EUROPA SECURITIES LLC
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October 6, 2009
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Chairman, CEO
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▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
Re: Funding/Financing Referral/Placement Agency Agreement
Dear ▇▇▇▇▇▇▇,
This Funding/financing referral/ Placement Agency Agreement (this "Agreement")
will confirm that INTREorg Systems, Inc. (the "Company") hereby engages Europa
Securities, LLC ("Europa"), to act as its exclusive referral/placement agent, on
a commercially reasonable, best-efforts basis, to provide certain Services (as
defined below) to the Company in accordance with the terms and conditions set
forth herein; and Europa hereby agrees to provide such Services on a
commercially reasonable, best-efforts basis to the Company in accordance with
such terms and conditions. Europa makes no assurances that the provision of the
Services hereunder will be successful.
Now, therefore, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
For the purposes of this Agreement, the term "Services" shall
include efforts to obtain capital for the Company or any of
its Projects, or otherwise arrange for the Company to receive
capital on terms and conditions acceptable to the Company,
through any legal means, whether equity, debt or any
combination thereof, etc (collectively, a "Financing")
For the purposes of this Agreement, an Accredited Investor, as
such term is defined in Rule 501 of Regulation D, shall be
considered to have been "introduced to the Company by or
through Europa" if the Accredited Investor was introduced to
the Company either directly or indirectly by Europa, its
agents or employees, (a "Europa Investor").
Nothing contained in this Agreement shall be construed as an offer
by Europa or any of its affiliates to extend credit. In
addition, Europa does not provide legal, tax or accounting
services and does not render such advice.
The "Term" of this Agreement shall extend from the date this
Agreement is fully executed and shall continue until delivery
of written notice by the Company to Europa to terminate this
agreement at any time with or without cause (the "Termination
Date"), provided, however, that the termination of this
Agreement shall not in any way limit, modify, or otherwise
affect the rights of Europa to: (i) receive its entire
compensation pursuant to the terms of this Agreement in
connection with a Financing involving the Company during the
Term of this Agreement or subsequent to the termination or
expiration of this Agreement, (ii) The Company, its agents,
heirs, assignees and successors agree that there can be no
direct contact between the Company, its agents and the source
of potential financing without the written authorization or
consent of the Agent. Said provision shall remain in effect
for Five years from effective date or last closing and include
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all third party persons or companies for financing/funding. An
introduction will be viewed as formally made by means of
facsimile, email, United States Postal Service, phone,
conference call or hand delivered letter to the Company. Any
funding source introduced by the company itself, is excluded.
Expiration of this Agreement and (iii) is protected by the
indemnification rights, waivers and other provisions of this
Agreement. The Company will authorize distribution or provide
comments to Europa within five business days after receiving
such material.
In consideration of the performance of the Services pursuant to
this Agreement, the Company shall compensate Europa as
follows:
Upon the execution of this Agreement, the Company will pay
to Europa a fee of $10,000, of which $5,000 is payable
within two (2) business days after the signing of this
Agreement by the Company and the balance at the first
closing of any financing. Said funds will be used to
defray the cost of performing initial Due Diligence,
travel and background checks in conformity with the rules
of the Financial Industry Regulatory Authority ("FINRA").
Upon the closing of a Financing on any terms accepted by
the Company with a Europa Investor, the Company shall
pay fees to Europa from escrow at closing following
the actual transfer of Consideration (as defined
herein) to the Company, its stockholders, affiliates
or subsidiaries. These fees shall consist of the
following:
A. In the case of equity, a cash fee equal to
eight percent (8.0%) of the aggregate
Consideration received by the Company, its
stockholders, affiliates or subsidiaries
from said investors relative to a Financing
referred to in this Section plus a two (2)
percent non-accountable expense allowance.
In addition, the Company shall issue to
Europa common stock of the company equal to
ten percent (10.0%) of the gross dollars
number raised for the Company at a price of
110% of the five day volume weigh average
bid price (VWAP) per share before said
transaction is announced Europa may assign
any or all of its rights to affiliates.
If all or part of the Financing is in the
form of a note that is convertible into
equity, the Company shall pay fees on the
portion of the Consideration that meets
these criteria in accordance with the above
Section of this Agreement.
B. If all or part of the Financing for a
particular Company Project is in the form of
non-convertible debt or equity, (i.e.)
(merger or acquisition, transaction, etc
then the cash fee shall be five per cent
(5.0%). In addition, the Company shall issue
to Europa common stock equal to eight and an
half (8.50%) of the gross amount raised for
the company at the five day (VWAP) or at $1
ashare which every is closer to $1.00 before
said transaction is announced. Europa may
assign any or all of its rights to
affiliates.
