SERVICES AGREEMENT
EXHIBIT
10.1
This
Services Agreement (this “Agreement”)
is
made as of February 1, 2007 by and between Applied Medical Devices, Inc., a
Colorado corporation (the “Company”)
and
Fountainhead Capital Partners Limited, an entity registered in Jersey
(“FHCP”)
(each
a “Party”
and
collectively referred to hereafter as the “Parties”).
WITNESSETH:
WHEREAS,
the Company is a shell corporation with limited resources to pursue its business
plan and maintain its status as a publicly-reporting company.
WHEREAS,
FHCP has substantial experience in corporate governance and management and
has
substantial expertise and contacts which are of value to the Company in the
identification of prospective business opportunities for the Company and sources
of financing;
WHEREAS,
the business plan of the Company is the identification of a suitable target
for
a potential merger or acquisition transaction commonly known as a “reverse
merger” or “alternative public offering” transaction;
WHEREAS,
to facilitate pursuing the Company’s operation and pursuit of the goals stated
in its business plan, the Company desires to engage FHCP to provide the services
specified in this Agreement;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties, intending to be legally
bound, hereby agree in good faith as follows:
1. Services.
The
services which FHCP shall provide under this Agreement, shall include the
following:
(a)
FHCP
will
familiarize itself to the extent it deems appropriate with the business,
operations, financial condition and prospects of the Company;
(b)
At
the
request of the Company’s management, FHCP will provide strategic advisory
services relative to the achievement of the Company’s business
plan;
(c)
FHCP
will
undertake to identify potential merger and acquisition targets for the Company
and assist in the analysis of proposed transactions;
(d)
FHCP
will
assist the Company in identifying potential investment bankers, placement agents
and broker-dealers who are qualified to act on behalf of the Company to achieve
its strategic goals.
(e)
FHCP
will
assist in the identification of potential investors which might have an interest
in evaluating participation in financing transactions with the
Company;
(f)
FHCP
will
assist the Company in the negotiation of merger, acquisition and corporate
finance transactions;
(g)
At
the
request of the Company’s management, FHCP will provide advisory services related
to corporate governance and matters related to the maintenance of the Company’s
status as a publicly-reporting company; and
(h)
At
the
request of the Company’s management, FHCP will assist the Company in satisfying
various corporate compliance matters.
FHCP
is
not a licensed broker-dealer. Under no circumstances will FHCP engage in any
activities which would require licensure as a broker-dealer or
otherwise.
2. Term
and Termination.
The
term of this engagement shall be for a period of twelve (12) months commencing
with the date of this Agreement and may be extended upon the mutual written
agreement of the Parties.
3. Consideration.
In
consideration for FHCP providing the services set forth in Section 1 above,
the
Company will pay to FHCP a quarterly fee of $10,000.00, payable in cash or,
at
the option of FHCP, in kind, on the first day of each calendar quarter
commencing February 1, 2007.
4. Notices.
All
notices, requests, demands, claims, and other communications hereunder shall
be
in writing. Any notice, request, demand, claim or other communication hereunder
shall be deemed duly delivered four business days after it is sent by registered
or certified mail, return receipt requested, postage prepaid, or one business
day after it is sent for next business day delivery via a reputable overnight
courier service, in each case to the intended recipient as set forth
below:
|
If
to the Company:
Applied
Medical Devices, Inc.
0000
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxx X. Xxxxxxxx.
|
Copy
to:
Law
Offices of Xxxxxx Xxxxxx
000
Xxxxx Xxxx Xxxxxxxxx
Xxxxx
000
Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxxx Xxxxxx
|
|
If
to the FHCP:
Fountainhead
Capital Partners Limited
Xxxxxxx
Xxxxx
Xxx
Xxxxxx, Xx. Xxxxxx
Xxxxxx
XX0 0XX
Attention:
Xxxxxxx Xxxxxx
|
Any
Party
may give any notice, request, demand, claim or other communication hereunder
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail or electronic mail), but no such notice,
request, demand, claim or other communication shall be deemed to have been
duly
given unless and until it actually is received by the party for whom it is
intended. Any party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other party notice in the manner herein set forth.
5. Miscellaneous.
(a)
Entire
Agreement.
This
Agreement constitutes the entire agreement among the Parties and supersedes
any
prior understandings, agreements or representations by or among the Parties,
written or oral, with respect to the subject matter hereof.
(b)
Succession
and Assignment.
This
Agreement shall be binding upon and inure to the benefit of the Parties named
herein and their respective successors and permitted assigns. No Party may
assign either this Agreement or any of its rights, interests or obligations
hereunder without the prior written approval of the other party.
(c)
Counterparts
and Facsimile Signature.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the same
instrument. This Agreement may be executed by facsimile signature.
(d)
Headings.
The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.
(e)
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to any choice or conflict
of
law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of laws of any jurisdictions
other than those of the State of New York.
The
Parties hereby consent to the exclusive jurisdiction of the courts of the State
of New York located in Brooklyn County and the United States District Court
for
the Southern District of New York for all disputes arising under this
Agreement.
(f)
Amendments
and Waivers.
The
Parties may mutually amend any provision of this Agreement at any time during
the term of this Agreement prior to the termination of this Agreement. No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by the Parties. No waiver of any right or remedy
hereunder shall be valid unless the same shall be in writing and signed by
the
party giving such waiver. No waiver by any party with respect to any default,
misrepresentation or breach of warranty or covenant hereunder shall be deemed
to
extend to any prior or subsequent default, misrepresentation or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.
(g)
Severability.
Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability
of
the remaining terms and provisions hereof or the validity or enforceability
of
the offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the
Parties agree that the court making the determination of invalidity or
unenforceability shall have the power to limit the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term
or
provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified.
(h)
Construction.
The
language used in this Agreement shall be deemed to be the language chosen by
the
Parties to express their mutual intent, and no rule of strict construction
shall
be applied against any party. Any
reference to any federal, state, local or foreign statute or law shall be deemed
also to refer to all rules and regulations promulgated thereunder, unless the
context requires otherwise.
(i)
Remedies. FHCP
shall be entitled to enforce its rights under this Agreement specifically to
recover damages by reason of any breach of any provision or term of this
Agreement and to exercise all other rights existing in its favor. In the event
of any dispute under this Agreement, the prevailing party shall be entitled
to
recover its costs incurred in connection with the resolution thereof, including
reasonable attorneys fees.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as an
instrument under seal as of the date first written above.
| Applied Medical Devices, Inc. | ||||
| By: |
/s/
Xxxxxx X. Xxxxxxxx
|
|||
| Name: |
Xxxxxx
X. Xxxxxxxx
|
|||
| Title: | President | |||
| Fountainhead Capital Partners Limited | ||||
| By: | /s/ Gisele Le Miere | |||
| Name: |
Gisele Le Miere |
|||
| Title: | Director | |||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: |
Xxxxxx Xxxxx |
|||
| Title: | Director |
