMPTON are for the purpose of
affecting the price of any security or influencing any market-making
functions, including but not limited to bid/ask quotations,
initiation and termination of quotations, retail securities
activities, or for the submission of any application to make a
market.
7. CONFIDENTIALITY.
7.1. HAMPTON and Contractor each agree to provide reasonable security
measures to keep information confidential where release may be detrimental
to their respective business interests. HAMPTON and Contractor shall each
require their employees, agents, affiliates, subcontractors, other
licensees, and others who will have access to the information through
HAMPTON and Contractor respectively, to first enter appropriate
non-disclosure Agreements requiring the confidentiality contemplated by
this Agreement in perpetuity.
7.2 HAMPTON will not, either during its engagement by the Contractor
pursuant to this agreement or at any time thereafter, disclose, use or
make known for its or another's benefit, any confidential information,
knowledge, or data of the
Page 7 of 13
Contractor or any of its affiliates in any way acquired or used by HAMPTON
during its engagement by the Contractor. Confidential information,
knowledge or data of the Contractor and its affiliates shall not include
any information, which is, or becomes generally available to the public
other than as a result of a disclosure by HAMPTON or its representatives.
8. MISCELLANEOUS PROVISIONS.
8.1 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified
and supplemented only by written agreement of HAMPTON and Contractor.
8.2 WAIVER OF COMPLIANCE. Any failure of HAMPTON, on the one hand, or
Contractor, on the other, to comply with any obligation, agreement, or
condition herein may be expressly waived in writing, but such waiver or
failure to insist upon strict compliance with such obligation, cotenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.
8.3 EXPENSES; TRANSFER TAXES, ETC. Whether or not the transaction, if any,
contemplated by this Agreement shall be consummated, HAMPTON agrees that
all fees and expenses incurred by HAMPTON in connection with this
Agreement shall be borne by HAMPTON and Contractor agrees that all fees
and expenses incurred by Contractor in connection with this Agreement
shall be borne by Contractor, including, without limitation as to HAMPTON
or Contractor, all fees of counsel and accountants.
8.4 OTHER BUSINESS OPPORTUNITIES. Except as expressly provided in this
Agreement, each party hereto shall have the right independently to engage
in and receive full benefits from business activities. In case of business
activities which would be competitive with the other party, notice shall
be given prior to this Agreement or, if such activities are proposed,
within ten (10) days prior to engagement therein. The doctrines of
"corporate opportunity" or "business opportunity" shall not be applied to
any other activity, venture, corporation of either party.
8.5 COMPLIANCE WITH REGULATORY AGENCIES. Each party agrees that all
actions, direct or indirect, taken by it and it's respective agents,
employees and affiliates in connection with this agreement any financing
or underwriting hereunder shall conform to all applicable Federal and
State securities laws.
8.6 NOTICES. Any notices to be given hereunder by any party to the other
may be effected by personal delivery in writing or in by mail, registered
or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the "Contact Person" at the addresses
appearing in the introductory paragraph
Page 8 of 13
of this Agreement, but any party may change his address by written notice
in accordance with this subsection. Notices delivered personally shall be
deemed communicated as of actual receipt; mailed notices shall be deemed
communicated as of five (5) days after mailing.
8.7 ASSIGNMENT. This agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement
nor any right, interest or obligations hereunder will be assigned by any
of the parties hereto without the prior written consent of the other
parties, except by operation of law.
8.8 DELEGATION. Neither party shall delegate the performance of its duties
under this agreement without the prior written consent of the other party.
8.9 PUBLICITY. Neither HAMPTON nor Contractor shall make or issue, or
cause to be made or issued, any announcement or written statement
concerning this Agreement or the transaction contemplated hereby for
dissemination to the general public without the written consent of the
other party. This provision shall not apply, however, to any announcement
or written statement required to be made by law or the regulations of any
Federal or State governmental agency, except that the party concerning the
timing and consent of such announcement before such announcement is made.
8.10 GOVERNING LAW. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance
with the laws of the State of California, without regard to its
conflict of law doctrine. Contractor and HAMPTON agree that if
any action is instituted to enforce or interpret any provision
of this Agreement, the jurisdiction and venue shall be Los
Angeles County, CA.
8.11 COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
8.12 HEADINGS. The heading of the sections of this Agreement are inserted
for convenience only and shall not constitute a part hereto or affect in
any way the meaning or interpretation of this Agreement.
8.13 ENTIRE AGREEMENT. This Agreement, including any Exhibits hereto, and
the other documents and certificates delivered pursuant to the terms
hereto, sets forth the entire Agreement and understanding of the parties
hereto in respect of the subject matter contained herein, and supersedes
all prior agreements, promise, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer,
employee or representative of any party hereto.
Page 9 of 13
8.14 THIRD PARTIES. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or corporation other than
the parties hereto and their successors or assigns, any rights or remedies
under or by reason of this Agreement.
8.15 ATTORNEYS' FEES AND COSTS. If any action is necessary to enforce and
collect upon the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees and costs, in addition to any other
relief to which that party may be entitled. This provision shall be
construed as applicable to the entire Agreement.