Subsequent Transactions Tail. During the Term of
this Agreement, minimum of three years and
for a period of Sixty (60) months after the
termination or expiration of this Agreement,
if the Company consummates a Financing with
any Europa Investor then the Company shall
pay to Europa all fees and expenses provided
hereunder.
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Fees and expenses due Europa hereunder shall be earned and
paid out of the funds received at the closing of a
Financing. Europa and/or its affiliates may be Europa
Investors in the Financing.
During the Term of this Agreement and subject to The
Company's prior written approval which may be
reasonably withheld, Europa reserves the right to
have selected dealers ("Selected Dealers") in good
standing with the Financial Industry Regulatory
Authority ("FINRA") participate in the Financing,
specifically for the purposes of assisting the
Company in finding qualified Europa Investors for the
Financing. Such Selected Dealers shall be compensated
by Europa.
For the purposes of this Agreement, "Security" or
"Securities" shall mean: (i) any stock or other
security or ownership interest of the Company of the
class, series and with the same terms as is issued in
connection with a Financing, as the case may be, or
(ii) if no such stock, security or ownership interest
is issued in connection with a Financing, the
existing common stock or unit of ownership interest
of the Company.
For the purposes of this Agreement, "Consideration" shall
mean the aggregate amount of all cash, plus the fair
market value of all securities, other property,
goods, services, use of premises or personnel or
other items of value, received by the Company, its
agents, employees, stockholders, affiliates, and
subsidiaries, in connection with a Financing, as the
case may be, of any nature, arising from Europa's
rendering of the Services hereunder. For the purposes
of this Agreement: (i) the fair market value of any
share or unit of any stock or other security in which
a public market exists shall be based at the average
of the last sales price for such securities on the
five (5) trading days prior to the date of closing of
such Financing, or on the Closing price on the date
of the closing of the financing, whichever is higher,
as the case may be; (ii) the fair market value of any
share or unit of any stock or other security in which
no public market exists and of all other property
shall be the value as agreed to by the parties or as
determined by an independent appraiser chosen by the
parties hereto; and (iii) the fair market value of
any services, use of premises or personnel received
in exchange for stock or other security shall be the
fair market value of such stock or securities
determined in accordance with the foregoing clauses
(i) and (ii). Notwithstanding the foregoing, to the
extent the Consideration offered in a transaction is
other than cash, the Company shall determine, in good
faith, whether it will accept such non-cash
Consideration as part of the Financing. If such
non-cash Consideration are excluded from the
Financing, Europa will be entitled to any fees on
such excluded non-cash Consideration.
Europa's fee in connection with a Financing shall be
based upon the percentages provided above of the
aggregate Consideration, before any deductions,
including, but not limited to fees, deposits,
transaction expenses, reserves, insurance or other
amounts withheld or paid by the investor or party
providing the funds in such Financing. Consideration
relative to a Financing shall be deemed to include
total value of equity or debt Securities sold
directly or indirectly, in connection with a
Financing, including proceeds received by the
Company, its stockholders, affiliates or subsidiaries
upon exercise of options, warrants and/or similar
securities (collectively, the "Options"), and any
amounts paid into escrow and any amounts payable in
the future at such time as the money is paid to the
Company. If the Consideration received by the
Company, its stockholders, affiliates or subsidiaries
in connection with a Financing is to be paid in whole
or in part through installment payments, Europa's fee
shall be paid when funds are received by the Company.
To the extent such future payments relative to either
a Financing are not currently ascertainable or relate
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to the exercise of Options, the portion of Europa's
fee relating thereto shall be calculated and paid
when and as such contingent payments are made or when
such Options are exercised and the company receives
money from such exercise. If the Consideration
received by the Company, its stockholders, affiliates
or subsidiaries in connection with a Financing, as
the case may be, is paid in whole or in part in the
form of securities or other non-cash Consideration,
such Consideration shall be valued at the fair market
value thereof on the day prior to the date of closing
of such Financing (or later date on which a
contingent payment is made), as the Company and
Europa shall agree; provided, however, that if such
Consideration consists of securities with an existing
trading market, such securities shall be valued at
the average of the last sales price for such
securities on the five (5) trading days prior to the
date of closing of such Financing, as the case may
be, (or later date on which a contingent payment is
made).
Representations and Warranties of the Company. The Company
understands and agrees that Europa will be relying upon the
same representations and warranties required by and given to
Europa Investors in connection with any Financing.
