Contract
EXHIBIT
10.16
PREFACE:
The following Agreement is made between the Parties thereof with the primary
objective being to provide Astris Energi Inc. with sufficient capital to uphold
its obligations under the final joint venture agreement with CareAction Inc.
However, it is realized that, in the event CareAction fails to raise its
required financing within a reasonable period of time, Astris will need capital
to proceed with the finalization and commercialization of the MC250
generator.
THIS
AGREEMENT made on the 22nd
day of
May 2003.
BETWEEN:
Astris
Energi Inc., of Mississauga, Ontario (hereinafter referred to as
"Astris")
-
and
-
First
Energy Advisors Inc., of Hamilton, Ontario (hereinafter referred to as "First
Energy")
In
consideration of First Energy putting forth its best efforts to raise capital
for Astris as set forth below, Astris agrees to pay First Energy, its successors
or assigns, a fee in the amount of C$5,000 per month plus travel expenses not
to
exceed C$2,000 per month plus airfare, payable on the 22nd
day of
each month commencing on May 22nd,
2003.
This fee will be increased to C$10,000 per month when the first C$150,000 has
been received, and to C$15,000/month when US$l ,000,000 has been received in
the
aggregate. These payments will continue for six (6) months from the date of
this
agreement, and can be further extended by mutual consent.
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A)
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First
Energy will invest or cause to be invested not later than 30 June
2003 a
minimum of C$150,000 as a private placement exempt from prospectus
provisions, to buy Astris common shares at a price equal to the five
(5)
day closing average preceding the day of the transaction. One warrant
with
an exercise price ofUS$0.75 and a 3-year term will be attached to
each
share.
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An
option
for 200,000 shares at the same five (5) day closing average share price,
exercisable for one (I) year, will be granted to First Energy.
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B)
|
First
Energy will complete further private placement exempt from prospectus
of
Astris shares at market price, determined as the five (5) day average,
to
net the Astris treasury US$l ,000,000 on or before 31 August 2003.
As
compensation to First Energy an additional 300,000 warrants with
an
exercise price of US$0.75 and a 3-year term will be attached to this
share
issue.
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|
C)
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First
Energy will complete further private placement exempt from prospectus
of
Astris shares at market price, determined as the five (5) day average,
to
net the Astris treasury US$l,000,000 on or before 31 October 2003.
As
compensation to First Energy an additional 300,000 warrants with
an
exercise price of US$1.00 and a 3-year term will be attached to this
share
issue.
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D)
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First
Energy will complete further private placement exempt from prospectus
of
Astris shares at market price, detennined as the five (5) day average,
to
net the Astris treasury an additional US$3,000,000 on or before 30
December 2003. As compensation to First Energy an additional 400,000
warrants with an exercise price of US$1.25 and a 3-year term will
be
attached to this share Issue.
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Additional
warrants attached to shares issued in private placements to investors under
B,
C, or D will be negotiable but the exercise price of the warrant will be no
less
than 1.5 times the share issue price and the term not longer than three (3)
years.
Astris
agrees to engage First Energy to assist in financial and business matters.
Either party may, in its sole discretion, terminate this contract upon sixty
(60) days written notice to the other. Upon such termination, neither party
shall be further obligated hereunder nor will either party have any further
liability to the other.
IN
WITNESS THEREOF, the parties have duly executed this Agreement as of the day
and
year first above written.
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FIRST
ENERGY ADVISORS INC.
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/s/
Xxxx X. Nor
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/s/
Xxxxxx Xxxxxxxxxxxx
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Xxxx
X. Nor
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Xxxxxx
Xxxxxxxxxxxx, Vice President
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