X.X. XXXXXXXX & CO., INC.
FOUNDED 1960
BROKERS & DEALERS IN SECURITIES
UNDERWRITERS
NEWPORT OFFICE TOWER
000 XXXXXXXXXX XXXX., X.X. BOX 260, JERSEY CITY, NJ 07303-0260
000-000-0000, 000-000-0000, FAX 000-000-0000, xxx.xxxxxxxxxx.xxx
Xx. Xxxxx Xxxxxxxx
Chairman
Quikbiz Internet Group, Inc.
0000 XX 00xx Xxxxxx
Xx. Lauderdale, FL 33309
Dear Xx. Xxxxxxxx:
THIS AGREEMENT (the "AGREEMENT") is made as of July 14, 1998 between
Quikbiz Internet Group, Inc. ("QUIKBIZ") and X.X. Xxxxxxxx & Co. Inc.
("XXXXXXXX").
In consideration of the mutual covenants contained herein and intending
to be legally bound thereby, XXXXXXX and XXXXXXXX hereby agree as follows:
1. XXXXXXXX will perform investment banking services, on a
non-exclusive basis, for QUIKBIZ on the terms set forth below
for a period of five years from the date hereof. Such services
will be performed on a best efforts basis and will include,
without limitation, assistance to QUIKBIZ in mergers,
acquisitions, and internal capital structuring and the
placement of new debt and equity issues of QUIKBIZ, all with
the objective of accomplishing QUIKBIZ's business and
financial goals. In each instance, XXXXXXXX, shall endeavor,
subject to market conditions, to assist QUIKBIZ in identifying
corporate candidates for merges and acquisitions and sources
of private and institutional funds; to provide planning,
structuring, strategic and other advisory services to QUIKBIZ;
and to assist in negotiations on behalf of QUIKBIZ. XXXXXXXX
will have the option to perform all financings to be done by
QUIKBIZ for as long as this AGREEMENT is in effect. In each
instance, XXXXXXXX will render such services as to which
XXXXXXX and XXXXXXXX mutually agree and XXXXXXXX will exert
its best efforts to accomplish the goals agreed to by XXXXXXXX
and XXXXXXX.
2. In connection with the performance of this AGREEMENT, XXXXXXXX
and QUIKBIZ shall comply with all applicable laws and
regulations, including, without limitation, those of the
National Association of Securities Dealers, Inc.
and the Securities and Exchange Commission.
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3. In consideration of the services previously rendered and to be
rendered by XXXXXXXX hereunder, XXXXXXXX is hereby granted
five-year Warrants to purchase, at a price of $0.25 per share,
a total of 600,000 shares of Common Stock of QUIKBIZ with
demand and piggy back registration rights as set forth in
paragraph 4 below. Such Warrants ("XXXXXXXX Warrants") may be
exercised at any time from July 14, 1998 to and including July
14, 2003. The XXXXXXXX Warrants shall vest and become
irrevocable immediately upon the signing of this AGREEMENT. In
any event after one year from the date of this AGREEMENT,
XXXXXXXX shall have, at XXXXXXXX'x discretion, both a cashless
exercise option to exercise the Warrants and rights of
registration as described in paragraph 4 below. If the
cashless exercise option is exercised, it would be
accomplished by surrendering the vested Warrants and replacing
them with the equivalent of shares that my be sold under Rule
144. The amount of shares of common stock of QUIKBIZ to be
issued will be based on the fair market value per share on the
date of exercise and shall be valued at the average of the
daily closing price for the five consecutive trading days
immediately preceding the date of exercise. The presentation
of a copy of this AGREEMENT by XXXXXXXX, together with a
request that part or all of the Warrant be exercised and a
direction that the appropriate number of shares be withheld to
pay the exercise price, shall be deemed to be the surrender of
such number of shares for purposes of exercising the cashless
exercise option.
4. At XXXXXXXX'x Option, during the period from July 14, 1998 to
July 14, 2003, the holders of at least 51% of : (i) the
XXXXXXXX Warrants not then exercised; and (ii) the shares
previously issued upon exercise of any of the XXXXXXXX
Warrants (hereinafter, collectively, the "XXXXXXXX EQUITY")
may demand, on one occasion only, that QUIKBIZ at QUIKBIZ's
expense, promptly file a Registration Statement under the
Securities Act of 1933, as amended ("ACT"), to permit a public
offering of the shares of Common Stock issued and issuable
pursuant to exercise of the XXXXXXXX Warrants (the "XXXXXXXX
SHARES"). Additionally, if QUIKBIZ during the period from July
14, 1998 to July 14, 2003, files a Registration Statement
covering the sale of any of QUIKBIZ's common stock, then
QUIKBIZ on each such occasion, at the request of the holders
of at least 51% of the shares and warrants constituting the
XXXXXXXX SHARES, provided that, if the sale of securities by
QUIKBIZ is being made through an underwriter and the
underwriter objects to inclusion of the XXXXXXXX SHARES in the
Registration Statement, the XXXXXXXX SHARES shall not be so
included in the Registration Statement or in any registration
statement filed within 90 days after the effective date of the
underwritten Registration Statement.