Accordingly, the Company agrees that, as a condition to
closing of any Financing with Europa Investors that are
introduced to the Company by or through Europa, the Company
will make customary representations and warranties to Europa
Investors and will confirm in writing to Europa that Europa
may rely on such representations and warranties in connection
with any such Financing. Specifically, the Company represents
and warrants to Europa as follows:
Securities Law Compliance. The Offering Documents conform
in all material respects with the requirements of
Section 4(2) of the Securities Act and Regulation D
promulgated hereunder and with the requirements of
all other published rules and regulations of the
Securities and Exchange Commission (the "Commission")
currently in effect relating to "private offerings"
to "accredited investors." The Offering Documents,
when read together as of their respective dates, will
not contain an untrue statement of a material fact or
omit to state any material fact necessary in order to
make the statements therein, in light of the
circumstances in which they were made, not
misleading. If at any time prior to the Termination
Date or other termination of this Agreement any event
shall occur as a result of which it might become
necessary to amend or supplement the Offering
Documents so that they do not include any untrue
statement of any material fact or omit to state any
material fact necessary in order to make the
statements therein, in the light of the circumstances
then existing, not misleading, the Company will
promptly notify Europa and will supply Europa with
amendments or supplements correcting such statement
or omission. The Company will also provide Europa for
delivery to all offered and purchasers and their
representatives, if any, any information, documents
and instruments which Europa deems necessary to
comply with applicable state and federal law.
Organization. The Company is a corporation duly organized,
validly existing and in good standing under the laws
of the State of incorporation and has all requisite
corporate power and authority to own and lease its
properties, to carry on its business as currently
conducted and as proposed to be conducted, to execute
and deliver this Agreement and to carry out the
transactions contemplated by this Agreement, and is
duly licensed or qualified to do business as a
foreign corporation in each jurisdiction in which the
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conduct of its business or ownership or leasing of
its properties requires it to be so qualified, except
where the failure to be so qualified would not have a
material adverse effect on the business, financial
condition or prospects of the Company.
Capitalization. The authorized, issued and outstanding
capital stock of the Company prior to the
consummation of the transactions contemplated hereby
is as set forth in the Offering Documents. All issued
and outstanding shares of the Company are validly
issued, fully paid and non-assessable and have not
been issued in violation of the preemptive rights of
any shareholder of the Company. All prior sales of
securities of the Company were either registered
under the Securities Act and applicable state
securities laws or exempt from such registration.
Warrants, Preemptive Rights, etc. Except for the Investor
Warrants and the Financing Warrants to purchase
shares of Common Stock to be issued to Europa or its
designees in consideration for acting as Placement
Agents hereunder, and except as disclosed in the
Offering Documents, there are not any outstanding
warrants, options, agreements, convertible
securities, preemptive rights to subscribe for or
other commitments pursuant to which the Company is,
or may become, obligated to issue any shares of its
capital stock or other securities of the Company and
the Offering will not cause any anti-dilution
adjustments to such securities or commitments.
Subsidiaries and Investments. Except as stated in the
Offering Documents, the Company has no subsidiaries
and the Company does not own, directly or indirectly,
any capital stock or other equity ownership or
proprietary interests in any other corporation,
company, association, trust, partnership, joint
venture or other entity.
Financial Statements. The financial information contained
in the Offering Documents will be accurate in all
material respects (such financial statements included
as part of the Offering Documents is hereinafter
referred to collectively as the "Financial
Statements"). The Financial Statements have been
prepared in conformity with generally accepted
accounting principles consistently applied and show
all material liabilities, absolute or contingent, of
the Company required to be recorded thereon and
present fairly the financial position and results of
operations of the Company as of the dates and for the
periods indicated, except that interim financial data
shall be subject to normal year-end adjustments
consistent with past practice.
National Security Legislation. Neither the sale of the
Securities hereunder nor the Company's use of the
proceeds thereof will violate the Trading with the
Enemy Act, as amended, or any of the foreign assets
control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as
amended) or any enabling legislation or executive
order relating thereto. Without limiting the
foregoing, neither the Company nor any of its
subsidiaries (a) is a person whose property or
interests in property are blocked pursuant to Section
1 of Executive Order 13224 of September 23, 2001
Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support
Terrorism (66 Fed. Reg. 49079 (2001)) or (b) engages
in any dealings or transactions, or be otherwise
associated, with any such person. The Company and its
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subsidiaries are in compliance with the USA Patriot
Act of 2001 (signed into law October 26, 2001).
Absence of Changes. Except as set forth in the Offering
Documents, the Company has not incurred any
liabilities or obligations, direct or contingent, not
in the ordinary course of business, or entered into
any transaction not in the ordinary course of
business, which is material to the business of the
Company, and there has not been any change in the
capital stock of, or any incurrence of long term debt
by, the Company, or any issuance of options, warrants
or other rights to purchase the capital stock of the
Company, or any adverse change or any development
involving, so far as the Company can now reasonably
foresee, a prospective adverse change in the
condition (financial or otherwise), net worth,
results of operations, business, key personnel or
properties which would be material to the business or
financial condition of the Company, and the Company
has not become a party to, and neither the business
nor the property of the Company has become the
subject of, any litigation which if adversely
determined would have a material adverse affect,
whether or not in the ordinary course of business.
