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Exhibit
4.7
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Exhibit
4.7
Structuring
Agreement with Lionheart
THIS
AGREEMENT
is made
this 26th
day of
October, 2006 by and between Lionheart Associates, LLC doing business as
Fairhills Capital, a Delaware Corporation, (hereinafter referred to as
"Lionheart") and Camelot
Entertainment Group, Inc. (CMEG.OB) (hereinafter referred to as
"Company").
Recitals
Whereas,
Company
is seeking financing and strategic relationships for financing and desires
that
Lionheart provide such services to Company with respect to the same;
and
Whereas,
Company
and Lionheart desire to enter into an agreement for such services on the terms
and conditions described herein.
NOW
THEREFORE,
for
valuable consideration, receipt of which is hereby acknowledged, Company and
Lionheart agree as follows:
ARTICLE
I
Definitions
Article
1.1. “Strategic
Relationships” shall mean those persons and entities that provide
financing.
Article
1.2 “Tagged
Party” means those parties with no previous relationship with Company,
introduced directly by Lionheart to Company and to whom a term sheet pertaining
to financing is presented are, including Strategic Relationships, identified
on
Exhibit “1” hereto, as may be amended from time to time with the express written
approval of CMEG, which said approval shall not be unreasonably withheld, by
Lionheart via amendment to Exhibit 1 which may occur providing notice from
Lionheart to Company of a Tagged Party.
Article
1.3 “Transaction
Value” shall mean the greater of either (a) the value of the transaction as
agreed by and between Company and the Tagged Party, or (b) the value of the
total consideration given in respect of the said transaction, financing,
including equity, debt or other financing, or other business combination,
including, but not limited to, the issuance of securities at issue value, any
assumption of liabilities, cash, equipment, services, strategic alliance
agreements, and shall be calculated separately and additively for each such
transaction.
Article
1.4 "Fee"
is
the amount paid to Lionheart as set forth in Article III herein.
ARTICLE
II
Services
of Lionheart
Article
2.1. Services
by Lionheart. Company hereby retains Lionheart. The function of the relationship
will be to (a) Structure a financing for the company with a Strategic Party
in
the amount of up to Three ($3,000,000) Million US Dollars. (b) Identifying,
screening and qualifying Strategic Relationships, (b) arranging introductions
and attending meetings between Strategic Relationships and Company, (c)
facilitating the terms of the Strategic Relationship transactions as engaged
by
Company, and (d) in the assembly of information, which may be required for
presentation to the prospective Strategic Relationships, (e) assist in any
other
way to complete the transaction and ensure transfer of funds to the
company.
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Article
2.2 Exclusivity.
Although the relationship between the parties is non-exclusive,
once a
Strategic Relationship becomes a Tagged Party, the relationship of the Tagged
Party and Lionheart shall be exclusive to Company. Company, nor its executives,
officers, representatives shall not contact or solicit said Tagged party without
the prior written approval of Lionheart, which approval shall not be
unreasonably withheld. After receiving prior approval from Lionheart, Company
may enter into agreements with Tagged Parties introduced by Lionheart. In the
event the Company enters into a binding agreement with a Tagged Party, Lionheart
shall be entitled to a Fee as set forth in Article III herein. Lionheart will
manage its relationships with its Tagged Parties.
Article
2.3 No
circumvention. Company, and its subsidiaries, affiliates, officers, employees,
agents and/or representatives shall not circumvent, solicit or contact any
persons or entities introduced by Lionheart to Company, with whom Company had
no
prior direct relationship prior to said introduction by Lionheart, without
prior
written consent of Lionheart.
ARTICLE
III
Structuring
Fees Payable to Lionheart
Article
3.1 Fees. In
consideration for the structuring services rendered by Lionheart, Company agrees
to pay Lionheart the following Fee resulting from the close of any transaction
involving a Tagged Party:
| A. |
Structuring
fee of up to Three Hundred and Sixty Thousand ($360,000) US Dollars
paid
on a pro rata basis to the amount of the actual gross total financing
as
determined by the executed term sheet. The
Fee shall be paid in total to Lionheart in the form of cash upon the
day
of the close of the transaction from the escrow/trust account of the
company counsel.
|
| B. |
Warrants
in the Company up to Two Hundred Thousand ($200,000) US Dollars issued
on
a pro rata basis to the amount of the actual gross total financing
as
determined by the executed term sheet. The Fee shall be paid to Lionheart
the day of the close of the transaction and shall be on the same terms
as
the investor’s warrants and shall include registration
rights.
|
ARTICLE
IV
Term
and
Termination
Article
4.1 Term.
This Agreement is for a minimum period of 180 days commencing on the date this
Agreement is executed by the Company (“Initial Period”) and thereafter, this
Agreement shall continue month-to-month in accordance with the terms set forth
herein until terminated. After expiration of the Initial Period, this Agreement
may be terminated at any time by either party with or without cause upon thirty
(30) days’ notice of termination. In the event of a material breach by Lionheart
or Company, or for Cause, as described in Article 4.2.d hereof, either party
may
terminate this Agreement by first providing a ten (10) day notice to cure and
if
the defaulting party has not cured within said period, then the non-defaulting
party may terminate this Agreement.
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Article
4.2 Termination.
In the event this Agreement is terminated by Company and no subsequent similar
agreement is entered into by the parties, Lionheart shall be entitled to its
Fee
from Company in connection with transactions between Company and Tagged Parties
for a period of 12 months following termination.
