AGREEMENT BETWEEN
THE ARIELLE CORP.
AND MANAGEMENT OF THE ARIELLE CORP.
This agreement made the ____ day of __________, 19___, by and between
The
Arielle Corp., a Delaware corporation located at 00 Xxxxx Xxxxx, Xxxxx Xxxxx,
Xxx Xxxx 00000 (the "Company") and Xxxxx Xxxx, President of the Company and
Xxxxx X. Xxxxxx, Secretary of the Company, both of whom together comprise the
management of the Company (the "Management") (the "Agreement"); and
WHEREAS, Xxxxx Xxxx is the President of the Company; and
WHEREAS, Xxxxx X. Xxxxxx is the Secretary of the Company; and
WHEREAS, the Company is located at 00 Xxxxx Xxxxx, Xxxxx Xxxxx, Xxx Xxxx
00000;
WHEREAS, there are no other members of the Company's Management; and
WHEREAS, the Company is a "blank check" company, actively searching for
a
merger candidate (a "Target Company") with which to form a business
combination ("Business Combination"); and
WHEREAS, the Company intends to offer 100,000 shares of common stock,
$.0001 par value (the "Shares") (the "Offering") at a purchase price of $.35
per Share;
NOW, therefore, subject to the terms and conditions set forth herein and
pursuant to the Offering, Management and the Company agree to the following:
AGREED, that the Company will not pay to any present officer, director,
their affiliate or associate any portion of the proceeds form this offering,
nor will the Company issue any securities as payment of any expenses, labor
or
services, commission, solicitation fees or finder's fees, consultants fees or
as payment of any kind (except as noted in its SB-2 Registration Statement
for
its initial public offering (the "Registration Statement") in connection with
the finding of a business combination or for the sale of any shares offered
in
the Registration Statement. This includes the proceeds available upon their
release from escrow pursuant to Rule 419; and it is further
AGREED, that no compensation will be paid or due or owing to any officer
or director until after a business combination is consummated; and it is
further
AGREED, that present management of the Company will not make any loans
of
the $3,500 available from the deposited proceeds of the initial public
offering, nor will management borrow funds and use either the Company's
working capital or deposited funds as such; and it is further
AGREED, that management will not actively negotiate or otherwise consent
to the purchase of any portion of their common stock as a condition to or in
connection with a proposed business combination unless such a purchase is
requested by a target company as a condition to a merger or acquisition; and
it is further
AGREED, that the Company will not pay a finder's fee to any member of
management for locating a merger or acquisition candidate, and that no member
of management intends to or may seek and negotiate for the payment of
finder's
fees, and that in the event there is a finder's fee, it will be paid at the
direction of the successor management after a change in management control
resulting from a business combination; and it is further
AGREED, that management may not accrue compensation prior to the
consummation of a Business Combination; and it is further
AGREED, that the Company will not pay a finder's fee to any member of
management for locating a merger or acquisition candidate. No member of
management intends to or may seek and negotiate for the payment of finder's
fees. In the event there is a finder's fee, it will be paid at the direction
of the successor management after a change in management control resulting
from a Business Combination; and it is further
AGREED, that the Company will adopt a procedure whereby a special
meeting
of the Company's shareholders will be called to vote upon a Business
Combination with an affiliated entity, and shareholders who also hold
securities of such affiliated entity will be required to vote their shares of
the Company's stock in the same proportion as the Company's publicly held
shares are voted.
IN WITNESS WHEREOF, we have set our hands and seals on this _____ day of
___________, 199__.
THE ARIELLE CORP.
BY:
Xxxxx Xxxx, President
Xxxxx Xxxx, President
Xxxxx X. Xxxxxx, Secretary