Title. Except as set forth in the Private Placement
Memorandum, the Company has good and marketable title
to all properties and assets owned by it, free and
clear of all liens, charges, encumbrances or
restrictions, except such as are not materially
significant or important in relation to the Company's
business; all of the material leases and subleases
under which the Company is the lessor or sublessor of
properties or assets or under which the Company holds
properties or assets as lessee or sub lessee are in
full force and effect, and the Company is not in
default in any material respect with respect to any
of the terms or provisions of any of such leases or
subleases, and no material claim has been asserted by
anyone adverse to rights of the Company as lessor,
sublessor, lessee or sub lessee under any of the
leases or subleases mentioned above, or affecting or
questioning the right of the Company to continued
possession of the leased or subleased premises or
assets under any such lease or sublease. The Company
owns or leases all such properties as are necessary
to its operations as now conducted and to be
conducted, as presently planned.
Patents, Trademarks, etc. The Company licenses, owns or
possesses adequate and enforceable rights to use all
patents, patent applications, trademarks, service
marks, copyrights, trade secrets, processes,
formulations, technology or know-how used or proposed
to be used in the conduct of its business as
described in the Offering Documents (collectively,
"Proprietary Rights"). The Company has not received
any notice of any claims, nor does it have any
knowledge of any threatened claims, and knows of no
facts which could form the basis of any claim,
asserted by any person to the effect that the sale or
use of any product or service now used or offered by
the Company or proposed to be used or offered by the
Company infringes on any patents or infringes upon
the use of any such Proprietary Rights of another
person and, to the best of the Company's knowledge,
no others have infringed the Proprietary Rights.
Software. The Company licenses all of the software used in
connection with the Company's products. The current
software licensed by the Company (the "Software") is,
to the knowledge of the Company, original and capable
of copyright protection in the United States, and the
Company has exclusive licensed rights to such
Software, including possession of, or ready access
to, the source code for such Software in its most
recent version. No part of any such Software is, to
the knowledge of the Company, an imitation or copy
of, or infringes upon, the software of any other
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person or entity, or violates or infringes upon any
common law or statutory rights of any other person or
entity, including, without limitation, rights
relating to defamation, contractual rights,
copyrights, trade secrets, and rights of privacy or
publicity. The Company has not sold, assigned,
licensed, distributed or in any other way disposed of
or encumbered the Software, other than in the
ordinary course of its business. The Software, to the
extent any part of it is licensed from any
third-party licensor or constitutes "off-the-shelf"
software, is held by the Company legitimately. The
Company warrants that, to the best of the Company's
knowledge, the Software is free from any significant
software defect or programming or documentation
error, operates and runs in a reasonable and
efficient business manner, and conforms to its stated
specifications. The Company has no knowledge of the
existence of any bugs or viruses with respect to the
Software which would have a material adverse effect
on the condition (financial or otherwise), earnings,
operations, business or business prospects of the
Company.
Litigation. There is no material action, suit,
investigation, customer complaint, claim or
proceeding at law or in equity by or before any
arbitrator, governmental instrumentality or other
agency now pending or, to the knowledge of the
Company, threatened against the Company (or basis
therefore known to the Company), the adverse outcome
of which could materially adversely affect the
Company's business. The Company is not subject to any
judgment, order, writ, injunction or decree of any
federal, state, municipal or other governmental
department, commission, board, bureau, agency or
instrumentality, domestic or foreign which could
materially adversely affect the Company's business or
prospects.
No defaults; No contravention. The Company is not in
violation of or default under, nor will the execution
and delivery of this Agreement or any of the Offering
Documents or consummation of the transactions
contemplated herein or therein result in a violation
of or constitute a default in the performance or
observance of any obligation under, (i) its
Certificate of Incorporation or its Bylaws, (ii) any
indenture, mortgage, deed of trust, material
contract, material purchase order or other material
agreement or instrument to which the Company is a
party or by which it or its property is bound or
affected or (iii) with respect to any material order,
writ, injunction or decree of any court or any
federal, state, municipal or other governmental
department, commission, board, bureau, agency or
instrumentality, domestic or foreign, and there
exists no condition, event or act which constitutes,
nor which after notice, the lapse of time or both,
could constitute a default under any of the
foregoing, which in either case would have a material
adverse effect on the business of the Company.
Taxes. The Company has filed all federal, state, local and
foreign tax returns which are required to be filed by
it and all such returns are true and correct in all
material respects. The Company has paid all taxes
pursuant to such returns or pursuant to any
assessments received by it or which it is obligated
to withhold from amounts owing to any employee,
creditor or third party. The Company has properly
accrued all taxes required to be accrued. The tax
returns of the Company are not currently being
audited by any state, local or federal authorities.
