PYTHAGORAS GROUP, INC. 7322 Southwest Frwy Ste. 1100 HOUSTON, TX. 77074 (713) 532-5649 (0) 1(801) 740-3228 (F) INVESTMENT BANKING & BUSINESS CONSULTANT FUNDING FEE AGREEMENT
Exhibit 10.7
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PYTHAGORAS GROUP, INC.
0000
Xxxxxxxxx Xxxx Xxx. 0000
XXXXXXX, XX. 00000
(000) 000-0000 (0)
0(000) 000-0000 (F)
INVESTMENT BANKING & BUSINESS CONSULTANT FUNDING FEE AGREEMENT
| Principal Name: Xxxxxxxxxx XxXxxx | ||
| Entity Name: Tensas, Inc to be successor PGI Energy, Inc (Delaware Corp), Client | ||
| Business Address: 0000 Xxxxxxxxx Xxxx Xxx. Houston, TX. 77074 | ||
| Funding Requirement: $150 Mil. — unlimted as needed. | ||
| Use of Funds: Business Plan development, acquisition of oil & gas assets. | ||
| Funding Requested: IE Bridge Loan Equity Preferred Convertible Debt | ||
| Debt/Mezzanine (Check All Acceptable terms) | ||
The above identified entity (hereinafter "Client"), hereby enters into this Investment Banking & Business Consultant Funding Agreement (the "Agreement"), and agrees to employ and authorize XXXXXXXXXX GROUP, INC., ("PYTHAGORAS GROUP, INC ") and Xxxxxx Xxxxx, as authorized representative of PYTHAGORAS GROUP, INC , to gather personal and business information and to act as a business consultant on behalf of Client and represent Client in obtaining the above desired financing.
Client hereby agrees to pay the refundable retainer fee in the amount of $ N/A for due diligence, documentation preparation, travel and other related duties in connection with Client's request for financing. The retainer fee is refundable in the event that XXXXXX XXXXX does not obtain a commitment from a lender/investor to fund the project. In the event that a funding offer is made and rejected by the client then the fee is non-refundable. XXXXXX XXXXX xxxxxx agrees to represent Client in obtaining the financing requested on a best efforts basis. Client authorizes XXXXXX XXXXX to act on Client's behalf as authorized representative to procure financing through all legal means necessary for Client and to share information gathered with XXXXXX XXXXX affiliates and/or financing sources_
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In addition to the fee set forth above, Client hereby agrees to compensate Xxxxxx Xxxxx Six percentage (6%) points of the funded amount raised or obtained by Xxxxxx Xxxxx on the behalf of Client (the "Fee"). Client herein authorizes the funding closer, lender, private equity partners, hedge funds and other Financier(s) to pay said finder's fee out of
the proceeds of the funding amount directly to XXXXXX XXXXX immediately upon funding and at the closing of the contemplated transaction(s) or directly from client available funds bank account. In obtaining financing for said funding project through lenders, private equity partners, hedge funds and other Financiers, directly or indirectly, it is acknowledged by Client that said parties may have additional and/or other fees associated with the financing arrangements or syndicating the funding contemplated herein and those fees shall be negotiated separately with such Financier as part of the final agreement for funding and shall not in any way affect the finder's fee to be paid to Xxxxxx Xxxxx. Xxxxxx Xxxxx shall be paid the same fee should any future financing take place involving the same lender, investor, private equity partner, hedge fund or joint venture partner introduced by XXXXXXXXXX GROUP, INC who provides or facilitates funding or operating capital on future projects within 10 years after this contract became effective. Client shall reimburse Xxxxxx Xxxxx for all out-of-pocket expenses incured or loans made to client and its predecessors in establishing its business operations and funding.