ARTICLE
V
Documents,
Information and Referrals
Article
5.1. Company
agrees to provide Lionheart with all documents and information, including but
not limited to financial information, summary and full business plans, whether
confidential or not, reasonably necessary or required by Lionheart. Lionheart
agrees to maintain the confidentiality of such information, and to require
any
Tagged Party to whom confidential information is disclosed to execute an
appropriate nondisclosure agreement. Lionheart shall notify Company of its
intention to disclose confidential information to a Tagged Party for prior
approval by Company, which may be withheld for any reason by Company. Company
agrees to use reasonable efforts to make directors and officers available for
meetings upon reasonable notice by Lionheart in connection with the preparation
of any presentation of documents connected with the activities of Lionheart.
Article
5.2. Company
shall cooperate with Lionheart and provide such non-confidential information
as
Lionheart reasonably requests in order to aid Lionheart in its efforts with
Tagged Parties concerning potential Investment and Revenue transactions with
the
Company.
Article
5.3
Both
parties will keep confidential and not disclose to any third party any
confidential information of either party made available to other pursuant to
this Agreement and will use the confidential information only in connection
with
the execution of the obligations and duties contemplated by this Agreement.
“Confidential Information” shall include all information concerning either party
that is deemed confidential through marking, in writing or memorandum, or that
by its nature, should be considered confidential, excluding any information
that
is generally available to the public, or any information which becomes available
to either party on a non-confidential basis from a third party who is not known
by either party to be bound by a confidentiality obligation of this Agreement;
provided, however, that such confidential information may be disclosed (i)
to
either party's officers, directors, employees, counsel and accountants in
connection with its engagement hereunder, who shall be informed of the
confidential nature of the information and that such information is subject to a
confidentiality agreement; (ii) to any person with the written consent of the
disclosing party, subject to execution of an appropriate nondisclosure
agreement; or (iii) if, upon the advice of counsel, either party is compelled
to
disclose such information (in which case the party compelled to disclose shall,
to the extent permitted by applicable law, rule or regulation, and practicable
under the circumstances, advise the other party in writing prior to such
disclosure and shall consult with the other party with respect to the form
and
timing of disclosure).
ARTICLE
VI
General
Provisions
Article
6.1 The
validity, performance, construction and effect of this Agreement shall be
governed by the laws of the State of New York, without regard to conflicts
of
law rules. Any disputes arising under this Agreement shall be submitted to
arbitration before a single arbitrator in accordance with such rules as the
parties jointly agree, to be conducted in New York, County, NY. If the parties
are unable to agree on arbitration procedures, arbitration shall be conducted
in
accordance with the then applicable Commercial Arbitration Rules of the American
Arbitration Association. Judgment upon the award rendered by the Arbitrator
may
be entered in any Court having jurisdiction. The prevailing party shall be
entitled to reasonable attorney's Fees.
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Article
6.2 All
notices, requests, demands, and other communications required or that may be
given hereunder shall be in writing and shall be deemed to have been duly given
when received, if delivered in person, or sent by certified mail, postage
prepaid, return receipt requested or sent by nationally recognized overnight
courier service, and addressed to the last known address of the parties
hereto.
Article
6.3 This
Agreement may be executed in one or more counterparts, which taken together
shall constitute one instrument. Each party has cooperated in the drafting
and
preparation of this Agreement. In any construction to be made of this Agreement,
the same shall not be construed against any party on the basis that the party
was the drafter.
Article
6.4 Nothing
contained herein shall be construed to create an employer-employee, partnership
or joint venture relationship between the parties, it being understood that
Lionheart, while acting under the terms of this Agreement, is an independent
contractor.
Article
6.5 The
parties understand that Lionheart does not guarantee that any Transaction will
occur or any terms that may be offered by other parties to a transaction but
agrees that time is of the essence in obtaining financing.
Article
6.6 Lionheart
and Company agree that: (i) Lionheart is not a “broker” or a “dealer” as
defined under any applicable federal and/or state securities laws;
(ii) Lionheart shall not engage in any acts for which he is required to be
a broker/dealer; (iii) Lionheart shall solely act to introduce Tagged
Parties to the Company; and shall not engage in any sales efforts in connection
with any Investment by any person or entity in Company;
(iv) Lionheart shall not give any advice to anyone regarding the valuation
of, potential return on, or the terms of any Investment in, any securities
of
Company, except as authorized by the Company. Lionheart makes no
representations, warranties or guaranties of any specific results or
success.
Article
6.7 Company
agrees to defend, indemnify and hold Lionheart harmless from any and all claims,
liabilities, debts, actions, judgments and/or settlements, including
reasonable attorneys’ Fees, which
may
arise as a result of Company's business, securities offerings and
dealings,
or from
a breach of its obligations, representations and warranties as set forth in
this
Agreement. Lionheart agrees to defend, indemnify and hold Company harmless
from
any and all claims, liabilities, debts, actions, judgments and/or settlements,
including reasonable attorneys’ Fees, which may result from its breach of
obligations, representations and warranties under this Agreement.
Article
6.8 During
the term of this Agreement and any extended Fee payment periods stated herein,
Company shall maintain its books and records in accordance with generally
accepted accounting principles and Lionheart shall have the right at its own
expense, through such representatives as it deems appropriate, to inspect and
audit the books and records of Company during the Company’s normal business
hours and upon five days’ advanced notice, no more frequently than every six
months.
Article
6.9 This
Agreement, including any Exhibits and documents referred to in this Agreement
or
attached hereto, constitutes the entire understanding of parties with respect
to
its subject matter and there are no oral or written representations,
understandings or agreements relating to the subject matter of this Agreement
which are not fully expressed herein. This Agreement may only be amended by
a
writing signed by authorized representatives of both parties.
IN
WITNESS WHEREOF, the parties have executed this instrument as of the dates
set
forth below:
Lionheart
Associates, LLC Camelot
Entertainment Group, Inc.
_________________________________ ________________________________
Xxxxxx
Xxxxxxx, Managing Director Xxxxxx
X. Xxxxxx, Chairman
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