The Company has not waived any statute of limitations
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with respect to taxes or agreed to any extension of
time with respect to any tax assessment or
deficiency.
Compliance with Laws; Licenses, etc. The Company has not
received notice of any violation of or noncompliance
with any federal, state, local or foreign laws,
ordinances, regulations and orders applicable to its
business which has not been cured, the violation of,
or noncompliance with which, would have a materially
adverse effect on the business or operations of the
Company. The Company has all licenses and permits and
other governmental certificates, authorizations and
approvals (collectively, "Licenses") required by
every federal, state and local government or
regulatory body for the operation of its business as
currently conducted and the use of its properties,
except where the failure to be licensed would not
have a material adverse effect on the business of the
Company. The Licenses are in full force and effect
and no violations are or have been recorded in
respect of any License and no proceeding is pending
or, to the knowledge of the Company, threatened to
revoke or limit any thereof.
Authorization of Agreement. This Agreement has been duly
executed and delivered by the Company and the
execution, delivery and performance by the Company of
this Agreement and the Subscription Agreement and
other Offering Documents have been duly authorized by
all requisite corporate action by the Company and
constitute the legal, valid and binding obligations
of the Company, enforceable in accordance with their
respective terms.
Authorization of Securities. The issuance, sale and
delivery of the Securities, the Investor Warrants and
the Financing Warrants have been duly authorized by
all requisite corporate action of the Company and,
when so issued, paid for and delivered, will be
validly issued, fully paid and non-assessable and
will not be subject to preemptive or any other
similar rights of the shareholders of the Company or
others which rights shall not have been waived prior
to the Closing.
Authorization of Reserved Shares. The issuance, sale and
delivery by the Company of the shares of Common Stock
reserved for issuance upon exercise of the Investor
Warrants and Financing Warrants (the "Reserved
Shares") have been duly authorized by all requisite
corporate action of the Company. The Reserved Shares
have been duly reserved for issuance upon exercise of
the Investor Warrants and Agent's Warrants and when
so issued, sold, paid for and delivered, the Reserved
Shares will be validly issued and outstanding, fully
paid and non-assessable, and not subject to
preemptive or any other similar rights of the
shareholders of the Company or others which rights
shall not have been waived prior to the Closing.
Exemption from Registration. Assuming (i) the accuracy of
the information provided by the respective
Subscribers in the Subscription Documents and the
other Offering Documents and (ii) that Europa has
complied in all material respects with the provisions
of Rule 502(c) of Regulation D promulgated under the
Securities Act, the offer and sale of the Securities
pursuant to the terms of this Agreement are exempt
from the registration requirements of the Securities
Act and the rules and regulations promulgated there
under (the "Regulations"). The Company is not
disqualified from the exemption under Regulation D by
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virtue of the disqualifications contained in Rule
505(b) (2)(iii) or Rule 507 promulgated hereunder.
Registration Rights. Except as may be set forth in the
Offering Documents, no person has any right to cause
the Company to effect the registration under the
Securities Act of any securities of the Company.
Brokers. Neither the Company nor any of its officers,
directors, employees or shareholders has employed any
broker or finder in connection with the transactions
contemplated by this Agreement other than Europa,
except as may be set forth in an Exhibit to this
Agreement.
Title to Securities. When certificates representing the
Securities and/or Reserved Shares shall have been
duly delivered to the purchasers and payment shall
have been made therefore (assuming such purchasers
are bona fide purchasers within the meaning of the
Uniform Commercial Code), the several purchasers
shall have marketable title to the Securities and/or
Reserved Shares free and clear of all liens,
encumbrances and claims whatsoever (with the
exception of claims arising from or through the acts
of the purchasers and except as arising from
applicable federal and state securities laws), and
the Company shall have paid all transfer taxes, if
any, in respect of the original issuance thereof.
Right of First Refusal. No person, firm or other business
entity is a party to any agreement, contract or
understanding, written or oral, entitling such party
to a right of first refusal with respect to the offer
or sale of any equity or debt securities by the
Company.
Solvency. The Company's assets shall exceed its liabili-
ties at or prior to close of a Financing.
Representations and Warranties of Europa. Europa represents and
warrants to the Company as follows:
This Agreement has been duly authorized, executed and
delivered by Europa and is a valid and binding
agreement on its part.
Europa is duly registered pursuant to the provisions of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as a broker/dealer and is a member
in good standing of the New York Stock Exchange and
Financial Industry Regulatory Authority ("FINRA"),
and is duly registered as a broker/dealer in those
states in which it is required to be so registered in
order to carry out the Offering contemplated hereby.