Client hereby agree's to hire Xxxxxx Xxxxx Xx. as Senior Credit Underwriter and his designated agents or successor. The credit underwriter will recommend acquisition targets and funding structures as a contracted employee for client company for a period of 10 years with automatic renewal for a successive 10 year term. The credit underwriter will recommend funding requirements within the defined underwriting guidelines and present to the credit committee for final decision. Pythagoras Group/Xxxxxx Xxxxx will not function as a securities underwriter with respect to our securities. Pythagoras Group/Xxxxxx Xxxxx role as credit underwriter is defined as vetting acquisition opportunities among its resources in the oil and gas industry to identify asset classes that fall within the underwriting guidelines, evaluate those assets through initial review of the asset, good title report, third party engineering report review or appraisal, recommend funding structure or proposed term sheet for funding, issue commitment to fund upon approval by credit committee, order loan documents to be provided from attorney if needed, and closing instructions. Shall schedule closing of acquisitions and arrange funding. Xxxxxx Xxxxx shall be compensated $300,000 annually with a 1 year salary signing bonus due upon execution of this agreement. Xxxxxx Xxxxx herein agrees to defer the signing bonus owed to him until the company has reached capitalization for payment. Xxxxxx Xxxxx shall also receive 2% in cash monthly of the gross profits generated by all assets acquired through recommendation, evaluation or underwriting by Xxxxxx Xxxxx or his assigned designee(s). Client herein agrees to pay all operating expenses of Pythagoras Group, Inc as an affiliate company providing office space, utilities and payroll for staff to work on acquisition underwriting for client company_ All staff payroll and benefits as designated by Xxxxxx Xxxxx shall be submitted to client Chief Executive Officer for approval weekly or monthly or however frequent as necessary to maintain the orderly operation of business. Client company agrees to provide the same life, health, and dental insurance afforded its employees to the staff of Xxxxxx Xxxxx, Pythagoras Group, and or it's successor.
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Client agrees to indemnify and hold Xxxxxx Xxxxx and or PYTHAGORAS GROUP, INC harmless from any and all liability, damages, losses, causes of action, or other claims (including attorneys' fees and other defense costs) arising from or asserted in connectionwith any incomplete or inaccurate information provided by Client, or any material information concerning the transaction(s) contemplated herein which Client has failed to disclose or misrepresented. PYTHAGORAS GROUP, INC agrees to indemnify and hold Client harmless from any and all liability, damages, losses, causes of action, or other claims (including attorneys' fess and other defense costs) arising from or asserted in connection with any incomplete or inaccurate or false information provided by XXXXXXXXXX GROUP, INC to any prospective financier, unless such incomplete, inaccurate or false information was provided to Xxxxxx Xxxxx and or PYTHAGORAS GROUP, INC by Client.
Client understands and agrees that Xxxxxx Xxxxx and or PYTHAGORAS GROUP, INC do not provide legal, securities advice or tax advice and Client shall seek its own legal counsel and accountants as Client deems necessary. Client understands that Xxxxxx Xxxxx and PYTHAGORAS GROUP, INC is not a registered broker/dealer or investment advisor nor do they hold themselves out to be. Xxxxxx Xxxxx is a licensed broker dealer restricted to finder's activities with the Texas State Securities Board. Client understands that Xxxxxx Xxxxx shall introduce client directly to lenders, private equity partners, hedge funds and other Financiers.
This Agreement expresses the entire agreement of the parties and supersedes any and all previous agreements between the parties with regards to the transaction(s) contemplated herein. This Agreement is fully integrated and there are no other understandings, oral or written, which in any way alter or enlarge the terms hereof, and there are no warranties or representations of any nature whatsoever, express or implied, except as set forth herein. Modification of this Agreement may only be done in writing and executed by the party to be charged.
All parties hereto agree that this is a legal binding contract and is governed by the laws of the State of Texas without regards to conflicts of laws principles, and in the event a dispute arises between the parties herein, the State of Texas shall be the forum state in which this Agreement is litigated. This Agreement is performable in Xxxxxx County, Texas.
The individual executing this Agreement has the specific and actual authority to bind the Client
Executed and effective this 31st day of January, 2011
/s/ Xxxxxxxxxx X.
XxXxxx
(Tensas, Inc to be successor PGI Energy,
Inc.)
Xxxxxxxxxx X.
XxXxxx
(PRINT AUTHORIZED AGENT NAME
/s/ Xxxxxx
Xxxxx
Xxxxxx Xxxxx, CEO
PYTHAGORAS GROUP, INC.
