Exhibit 10.14
[TRINITY MEDICAL GROUP USA, INC. LETTERHEAD]
June 22, 2001
Xx. Xxxxx X. Xxxxxx
Partner & Managing Director
L.H. Friend, Xxxxxxxx, Xxxxxxxx & Xxxxxxx, LLC
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000 PERSONAL & CONFIDENTIAL
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Dear Xxxxx:
This letter will confirm the understanding between L.H. Friend, Xxxxxxxx,
Xxxxxxxx, & Xxxxxxx, LLC ("Friend") and Trinity Medical Group USA, Inc.
("Trinity"). We are requesting that Friend introduce certain institutional
investors to Trinity and also advise us regarding potential investment terms by
such investors and Xxx Xxx, Inc. (the "Transaction").
For its work in introducing, discussing and coordinating meetings with such
investors, we shall grant Friend (or its affiliates) five year warrants to
purchase 25,000 shares of Trinity common stock (the "Initial Warrants") issuable
upon execution of this letter. The Initial Warrants shall be exercisable after
30 calendar days at $2.00 per share and contain a standard net issuance
provision. We will use our best efforts to register the underlying common stock
of the Initial Warrants as soon as practical. In the event there is a
Transaction within twelve months following the date of this letter, between
Trinity and any of the potential investors, introduced by Friend within 45 days
of the execution of this letter to Trinity, Trinity will pay to Friend a cash
fee of ten percent (10%) of the total amount invested. The fee will be paid at
the time of the closing of the Transaction. In addition, Friend will receive, as
part of their compensation, five year warrants to purchase Trinity common stock
(the "Transaction Warrants"). The number of Transaction Warrants will be
calculated at 10.0% of the aggregate gross principal amount received in the
Transaction exercisable at a price equal to the lower of the price paid by
investors or average closing bid prices of Trinity's common stock for the twenty
five (25) business days preceding the closing of the Transaction. For example,
if the total gross principal amount of the Transaction is $1,000,000 and the
average bid prices equal $1.00 per share, then the Transaction Warrants will
allow Friend to purchase 100,000 shares of Trinity common stock. The Transaction
Warrants will contain standard net issuance provisions and registration rights.
The Company shall not pay any fees, commissions or other compensation to Friend
for common shares sold by Xxx Xxx, Inc. to Friend investors. In addition, if we
accept a Transaction, we shall grant Friend a first right of refusal to become
our exclusive financial advisor relating to any capital raise or
merger/acquisition transaction for a period of eighteen months from the close of
the Transaction.
This agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. This Agreement constitutes
the entire Agreement between the parties hereto and supersedes all prior
Agreements and understandings, oral or written, between the parties hereto. To
effect any change, modification, alteration or amendment of this Agreement, the
same must be in writing and signed by the parties.
Sincerely,
Trinity Medical Group USA, Inc.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx
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Xxxxx X. Xxxxxxx, Ph.D. Xxxx X. Xxxxxx
Chief Executive Officer Chief Financial Officer
AGREED & ACCEPTED BY:
L.H. Friend, Weinress, Xxxxxxxx & Xxxxxxx, LLC
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Partner & Managing Director
