EXHIBIT 10.34
PLACEMENT AGENT AGREEMENT
This Placement Agent Agreement (the "Agreement") dated June 6, 2006, is made by
and between Delta Mutual, Inc., a corporation organized under the laws of the
State of Delaware, having its principal office located at 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxx, XX 00000, ("Delta"), and SDM Consultant Corporation having
its principal address at 0000 - 00xx Xxxxxx, Xxxxxxxx, XX 00000 ("Agent").
WHEREAS, Delta desires to appoint a placement agent to place up to One
Million Dollars ($1,000,000) of its restricted common stock at a minimum
offering price of $ 0.05 per share, and
WHEREAS, Agent agrees to act as a placement agent for Delta's
restricted common stock as described herein, subject to the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises made by the
parties to each other, it is agreed as follows:
1. DURATION. This Agreement will commence on June 6, 2006 and terminate
on December 31, 2006 unless extended by mutual written agreement of
the parties.
2. COMMISSION. Agent will receive a commission of ten percent (10%) of
the gross proceeds of stock sales arranged by Agent that are accepted
by Delta. Delta agrees that Agent, at its sole option, may deduct any
cash compensation due it under this section of the Agreement from the
gross proceeds due to Delta from the placement of private equity in
accordance with this Agreement. In addition to the foregoing, Agent
will receive shares of restricted common stock of Delta equal to five
percent (5%) of the aggregate number of restricted common stock sold by
the Delta to purchasers arranged by Agent.
3. SHARE SUBSCRIPTIONS. All shares of Delta's common stock sold must be
in accordance with a Share Subscription that meets the criteria and
qualifications established by Delta, in its sole discretion. Delta, in
its sole discretion, may reject any subscription to purchase from any
purchaser(s) arranged by Agent and, in such event, will have no
obligation whatsoever to compensate Agent (as described in Section 2.
above) for any subscriptions to purchase rejected by Delta.
4. AGENT'S EXPENSES. All expenses for travel, office, or general
expenses of any kind related to the efforts of Agent with respect to
this Agreement, shall be borne entirely by Agent. Delta will not be
responsible or liable for such expenses.
5. INDEPENDENT CONTRACTOR. Agent agrees that it is an independent
contractor and is not an employee of Delta and Agent will not hold
itself out as such or as an agent or employee. Agent has no authority
or responsibility to enter into any contracts on behalf of Delta.
6. CONFIDENTIAL INFORMATION. During the course of the performance of
the services contemplated by this Agreement, Agent may have access to,
have disclosed to it, or otherwise obtain information which Delta
identifies in writing or through labeling as being of a confidential
and/or a proprietary nature to it (the "Confidential Information").
Agent shall use such Confidential Information solely in performance of
its obligations under this Agreement and shall not disclose or divulge
it to, or use for the benefit of, any third parties without Delta's
written consent. Information shall not be deemed as confidential if
such information is: i) already known to Agent free of any restrictions
at the time it is obtained; ii) subsequently learned from an
independent third party free of any restriction; or iii) available
publicly.
7. BEST EFFORTS. Delta understands that Agent shall utilize its best
efforts in providing the Services set forth in Section 2. Delta fully
understands that Agent does not and cannot promise that any specific
result will be achieved through engagement of Agent.
8. GOVERNING LAW. The parties agree that the enforcement of this
Agreement will be governed by the laws of the State of Delaware.
9. CONTENTS OF AGREEMENT; AMENDMENTS. No amendments or modifications
shall be binding upon either party unless made in writing and signed by
both parties.
10.OTHER. This Agreement may be executed by facsimile and in
counterparts which, taken together, shall be deemed an original and
shall constitute a single Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date and year first written above.
SDM Consultant Corporation Delta Mutual, Inc.
(AGENT) (DELTA)
BY: /s/ Xxxxx Xxxxx BY: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President & CEO
Name: Xxxxx Xxxxx
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Title: President
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