Exhibit 10.27
INVESTMENT BANKING AGREEMENT
This Investment Banking Agreement (the "Agreement") is entered into June 17,
2005 by and between Delta Mutual, Inc. a Delaware corporation with its principal
office located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 ("Delta"), and
T& T Vermoegensverwaltungs AG ("T&T"), with its principal office located at
Xxxxxxxxxxxxxx 00, 0000, Xxxxxx, Xxxxxxxxxxx. Delta hereby retains and appoints
T&T on an exclusive basis so long as this Agreement is in full force and effect,
and T& T accepts such appointment to raise up to $3,500,000 in the form of two
sequential fundings as follows: (1) a One Million Five Hundred Thousand Dollar
($1,500,000) private placement called the "First Tranche"; and (2) a Two Million
Dollar ($2,000,000) private placement called the "Second Tranche".
(1) The First Tranche shall take the form of a private placement of
$1,500,000, to be completed by July 31, 2005, of shares of the
Common Stock (as defined below) of Delta at a price per share of
thirty cents ($0.30), with accredited investors primarily in Europe.
The purpose of the First Tranche is to provide Delta with working
capital. Upon completion of the First Tranche, the investors will
own approximately five million (5,000,000) shares of the outstanding
common stock of Delta.
(2) The Second Tranche shall take the form of a private equity placement
of up to $2,000,000, provided that Delta provides T&T with written
notice, on or after July 31, 2005 of the amount of funding required
in the Second Tranche. Upon such notification, T&T shall have one
hundred twenty (120) days to complete the placement of additional
shares of the Common Stock of Delta at a price per share of thirty
cents ($0.30), with accredited investors primarily in Europe.
(3) As used herein, Common Stock shall mean shares of Delta's common
stock that are deemed restricted securities as defined under Rule
144 promulgated under the Securities Act of 1933, as amended, and
that stock certificates representing the shares of Common Stock
shall bear the appropriate restrictive legends.
T&T acknowledges that it is an independent contractor and is not an employee or
agent of Delta and shall not hold itself out as such employee or agent. T&T
further acknowledges that it has no authority or responsibility to enter into
any contracts or commitments on behalf of Delta. Any material T&T prepares and
distributes on behalf of Delta shall be subject to the Confidential Information
provisions contained in this Agreement and shall remain property of Delta. The
parties agree T&T shall perform its services herein on a best efforts basis.
COMPENSATION
Delta agrees to compensate T&T as described in this paragraph but only if
investors introduced by T& T actually provide funding to Delta. In such event,
Delta agrees to pay or cause to be paid a cash fee equal to twelve percent (12%)
of the cash proceeds received by Delta. The foregoing sentence notwithstanding,
T&T, at its sole option, may deduct any compensation due to it under this
section of the Agreement from the gross proceeds due to Delta from the placement
of private equity in accordance with this Agreement.
The foregoing paragraph notwithstanding, Delta is under no obligation to accept
any offer for investment brought to Delta by T&T and T&T acknowledges that it
cannot control any decisions made by Delta, including the decision by Delta (at
its sole discretion) to refuse any investors or investment proposals provided by
T&T under this Agreement.
TERM AND TERMINATION
The term of this Agreement shall be for a period of six (6) months from the date
hereof ("Initial Term"). This Agreement may be extended beyond the Initial Term
by the written consent of both parties. This Agreement may be terminated at any
time for cause, such as malfeasance, misfeasance, or the perception of lack of
best efforts on behalf of either party. Upon termination of this Agreement,
neither party shall have any liability or obligation to the other party,
provided however, that for a period of one (1) year following termination, Delta
will be responsible for the Compensation as provided herein to T&T, if Delta
consummates a funding transaction with a party introduced by T&T during the time
that this Agreement was in full force and effect, and which party was not
previously known to Delta as of the date of this Agreement.
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CONFIDENTIAL INFORMATION
Both parties, unless required by court order, statute or other regulation must
approve any publicity or disclosure of the business relationship between Delta
and T&T, in advance. During the course of the performance of services by T&T, it
may have access to, have disclosed to it, or otherwise obtain information, which
Delta identifies (in writing, by labeling or otherwise) as Confidential
Information ("Confidential Information"). T&T shall use such Confidential
Information solely in performance of its obligations under this Agreement and
shall not divulge it to, or use it for the benefit of any third party without
Delta's written consent. Information shall not be deemed confidential if such
information is: a) already known to T&T free of any restrictions at the time it
is obtained; b) subsequently learned from an independent third party free of any
restrictions; or c) available publicly.
DISPUTE RESOLUTION
The parties agree that all disputes arising out of or in connection with this
Agreement shall be finally settled by confidential, final and binding
arbitration in London, England, in the English language, under the Rules of
Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said Rules, except Delta and T&T shall retain
the right to seek injunctive and equitable relief for any actual or threatened
breach of the Confidential Information section of this Agreement in any state or
federal court of competent jurisdiction.
ENTIRE AGREEMENT
This Agreement supersedes all prior agreements between the parties and sets
forth the entire understanding between the parties with respect to the subject
matter herein. No amendments or modifications to this Agreement shall be binding
unless made in writing and signed by both parties.
CONTROLLING LAW
The laws of the Commonwealth of Pennsylvania, United States of America, shall
control the interpretation and enforcement of this Agreement.
The parties have executed this Agreement effective as of the date and year first
written above.
T&T Vermoegensverwaltungs AG (T&T) Delta Mutual, Inc. (Delta)
By: /s/ Ivano Angelastri By: /s/ Xxxxx X. Xxxxx
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Ivano Angelastri Xxxxx X. Xxxxx
President President & CEO
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