Closing; Escrow; Placement and Fees.
Closing. Provided the Offering shall have been subscribed for and
funds representing the sale thereof shall have cleared, a
closing (the "Closing") shall take place at an office location
in as determined by mutual agreement of the Parties on such
date (the "Closing Date") which is within ten (10) days
following the Termination Date (which date may be accelerated
or adjourned by agreement between the Company and Europa). At
the Closing, payment for the Securities issued and sold by the
Company shall be made against delivery of stock certificates
or other evidence of ownership representing such Securities. A
Closing will be deemed to occur only upon the release of funds
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held by the Escrow Agent (as such term is defined in Section
8(b) hereof) pursuant to such Closing. In addition, one or
more subsequent closings, if applicable (the date of each and
any subsequent closing and such subsequent closing shall also
be referred to as a "Closing Date" and a "Closing,"
respectively) may be scheduled at the discretion of the
Company and Europa.
Escrow Account. Funds received from the sale of the
Securities will be deposited by the Company with a
duly-chartered commercial bank to be determined by
mutual agreement of the Parties as escrow agent (the
"Escrow Agent"), and held by the Escrow Agent in
trust for the investors until Europa and the Company
instruct the Escrow Agent to deliver the funds to the
Company pursuant to a Closing or the return of the
funds to the investors upon termination of the
Offering or the receipt of other instructions from
Europa and the Company. All funds returned to
investors will be without interest.
Conditions to Europa's Obligations. The obligations of
Europa hereunder will be subject to the accuracy of
the representations and warranties of the Company
herein contained as of the date hereof and as of each
Closing Date, to the performance by the Company of
its obligations hereunder and to the following
additional conditions:
Due Qualification or Exemption. (A) The Offering
contemplated by this Agreement will become
qualified or be exempt from qualification
under the securities laws of the several
states pursuant to paragraph 5(d) not later
than the Closing Date, and (B) at the
Closing Date no stop order suspending the
sale of the Securities shall have been
issued, and no proceeding for that purpose
shall have been initiated or threatened.
No Material Misstatements. Europa will not have
notified the Company that the Blue Sky
qualification materials or this Agreement,
or any supplement thereto, contains an
untrue statement of a fact which in its
opinion is material, or omits to state a
fact which in its opinion is material and is
required to be stated therein, or is
necessary to make the statements therein, in
light of the circumstances under which they
were made not misleading.
iii Compliance with Agreements. The Company will have
complied with all agreements and satisfied all
conditions on its part to be performed or satisfied
hereunder, including with respect to the Merger, in
all material respects at or prior to the Closing
Date.
iv Corporate Action. The Company will have taken all
necessary corporate action, including, without
limitation, obtaining the approval of the Company's
Board of Directors, for the execution and delivery of
this Agreement, the performance by the Company of its
obligations hereunder and the Offering contemplated
hereby.
v. Opinion of Company Counsel. At each Closing, and
dated as of the date thereof, Europa shall receive
the opinion of counsel to the Company substantially
to the effect that:
The Company is a corporation validly
existing and in good standing under
the laws of the State of Delaware
has all requisite power and
authority to own or lease its
properties, to carry on its business
as currently conducted and as
proposed to be conducted, to execute
and deliver this Agreement and to
carry out the transactions
contemplated by this Agreement and
is duly qualified or licensed to do
business as a foreign corporation
and is in good standing in each
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other jurisdiction to such counsel's
knowledge, in which the ownership or
leasing of its properties or conduct
of its business requires such
qualification, except where the
failure to be so qualified or
licensed would not have a material
adverse effect on the business,
financial condition or prospects of
the Company; each of this Agreement,
the Subscription Agreement, the
other Offering Documents, the
Investor Warrants and the Financing
Warrants has been duly and validly
authorized, executed and delivered
by the Company, and is the valid and
binding obligation of the Company,
enforceable against it in accordance
with its terms, subject to any
applicable bankruptcy, insolvency or
other laws affecting the rights of
creditors generally and to general
equitable principles and except that
the enforcement of the
indemnification and contribution
provisions thereof may be limited or
denied based on federal or
applicable state securities laws and
public policies underlying such
laws; the authorized capital stock
of the Company as of the date hereof
(before giving effect to the
transactions contemplated by this
Agreement) is as set forth in the
Offering Documents. Except for the
Investor Warrants and Financing
Warrants, there are no outstanding
warrants, options, agreements,
convertible securities, preemptive
rights to subscribe for or other
commitments pursuant to which the
Company is, or may become, obligated
to issue any shares of its capital
stock or other securities of the
Company other than as disclosed in
the Offering Documents. All of the
issued and outstanding shares of
capital stock of the Company have
been duly and validly authorized and
issued, are fully paid and
non-assessable and have not been
issued in violation of the
preemptive rights of any security
holder of the Company under Delaware
law. The Shares and any
Over-subscription Shares have been
duly authorized and, when issued and
delivered in accordance with the
terms of the Subscription Agreement
and this Agreement, respectively,
these shares of Stock will be
