EXHIBIT 10.11
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FINDER'S FEE AGREEMENT
THIS AGREEMENT is dated effective April, 17, 2003.
AMONG:
DOBLIQUE, INC.
(the "Company")
AND:
TRI FINITY VENTURE CORPORATION
("Tri Finity"); and
BPL CORP.
("BPL")
(Tri Finity and BPL, collectively the "Finders")
WHEREAS:
(A) The Finders have agreed to provide, and have provided, certain services
(the "Services') to the Company in connection with the proposed acquisition by
the Company of all of the issued and outstanding shares of Inyx Pharma Limited.
(B) In consideration of the services provided by the Finders, the Company
has agreed to issue to the Finders collectively a total of 500,000 shares (the
"Shares") in the common stock of the Company (the "Finders' Fee").
NOW THEREFORE the parties agree as follows:
1. In the event of closing of the Acquisition and concurrent therewith the
Company will issue the Shares to the Finders as follows:
Finder Number of Shares
Tri Finity 250,000
BPL 250,000
2. The parties acknowledge that payment of the Finders' Fee will represent
full and final satisfaction of the obligations of the Company to the Finders in
respect of the Services and will represent acknowledgement that the Services
have been completed and the Finders' Fee earned.
3. The Finders each acknowledge in respect of themselves that:
(a) they are acquiring the Shares as principal;
(b) they are an "accredited investor", as that term is defined in
Ontario Securities Commission Rule 45-501; and
(c) the Shares have not been registered under the Securities Act
of 1933, as amended (the "1933 Act") and therefore cannot be resold
unless they are registered under the 1933 Act or unless an exemption
from registration is available.
4. Tri Finity and BPL acknowledge that the Shares will be distributed to
them pursuant to Regulation S under the 1933 Act ("Regulation S") and in this
regard each of them:
(a) certifies that it is not a U.S. person (as that term is
defined in Regulations S) and is not acquiring the Shares for the
account or benefit of any U.S. person;
(b) agrees to resell the Shares only in accordance with Regulation
S, pursuant to the 1933 Act or pursuant to an available exemption from
registration; and
(c) agrees not to engage in hedging transactions with regard to
the Shares unless in compliance with the 1933 Act.
5. This Agreement shall enure to the benefit of and be binding upon the
parties h ereto and their respective successors and assigns. Nothing herein
shall be construed as creating any agency on the part of any of the Finders.
6. This Agreement shall be construed and enforced under Nevada law and the
courts therein.
7. This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which together shall be deemed to constitute
one valid and binding agreement, and delivery of the counterparts may be
effected by means of a telecopied transmission. The reproduction of signatures
by telecopied transmission shall be treated
asbinding as if originals, and each party hereto undertakes to provide each and
every other party hereto with a copy of the Agreement bearing original
signatures forthwith upon demand.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the
day and year first above written.
DOBLIQUE, INC.
Per: /s/ Xxxx Xxxxxxx
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Authorized Signatory, Chairman
TRI FINITY VENTURE CORPORATION
Per: /s/ Xxxxxxx Xxxxxxx
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Authorized Signatory, President
BPL CORP.
Per: /s/ Xxxxx Xxxxxxx
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Authorized Signatory, President