5. In the event QUIKBIZ fails to honor the exercise by XXXXXXXX
of any vested warrants as set forth herein, by failing to
deliver the certificate(s) for the underlying shares of common
stock to XXXXXXXX within 10 days after such
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exercise then XXXXXXXX may take legal action, without further
notice to QUIKBIZ to obtain such underlying shares, and
XXXXXXX agrees to pay all damages, costs and expenses incurred
by XXXXXXXX, including reasonable attorneys' fees. In addition
to any other damages sustained by XXXXXXXX as a result of
QUIKBIZ's failure to honor such exercise, including any
diminution in the value of the underlying shares over time,
QUIKBIZ agrees that it will pay XXXXXXXX interest, at the
average prime rate based on New York City banking levels for
the prior six months, on the market value of the underlying
shares as of the 10th day after the exercise, for the period
beginning on the 10th day after the exercise and ending on the
day the certificates for the underlying shares are received by
XXXXXXXX.
6. If QUIKBIZ should, at any time, or from time to time
hereafter, effect a stock split, a reverse stock split, a
business combination, a recapitalization or merger, the terms
of the XXXXXXXX Warrants shall be proportionately adjusted to
prevent the dilution or enlargement of the rights of the
XXXXXXXX interest.
7. The obligation of QUIKBIZ to register the XXXXXXXX SHARES,
including the shares issuable upon the exercise of the
XXXXXXXX Warrants, pursuant to the demand or piggy back
registration rights set forth in paragraph 4 above, shall be
without regard to whether the XXXXXXXX Warrants have been or
will be exercised.
8 XXXXXXX agrees that, for a period of three (3) years from the
date of this AGREEMENT, QUIKBIZ will not utilize the
registration exemption set forth in Regulation S under the
ACT, nor issue any security with a downward ratchet dilution
program without the consent of XXXXXXXX, which consent will
not be unreasonably withheld.
9. This AGREEMENT constitutes the entire Warrant Agreement
between the parties and when a copy hereof is presented to
QUIKBIZ's transfer agent, together with a request that all or
part of the XXXXXXXX Warrant be exercised and a certified
check in the proper amount or a direction, pursuant to the
cashless exercise option, that shares be withheld to pay for
the exercise, the certificates for the appropriate number of
shares of Common Stock shall be promptly issued.
10. Upon the execution of this AGREEMENT, QUIKBIZ shall include in
its next annual report and filing the highlights and terms of
this investment banking AGREEMENT.
11. Upon the signing of this AGREEMENT, QUIKBIZ shall provide
XXXXXXXX with 100,000 shares of free trading stock issued
under the S-8 Regulation. QUIKBIZ will also xxxxxxx XXXXXXXX
with a copy of the current registration statement allowing the
issuance of these free trading shares and al letter of
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opinion from XXXXXXX's securities counsel stating that the
shares are free trading. XXXXXXXX shall be entitled to
additional compensation, to be negotiated between XXXXXXXX and
XXXXXXX, arising out of any transactions that are proposed or
executed by XXXXXXXX and consummated by XXXXXXX, or are
executed by XXXXXXXX at QUIKBIZ's request, during the term of
this AGREEMENT to the extent that such compensation is normal
and ordinary for such transactions. In addition, XXXXXXXX
shall be reimbursed by QUIKBIZ for any reasonable
out-of-pocket expenses that XXXXXXXX may incur in connection
with rendering any service to or on behalf of QUIKBIZ that is
approved, in writing, in advance by XXXXXXX's Chief Executive
Officer.
12. QUIKBIZ agrees to indemnify and hold XXXXXXXX and its
directors, officers, and employees harmless from and against
any and all losses, claims, damages, liabilities, costs or
expenses arising out of any action or cause of action brought
against XXXXXXXX in connection with its rendering services
under this AGREEMENT except for any losses, claims, damages
liabilities, cost or expenses resulting from any violation by
XXXXXXXX of applicable laws and regulations including, without
limitation, those of the National Association of Securities
Dealers, Inc. and the Securities and Exchange Commission or
any state securities commission or from any act of XXXXXXXX
involving willful misconduct and except that QUIKBIZ shall not
be liable for any amount paid in settlement of any claim that
is settled without its prior written consent.