validly issued, fully paid and
non-assessable, and no personal
liability will attach to the
ownership thereof and such stock
will not be issued in violation of
or subject to any preemptive or
other similar rights. The Reserved
Shares have been duly reserved for
issuance, and when issued in
accordance with the terms of the
Investor Warrants and Agent's
Warrants, will be validly issued,
fully paid and non-assessable and
such Reserved Shares will not be
issued in violation of or subject to
any preemptive or any other similar
rights and no personal liability
will attach to the ownership
thereof. The Securities conform in
all material respects to all
statements relating thereto
contained in the Offering Documents;
the issuance and sale of the
Securities is exempt from
registration under the Securities
Act and the Regulations pursuant to
Regulation D promulgated under the
Securities Act subject to the
following assumptions:
Other than the Company, no
party to the transaction
contemplated by this
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Agreement, the Subscription
Agreement and the
Questionnaire executed by
each Subscriber (the
"Subscription Documents"),
or any documents relating
thereto, is subject to any
statute, rule or
regulation, or to any
impediment to which
contracting parties are
generally not subject, that
requires the Company or
such party to obtain the
consent of, or to make a
declaration or filing with,
any governmental authority.
All terms, provisions and
conditions of, or relating
to, the offer and sale of
the Securities are
correctly and completely
reflected in the Private
Placement Memorandum which
such counsel has no reason
to doubt as of the date of
the Private Placement
Memorandum.
All offers and sales of the
Securities have been or
will be made in a manner
complying with the terms of
the Private Placement
Memorandum and all
applicable state securities
laws and similar laws.
Without limiting the
generality of the preceding
sentence, counsel shall
assume (i) the accuracy of
the factual representations
and warranties of the
Company and Europa
contained in this Agreement
and the full and complete
performance of all
covenants of the Company
and Europa as set forth in
this Agreement, (ii) that
offers and sales of the
Securities have been made
only to "accredited
investors," as that term is
defined under the
Securities Act; and (iii)
the accuracy and
completeness of the
representations and
warranties and information
provided by the Subscribers
in the Subscription
Documents.
Neither the Company, Europa,
nor any person or entity
acting on behalf of the
Company or Affiliated, has
offered or sold the
Securities by any form of
general solicitation or
general advertising,
including, but not limited
to, (i) any advertisement,
article, notice or other
communication published in
any newspaper, magazine or
similar media or broadcast
over television or radio,
(ii) any seminar or meeting
whose attendees have been
invited by any general
solicitation or general
advertising, or (iii)
electronic mail transmitted
over the Internet.
The Subscribers are not
"underwriters" within the
meaning of Section 2(11) of
the Securities Act.
A Notice of Sales of
Securities Pursuant to
Regulation D or Section
4(6) ("Form D"), including
any required amendments to
such Form D, has been or
will be filed with the
Commission in accordance
with the requirements of
Rule 503 of Regulation D.
Neither the execution and delivery of
this Agreement, nor compliance with
the terms hereof, nor the
consummation of the transactions
herein contemplated, has, nor will,
conflict with, result in a breach
of, or constitute a default under
the Certificate of Incorporation or
Bylaws of the Company, or, to the
knowledge of counsel, any material
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contract, instrument or document to
which the Company is a party, or by
which it or any of its properties is
bound, or violate any applicable
law, rule, regulation, judgment,
order or decree of any governmental
agency or court having jurisdiction
over the Company or any of its
properties or business which breach,
default or violation could have a
material adverse effect on the
business, financial condition or
prospects of the Company;
To counsel's knowledge, there are no
claims, actions, suits,
investigations or proceedings
(formal or informal) before or by
any arbitrator, court, governmental
authority or instrumentality,
pending or threatened, against or
affecting the Company or involving
the properties of the Company which
might materially adversely affect
the business, properties or
financial condition of the Company
or which might materially adversely
affect the transactions or other
acts contemplated by this Agreement
or the validity or enforceability of
this Agreement, except as set forth
in or contemplated by the Offering
Documents; and to counsel's
knowledge, the Company is not in
violation or default with respect to
any law, rule, regulation, judgment,
order or decree which might
materially adversely affect the
business, properties or financial
condition of the Company or which
might materially adversely affect
the transactions or other acts
contemplated by this Agreement or
the validity or enforceability of
this Agreement; nor is the Company
required to take any action in order
to avoid any violation or default;
and
Such counsel has participated in
meetings and discussions in
connection with the preparation of
any Private Placement Memorandum,
Subscription Agreement, and other
Offering Documents and in the course
of such review and discussions, no
facts have come to the attention of
such counsel to cause counsel to
have reason to believe that the
Subscription Agreement and other
Offering Documents, as of their
respective dates and taken together,
on the Closing Date, contained any
untrue statement of a material fact
required to be stated therein or
omitted to state any material fact
required to be stated therein or
necessary to make the statements
therein, in light of the
circumstances under which they were
made, not misleading (except for the
Financial Statements, notes thereto
and other financial information and
statistical data contained therein,
as to which such counsel need
express no opinion).
