EXHIBIT 10.3
COMMISSION AGREEMENT
Commission Agreement (the "Agreement") made and entered into on this 31" day
of March 1999 by and between May Xxxxx Group Inc. "MDG" having offices at One
World Trade Center, Suite 8735 in New York, N.Y., 10048 and Environmental
Solutions Worldwide Inc. ("Company"), having its principal place of business
at 00 Xxxxxxxxx Xxxx., Xxxxx 0 in Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx.
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WHEREAS, the Company agrees to hire MDG as placement agent to the Company for
financial and investment banking advice and services to raise $600,000.00 in
a private placement.
WHEREAS, the Company agrees to compensate MDG ten (10%) percent of gross
proceeds received by the Company pursuant financing arranged by MDG in cash
and equity.
WHEREAS, the cash compensation, equal to ten (10%) percent of the gross
proceeds, shall be in the form of immediate, liquid funds. The Company will
wire, via Federal Funds, the cash compensation to the below account
information with in three business days of receipt of the gross proceeds
pursuant to any financing arranged by MDG for Company. The Federal Funds
instructions are as follows:
Chase Manhattan Bank
New York City
ABA number: 021 000 021
Account number: 1400 8232 2865
Account name: May Xxxxx Group Inc.
WHEREAS, the equity compensation shall be in the form of a Warrant to
purchase 60,000 common shares ("Warrant") of the Company, symbol ESWW and
currently trading OTC:BB. The Warrant will be delivered to MDG with in three
business days of a financing, funding and/or draw arranged by MDG on behalf
of Company. The Warrant shall be in name to be determined by MDG and
delivered to the following address:
May Xxxxx Group
Attention: Xxx Xxxxxxxx
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, X.X. 00000
(000) 000-0000
WHEREAS, The Warrant shall survive for five years from Issue Date, have
demand and "piggyback" registration rights and have an exercise price of
$3.00 US.
ADDITIONALLY, the compensation for arranging an equity line of $10,000,000
shall be the same as above except the Warrant shall be to purchase 240,000
shares.
WITNESSETH:
1. Hold Harmless."Company recognizes that MDG shall use its best
efforts to advise and service Company with regard to the Company's
financial and investment banking needs. The Company also recognizes
that MDG is working on a "best efforts" basis and therefore no
guarantees, representations or promises may be made as to
performance. Therefore, Company holds MDG harmless for performance
and indemnify MDG from any legal proceedings against MDG by the
Company or any of its management, shareholders or other entities
with regard to this Agreement, services and advice performed in good
faith by MDG on behalf of Company or financing MDG may arrange on
Company's behalf, except for any loss or damage suffered or incurred
through gross negligence of MDG.
2. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the local laws of the State of New
York applicable to agreements made and to be performed within the
State, without regard to conflict of law principles.
3. Assignment. MDG shall have the right to assign, pledge or
transfer it's compensation under this Agreement but not it's duties
and responsibilities under this Agreement.
4. Binding Effect. This Agreement shall inure to the benefit of, and
is binding upon, the parties hereto and their respective heirs,
representatives, successors and assigns.
5. Waiver. No waiver of any provision hereof shall be valid unless
it is in writing signed by the person against whom it is charged. No
waiver of any provision herein shall constitute a waiver of any
other provision hereof, or of the provision at any other time.
6. Notices. Any notice to be given under the terms of this Agreement
shall be in writing and addressed to the parties hereto at their
respective addresses set forth at the beginning of this Agreement.
Such notice shall be deemed duly given when (a) personally
delivered, (b) five (5) business days after having been properly
addressed, enclosed in a properly sealed envelope or wrapper and
sent postage-paid by certified mail, return receipt requested, (c)
transmitted by telefax, immediately confirmed (that day) by
telephone by the person to whom the notice is sent and the original
is sent by regular mail to such party in a properly sealed and
postage-paid envelope or wrapper addressed as required herein, or
(d) one (1) business day after being sent, at the expense of the
sender, by Federal Express, Airborne, U.S. Express Mail or similar
overnight carrier.
7. No Joint Venture. This is an agreement between separate legal
entities and neither is the agent or employee of the other for any
purpose whatsoever. The parties do not intend to create a
partnership or joint venture between themselves. Neither party shall
have the right to bind the other to any agreement with a third party
or to inure any obligation or liability on behalf of the other party.
8. Force Majeure. If the circumstances beyond the control of the
parties shall temporarily make it impossible for either of them to
perform their agreements hereunder,
then the principles of force majeure period to the extent that such
performance is reasonably affected thereby. It is agreed that such
circumstances may arise by reason of governmental laws or
regulations, war, strike, fire, flood, act of God, or other casualty
or natural calamity.
9. Complete Agreement. This Agreement contains the whole agreement
between the parties concerning the subject matter hereof and there
are not collateral or precedent representation, agreements or
conditions not specifically set forth herein.
10. Modification or Amendment. Any modification or amendment of any
provision of this Agreement must be in writing, signed by the
parties hereto and dated hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day, month and year first written above.
Company May Xxxxx Group
By: /s/ A. XXXXXXX XXXXXX By: /s/
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Name: A. Xxxxxxx Xxxxxx Name:
Title: President Title:
