Business Intermediary Services
0000 XX&X Xxxxxxxx, Xxxxxxxxx, XX 00000
Office (000)000-0000 Fax (000) 000-0000
BUYER-BROKER AGREEMENT
April 16, 1997
PERSONAL AND CONFIDENTIAL
Xx. Xxxxx X. Xxxxxx, President
Redneck Foods, Inc.
7 Stuyvesant
Xxxxxxxxx, XX 00000
Dear Xxxxx:
This Agreement is made by and between BUSINESS INTERMEDIARY SERVICES, LTD.,
hereinafter referred to as "BIS" or "the Broker", and REDNECK FOODS, INC.,
hereinafter referred to as "REDNECK" or "the Purchaser". Purchaser hereby
retains Broker for the purpose of locating businesses or properties to be
purchased by Purchaser under terms and conditions acceptable to Purchaser.
This Agreement will be in effect for a twenty-four (24) month period,
commencing on the date of your acceptance. This Agreement will automatically
continue unless terminated by either party by written notice at least thirty
(30) days prior to the expiration of the initial period or any extension(s)
thereafter.
If REDNECK, or any other person acting for Purchaser or in Purchaser's
behalf, purchases any businesses or properties during the life of this
Agreement or within three (3) years thereafter, which was first presented or
submitted to Purchaser by Broker during the life of this Agreement, and the
description of which was submitted to Purchaser in writing, either personally
or by mail posted prior to the termination date of this Agreement, REDNECK
agrees to pay an Accomplishment Fee to BIS in certified check at closing.
If REDNECK, or any other person acting for Purchaser or in the Purchaser's
behalf, obtains an option to purchase any such businesses or properties
during the life of this contract or within three (3) years thereafter, which
was first presented or submitted to Purchaser by Broker during the life of
this contract, and the description of which has been submitted to Purchaser
in writing, either in person or by mail posted prior to the termination date
of the Agreement, Purchaser agrees to pay Broker 40% of the Accomplishment
Fee that would have been earned by Broker if the Purchaser had purchased the
business or property. The payment of the Accomplishment Fee shall be by
certified check at the time the option is obtained. Purchaser further agrees
to pay Broker the balance of the Accomplishment Fee in certified check when
the Purchaser either exercises said option or purchases said business or
property, or assigns said option.
BIS's Accomplishment Fee is based on a percentage of the Total Purchase Price
paid by the Purchaser. The Accomplishment Fee structure is as follows:
5% of Total Purchase Price up to $1 million; plus
4% of Total Purchase Price between $1 million and $2 million; plus
3% of Total Purchase Price between $2 million and $3 million; plus
2% of Total Purchase Price between $3 million and $4 million; plus
1% of Total Purchase Price in excess of $4 million.
The Total Purchase Price for purposes of this Agreement shall be defined as,
but not limited to, any cash, debt guarantees or assumptions, credit
arrangements, assets, promissory notes, royalty agreements, employment
agreements, covenants not to compete, or infusion of capital funds to the
Company, or any other such agreements that are intended to convey value or
benefits to the seller and/or the shareholder.
Purchaser recognizes and confirms in representing Purchaser, BIS will be
using and relying upon information and data furnished to BIS by Seller, and
BIS does not assume responsibility for the accuracy and completeness of the
information. BIS will not undertake to independently verify the information,
and will not make an appraisal of any individual assets owned by the Seller.
The parties hereto acknowledge that BIS is not licensed as a securities
broker or dealer by any state or federal government agency. Notwithstanding
such fact, however, it is agreed that if the transaction must be structured
as a purchase of stock and/or other securities, then REDNECK shall pay BIS
the Accomplishment Fee due hereunder for Financial Advisory Services and for
procuring a seller, but not for the brokering of stock and/or any other
securities.
If the foregoing is in accordance with your understanding, please so indicate
by signing and returning to us the duplicate copy of this letter.
We look forward to being of service to you. Sincerely,
BUSINESS INTERMEDIARY SERVICES, LTD.
Xxxxx X. Xxxxxx, CBI President
EKS/xxx
CONFIRMED AND ACCEPTED on this 16 day of April, 1997 REDNECK FOODS, INC.
Xxxxx X. Xxxxxx President
