EXHIBIT 10(D)
THIS TRANSACTION FEE AGREEMENT is made as of the 22nd day of January, 2002
BETWEEN:
IMAGING TECHNOLOGIES CORPORATION
00000 Xxxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
(the "Company")
OF THE FIRST PART
AND:
XXXXXXXXX XXXXXX SECURITIES, INC.
00000 Xxxxxxxx Xxxxxxxxx - Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
(the "Broker")
OF THE SECOND PART
W H E R E A S:
The Company has entered into a Securities Purchase Agreement (the "Purchase
Agreement") with Bristol Investment Fund, Ltd. (the "Investor") in connection
with the placement of 8% convertible debentures of the Company in the aggregate
principal amount of $1,000,000 (the "Debentures") and warrants to purchase
1,000,000 shares of common stock of the Company;
The Broker is a licensed broker-dealer with the National Association of
Securities Dealers;
The Broker introduced the Company to the Investor and assisted the Company in
the transactions contemplated by the Purchase Agreement;
The Company wishes to reward the Broker for its services in the manner
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants, promises,
conditions, warranties and representations hereinafter set forth, the parties
hereto agree as follows:
The Company agrees to compensate the Broker as follows: (i) ten percent (10%)
of any and all cash raised, including but not limited to the principal amount of
the Debenture plus any monies raised pursuant to exercise of warrants by the
Investor and (ii) warrants to purchase an aggregate of 6,024,096 of shares of
common stock of the Company. The warrants shall vest immediately upon issuance.
Fees paid pursuant to warrant exercises shall be paid at the date of exercise
and delivery of corresponding funds to the Company. Fees and warrants shall be
paid to Broker in the manner and in the name designated by Broker.
The shares of common stock underlying the warrants issued to the Broker pursuant
to this Agreement shall carry registration rights equivalent to the registration
rights granted to the Investor pursuant to the registration rights agreement
between the Company and the Investor.
The parties hereto, and each of them, covenant and agree that each of them shall
and will upon reasonable request by the other party, make, do, execute or cause
to be made, done or executed all such further and other lawful acts, deeds,
things, devices and assurances whatsoever for the better or more perfect and
absolute performance of the terms and conditions of this Agreement.
By execution hereof, the Company acknowledges that the Broker does not provide
investment advice or financial planning services. In that regard, the Broker is
not registered as an investment adviser under the Investment Advisers Act of
1940, as amended, and cannot therefore provide any advice regarding the
desirability or value of purchasing, selling, transacting in, investing in, or
holding any security. Rather, the Broker's services will be limited to those
properly provided by a licensed broker-dealer (Xxxxxxxxx Xxxxxx Securities, Inc.
is registered with the NASD as an "Introducing Broker/Dealer" or "K"
broker/dealer in accordance with Section 15 of the Securities and Exchange Act
of 1934, as amended.)
The Company hereby agrees to indemnify and hold harmless the Broker, its
managers, members, agents and employees (collectively referred to as the Broker
for purposes of this Section 6) from and against any and all claims, actions,
suits, proceedings (including those of shareholders), damages, liabilities and
expenses as incurred by any of them (including the fees and expenses of counsel)
which are related to or arise out of any actions taken or omitted to be taken
(including any untrue statements made or omitted to be made) by the Company or
any actions taken or omitted to be taken by the Broker (except in the case of
gross negligence or willful misconduct on the part of such Broker) in connection
with the transactions contemplated by the Purchase Agreement or otherwise
related to or arising out of the Broker's activities on behalf of the Company.
The Company shall reimburse Broker for all expenses (including the fees and
expenses of counsel) incurred by such Broker in connection with investigating,
preparing or defending any such claim, action, suit or proceeding, including in
connection with pending or threatened litigation to which Broker is a party.
The Company and the Broker acknowledges that Xxxxx Xxxxxx Xxxxxxx serves as a
director of the Investor, a registered representative of the Broker, and a
manager and registered investment advisor at Bristol DLP, LLC. Bristol DLP, LLC
is the investment manager to the Investor.
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, administrators, successors and assigns.
This Agreement shall be enforced, governed by and construed in accordance with
the laws of the State of California applicable to agreements made and to be
performed entirely within such State. In the event that any provision of this
Agreement is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision hereof. The parties hereto hereby submit to the exclusive
jurisdiction of the United States Federal Courts located in Los Angeles,
California with respect to any dispute arising under this Agreement or the
transactions contemplated hereby. The party which does not prevail in any
dispute arising under this Agreement shall be responsible for all fees and
expenses, including attorneys' fees, incurred by the prevailing party in
connection with such dispute.
This Agreement consists of a total of 3 pages. This Agreement may be signed in
any number of counterparts and the combination of the same shall constitute a
binding agreement. A signed copy of this Agreement received via facsimile shall
be deemed an original signature of a party for purposes of making this Agreement
a binding agreement.
IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement
as of and from the day first above written.
IMAGING TECHNOLOGIES CORPORATION
By: _________________________________
Xxxxx Xxxxx
President and Chief Executive Officer
XXXXXXXXX XXXXXX SECURITIES, INC.
By: ___________________________________
Xxxxx X. Xxxxx
President
