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EXHIBIT 10.6
THIS FINDER'S FEE AGREEMENT is made as of the 27th day of December, 1999
BETWEEN:
SPATIALIZER AUDIO LABORATORIES, INC.
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
(the "Company")
OF THE FIRST PART
AND:
BRISTOL CAPITAL, L.L.C.
00000 Xxx Xxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
(the "Finder")
OF THE SECOND PART
WHEREAS:
A. The Company has entered into a subscription agreement with Bank Xxxxxxxx de
Beaufort ("Xxxxxxxx") of The Netherland, in connection with a non-brokered
private placement of Two Hundred and Fifty Thousand United States Dollars
($250,000) worth of common stock of the Company priced pursuant to the Common
Stock Subscription Agreement ("Subscription Agreement") between Xxxxxxxx and
the Company dated December 29, 1999 and warrants to purchase 500,000 shares of
common stock of the Company (the "Private Placement");
B. The Finder introduced the Company to Xxxxxxxx and assisted the Company in
the conclusion of the Private Placement;
C. The Company wishes to reward the Finder for its services in the manner as
hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants, promises, conditions, warranties and representations
hereinafter set forth, the parties hereto agree as follows:
1. The Finder hereby represents and warrants that:
a) it is at arm's length with the Company;
b) has acted in good faith at all times in connection with the
introduction of the Company to Xxxxxxxx and its assistance in the
conclusion of the Private Placement;
c) it has not advertised the Private Placement to the general public; and
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d) the execution and delivery of this Agreement and the
consideration provided for herein will not violate or result in
the breach of the laws of California.
2. The Company agrees to compensate the Finder by paying to Finder
Twenty-Five Thousand United States Dollars ($25,000) concurrent with Closing
Date (as that term is defined in the Subscription Agreement).
6. The parties hereto and each of them covenant and agree that each of
them shall and will upon reasonable request by the other party, make, do,
execute or cause to be made, done or executed all such further and other lawful
acts, deeds, things, devices and assurances whatsoever for the better or more
perfect and absolute performance of the terms and conditions of this Agreement.
7. Neither finder nor its representatives are presently registered as a
broker or dealer under the Securities Exchange Act of 1934, as amended. As a
result, Finder is prohibited from participating in any activities or services
that would result in Finder effecting transactions in securities for the account
of others. However, Finder may act as a "finder" of potential investors that may
be suitable to the needs of Client.
Finder is in the business of providing strategic financial advice for corporate
issuers. Finder does not provide investment advice or financial planning
services. In that regard, Finder is not yet registered as an investment adviser
under the Investment Adviser's Act of 1940, as amended, and cannot therefore
provide any advice regarding the desirability or value of purchasing, selling,
transacting in, investing in, or holding any security. Rather, Finder's services
will be limited to general strategic and financial consulting services
(unrelated to the value of securities and/or the desirability of transacting in
securities), including advising Client as to the structuring of its financing.
8. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, administrators, successors and
assigns.
9. This Agreement constitutes the entire agreement between Finder and the
Company with respect to the subject matter hereof. This Agreement may be amended
only by a writing executed by all parties.
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10. This Agreement will be governed by and construed according to the laws
of California, excluding any choice of law rules that would render California
laws inapplicable. The parties agree that in any action for the enforcement of
the terms of this Agreement, the prevailing party shall be entitled to
reimbursement of reasonable attorney fees from the non-prevailing party.
11. Except as otherwise stated herein, in lieu of the original, a
facsimile transmission or copy of the original shall be as effective and
enforceable as the original. This Agreement may be executed in counterparts
which shall be considered an original document and which together shall be
considered a complete document.
IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement as
of and from the day first above written.
SPATIALIZER AUDIO LABORATORIES, INC.
Signature: /s/ XXXXX X. XXXXXXX
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Name:
BRISTOL CAPITAL, L.L.C.
Signature: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