8.16 SURVIVABILITY. If any part of this Agreement is found, or deemed by a
court of competent jurisdiction to be invalid or unenforceable, that part
shall be severable from the remainder of the Agreement.
8.17 FURTHER ASSURANCES. Each of the parties agrees that it shall from
time-to-time take such actions and execute such additional instruments as
may be reasonably necessary or convenient to implement and carry out the
intent and purpose of this Agreement.
8.18 RIGHT TO DATA AFTER TERMINATION. After termination of this Agreement
each party shall be entitled to copies of all information acquired
hereunder as of the date of termination and not previously furnished to
it.
8.19 RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement
shall be deemed to constitute either party to become the partner of the
other, the agent or legal representative of the other, nor create any
fiduciary relationship between them, except as otherwise expressly
provided herein. It is not the intention of the parties to create nor
shall this Agreement be construed to create any commercial relationship or
other partnership. Neither party shall have any authority to act for or to
assume any obligation or responsibility on behalf of the other party,
except as otherwise expressly provided herein. The rights, duties,
obligations and liabilities of the parties shall be separate, not joint or
collective. Each party shall be responsible only for its obligations as
herein set out and shall be liable only for its share of the costs and
expenses as provided herein.
8.20 NO AUTHORITY TO OBLIGATE THE CONTRACTOR. Without the consent of the
Board of Directors of the Contractor, HAMPTON shall have no authority to
take, nor shall it take, any action committing or obligating the
Contractor in any manner, and it shall not represent itself to others as
having such authority.
9. ARBITRATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED
HEREBY ACKNOWLEDGE THAT:
A. ARBITRATION IS FINAL AND BINDING ON THE PARTIES;
Page 10 of 13
B. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT, INCLUDING
THEIR RIGHT TO JURY TRIAL;
C. PRE-ARBITRATION DISCOVER IS GENERALLY MORE LIMITED AND DIFFERENT FROM
COURT PROCEEDING;
D. THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO SEEK MODIFICATION OF
RULING BY THE ARBITRATORS IS STRICTLY LIMITED;
E. THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH SECURITIES INDUSTRY; AND
F. THIS ARBITRATION AGREEMENT IS SPECIFICALLY INTENDED TO INCLUDE ANY AND
ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY.
G. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN THE CONTRACTOR,
HAMPTON OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES,
ATTORNEYS, ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER
PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF
THIS AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH
LITIGATION.
H. THE UNDERSIGNED CONTRACTOR HEREBY AGREES TO SUBMIT THE DISPUTE FOR
RESOLUTION TO EITHER THE AMERICAN ARBITRATION ASSOCIATION, IN LOS ANGELES,
CALIFORNIA, OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., IN
LOS ANGELES, CALIFORNIA , WHICHEVER ASSOCIATION MAY ASSERT JURISDICTION
OVER THE DISPUTE WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO
DO SO FROM ANY OF THE AFORESAID PARTIES.
I. IN ANY PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST,
THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING, BUT IS
UNDER NO OBLIGATION TO DO SO.
J. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE
PLACE IN LOS ANGELES COUNTY, CALIFORNIA, AND THE FEDERAL ARBITRATION ACT
SHALL GOVERN
Page 11 of 13
THE PROCEEDING AND ALL ISSUES RAISED BY THIS AGREEMENT TO ARBITRATE.
K. IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR
SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION
FORUM LOCATED IN LOS ANGELES COUNTY, CALIFORNIA, OVER ANY MATTER
WHICH IS THE SUBJECT TO THIS AGREEMENT, THE PREVAILING PARTY SHALL BE
ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY
OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF
SUCH LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO
ARBITRATION AS PROVIDED FOR HEREIN.
L. EACH PARTY WILL SIGN ANY REQUIRED NASD UNIFORM SUBMISSION AGREEMENT OR
THE APPLICABLE PAPERWORK FOR THE AMERICAN ARBITRATION ASSOCIATION, AT THE
TIME ANY DISPUTE IS SUBMITTED FOR ARBITRATION OR THE APPLICABLE PAPERWORK
FOR THE AMERICAN ARBITRATION ASSOCIATION, AT THE TIME ANY DISPUTE IS
SUBMITTED FOR ARBITRATION, WHICHEVER ONE IS APPLICABLE.
M. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL AND
CONCLUSIVE AND AGREE TO ABIDE THEREBY.
N. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
EXECUTION FOR COLLECTION.
10. TERM OF AGREEMENT AND TERMINATION. This Agreement shall be effective upon
execution, shall continue for one year unless terminated sooner, by either
party, upon giving to the other party five (5) days written notice, after
which time this Agreement is terminated. HAMPTON shall be entitled to the
finders fees described in this Agreement for funding or underwriting
commitments entered into by Contractor's client within one (1) year after
the termination of this Agreement if said funding or underwriting was the
result of HAMPTON efforts prior to the termination of Agreement. Any
future compensation due HAMPTON after termination shall be cancelled.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
CONTRACTOR: Telecom Wireless Corporation
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Xx. Xxxxx X. Xxxxxxx, Chairman/CEO
Page 12 of 13
HAMPTON: Xxxxxxx-Xxxxxx Investment Bankers, LLC
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx, President
Page 13 of 13