13. XXXXXXXX agrees to indemnify and hold QUIKBIZ and its
directors, officers and employees harmless from and against
any and all losses claims, damages, labilities , costs or
expenses resulting from any violation by XXXXXXXX of
applicable laws and regulations including, without limitation,
those of the National Association of Securities Dealers, Inc.,
the Securities and Exchange Commission or any state securities
commission or from any act of XXXXXXXX involving willful
misconduct.
14. Within 90 days of the date of this AGREEMENT, a representative
of XXXXXXXX will visit the corporate headquarters of QUIKBIZ.
QUIKBIZ will submit to XXXXXXXX a current business plan
setting forth how QUIKBIZ plans to proceed over the next two
(2) years.
15. Nothing contained in this AGREEMENT shall be construed to
constitute XXXXXXXX as a partner, employee, or agent of
QUIKBIZ; nor shall either party have any authority to bind the
other in any respect, it being intended that XXXXXXXX is, and
shall remain an independent contractor.
16. This AGREEMENT may not be assigned by either party hereto,
except that XXXXXXXX may assign any or all of its Warrants to
its employees, and shall be interpreted in accordance with the
laws of the State of New Jersey applicable
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to agreements negotiated, entered into, and performed wholly
within the State of New Jersey, and shall be binding upon the
successors of the parties. Either party may terminate this
AGREEMENT at any time, however, legally vested Warrants will
remain with XXXXXXXX.
17. If any paragraph, sentence, clause or phrase of this AGREEMENT
is for any reason declared to be illegal, invalid,
unconstitutional, void or unenforceable, all other paragraphs,
sentences, clauses or phrases hereof not so held shall be and
remain in full force and effect.
18. None of the terms of this AGREEMENT shall be deemed to be
waived or modified except by an express agreement in writing
signed by the party against whom enforcement of such waiver or
modification is sought. The failure of either party at any
time to require performance by the other party of any
provision hereof shall, in no way, affect the full right to
require such performance at any time thereafter. Nor shall the
waiver by either party of a breach of any provision hereof be
taken or held to be a waiver or any succeeding breach of such
provision or as a waiver of the provision itself.
19 Any dispute, claim or controversy arising out of or relating
to this AGREEMENT, or the breach thereof, shall be settled by
arbitration in Jersey City, New Jersey, in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association. The parties hereto agree that they will abide by
and perform any award rendered by the arbitrator(s) and that
judgment upon any such award may be entered in any Court,
state or federal, having jurisdiction over the party against
whom the judgment is being entered. Any arbitration demand,
summons, complaint, other process, notice of motion, or other
application to an arbitration panel, Court or Judge, and any
arbitration award or judgment may be served upon any party
hereto by registered or certified mail, or by personal
service, provided a reasonable time for appearance or answer
is allowed.
20. For purposes of compliance with laws pertaining to potential
inside information being distributed unauthorized to anyone,
all communications regarding QUIKBIZ's confidential
information should only be directed to Xxxxxx X. Xxxxxxxx,
Chairman, Xxxxxxx Xxxxxxxxx, President, or Xxxxxx Xxxxxxx,
Vice President, Compliance. If information is being faxed, our
confidential compliance fax number is (000) 000-0000 for
communication use.
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IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as
of the day and year set forth above.
X.X. Xxxxxxxx & Co., Inc. Quikbiz Internet Group, Inc.
By: s/ Xxxxxxx Xxxxxxxxx By:s/ Xxxxx Xxxxxxxx
-------------------------- --------------------------
Xxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx
President Chairman
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X.X. XXXXXXXX & CO., INC.
FOUNDED 1960
BROKERS & DEALERS IN SECURITIES
UNDERWRITERS
NEWPORT OFFICE TOWER
000 XXXXXXXXXX XXXX., X.X. BOX 260, JERSEY CITY, NJ 07303-0260
000-000-0000, 000-000-0000, FAX 000-000-0000, xxx.xxxxxxxxxx.xxx
November 17, 1998
Xx. Xxxxx Xxxxxxxx
Chairman
Quikbiz Internet Group, Inc.
0000 X.X. 00xx Xxxxxx
Xxxx Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
This letter will confirm that pursuant to paragraph 11 of our Investment Banking
Agreement between our firms dated July 14, 1998, a $20,000 payment was received
as a retainer in lieu of stock.
If you have any questions or comments regarding this matter, please feel free to
contact my office.
Sincerely,
X.X. XXXXXXXX & CO., INC.
s/Xxxxxxx Xxxxxxxxx
President
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