Exhibit 10.21
FINDERS FEE AGREEMENT
BETWEEN
SECURITY BIOMETRICS INC. & XXXXX XXXXXXXXX OR ASSIGN
This Agreement confirms that Security Biometrics Inc. ("SBI"), with principal
offices at 1410 - 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0 has entered
into an agreement with Xxxxx Xxxxxxxxx or assign, an individual having principal
offices in Xxxxxxxxx, Xxxxxxx Xxxxxxxx, XXXXXX and referred to herein as
"Finder", to perform certain services as a finder ("Finder") in connection with
a proposed investment in Security Biometrics Inc. The terms of this engagement
are set forth below.
SERVICES. Finder has disclosed that he may be aware of potential investors
("Investor") in Security Biometrics Inc. and with SBI's approval, Finder may
approach prospective Investors to determine their receptiveness to an investment
or loan referred to herein as a "Transaction". Prior to Finder providing any
information whatsoever to a prospective investor or lender, Finder will submit
the name of the prospective investor or lender to SBI for its approval to pursue
discussions relating to an investment or loan to SBI.
During initial discussions, Finder is authorized to disclose the name of SBI and
other pertinent information approved by SBI in advance of disclosure to an
approved Investor. Based on an expression of interest in further discussions by
Investor, Finder will introduce SBI to Investor, and SBI and Investor may then
discuss and negotiate the terms of the Transaction. The "Transaction" may take
any form, including without limitation the purchase of, or option to purchase,
equity and/or debt securities of SBI, or any combination thereof.
FINDER'S FEE. If a Transaction closes with an Investor introduced by Finder and
approved by SBI, then SBI shall pay a Finder's Fee that shall equal to ten
percent (10%) of the "Total Consideration" and five percent of the "Total
Consideration" in the Common Stock of SBI. "Total Consideration" means the
aggregate amount of all cash, paid to SBI by Investor in connection with the
Transaction. The securities will be valued at the fair market value as of the
closing of the Transaction.
SBI shall pay the Finder's Fee upon closing of the Transaction. Finder may elect
to receive all or a portion of its Finder's Fee in (i) cash; or (ii) shares of
common stock of SBI valued based on the valuation used for the Transaction;
provided however, that Finder may only select stock if the issuance of the stock
to Finder meets the requirements of applicable securities exemptions, and that
Investor agrees to allow Finder to use all or a portion of its Finder's Fee to
purchase stock.
If SBI fails to close a Transaction with Investor for any reason, SBI will have
no obligation whatsoever to pay a Finder's Fee to Finder.
EXPENSE REIMBURSEMENT. Finder shall be promptly reimbursed for all approved
expenses associated with the performance of the Services described herein. All
expenses that exceed $500 shall be approved by the SBI in writing.
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Agreed on this 10th day of October, 2001:
On behalf of Securities Biometrics, Inc.
Per: /s/ Xxxxxx Xxxxx
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President
And /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
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