Officers' Certificate. Europa shall
receive a certificate of the
Company, signed by the Chief
Executive Officer and President
thereof, certifying that the
representations and warranties
contained in Section 2 hereof are
true and accurate in all material
respects at such Closing with the
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same effect as though expressly made
at such Closing and that the Company
has performed in all material
respects all agreements and
covenants and complied in all
material respects with all
conditions contained in this
Agreement and the Offering Documents
to be so performed at such Closing.
Secretary's
Certificate.
Europa shall
receive the
certificate of the
Secretary of the
Company,
certifying as to
(i) the
Certificate of
Incorporation of
the Company and
any amendments
thereto, (ii) the
By-laws of the
Company, and (iii)
resolutions of the
Board of Directors
of the Company
authorizing the
execution and
delivery of this
Agreement, the
other Offering
Documents, the
Securities and the
Agent's Warrants.
Lock-Up Agreements.
Europa shall
receive agreements
from each of the
executive
officers,
directors and
other existing
stockholders of
the Company
holding 50% or
more of shares of
the Company's
Common Stock to
the effect that
each such
stockholder shall
not publicly sell,
assign or transfer
any of their
securities of the
Company for a
period extending
to 180 days after
the effective date
of the
registration
statement covering
the resale of the
Shares, any
Over-subscription
Shares and the
Reserved Shares
sold in the
Offering.
Anti-Money Laundering. To assist the government fight the funding
of terrorism and money laundering activities, federal law
requires all financial institutions to obtain, verify and
record information that identifies each client company. Europa
will require official documentation proving identity. In order
to verify the identity of your company, a copy of one of the
following documents is required:
Certified certificate of incorporation; Government issued
business license; Partnership agreement and/or trust
instrument.
Europa maintains physical, electronic, and procedural safeguards that
comply with federal standards in order to guard non-public corporate
information. In the course of conducting business, Europa may disclose
some or all of the previously-described information about the
corporation to non-affiliated third-parties, as allowed by law, for the
purpose of: (i) effecting a transaction that the corporation requests
or authorizes; and (ii) responding to a subpoena, or to comply with an
inquiry by a government agency or regulator, or to otherwise prevent
fraud or rule violations
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Covenants of the Company.
Use of Proceeds. The net proceeds of the Financing
will be used by the Company for general corporate and
working capital purposes.
Expenses of Financing. The Company shall be
responsible for, and shall bear all expenses directly
incurred in connection with the Financing, including,
but not limited to, legal fees of the Company's
counsel relating to the costs of preparing the
Financing and all amendments, supplements and
Exhibits thereto delivering all Securities.
Notification. The Company shall notify Europa
promptly, in writing, (i) when any event shall have
occurred during the period commencing on the date
hereof and ending on the later of the Closing Date of
the Financing or the Termination Date as a result of
which the documents relating to the Financing would
include any untrue statement of a material fact or
omit to state any material fact required to be stated
therein or necessary to make the statements therein
not misleading, and (ii) of the receipt of any
notification with respect to the modification,
rescission, withdrawal or suspension of the
qualification or registration of Securities, or of
any exemption from such registration or
qualification, in any jurisdiction. The Company will
use its reasonable efforts to prevent the issuance of
any such modification, rescission, withdrawal or
suspension and, if any such modification, rescission,
withdrawal or suspension is issued and Europa so
requests, to obtain the lifting thereof as promptly
as possible. The Company shall promptly notify Europa
if the Company is the subject of any investigation or
material litigation.
Form D and Blue Sky. If required, the Company shall
file a Form D with respect to the Securities sold in
any Financing as required under Regulation D under
the 1933 Act and, upon request, provide a copy
thereof to Europa promptly after such filing. The
Company shall, on or before the Closing Date of the
Financing, take such action as the Company shall
reasonably determine is necessary in order to obtain
an exemption for or to qualify the Securities for
sale to Europa Investors under applicable securities
or "Blue Sky" laws of the states of the United
States, and shall provide evidence of any such action
so taken to Europa on or prior to the Closing. The
Company shall make all filings and reports relating
to the
offer and sale of the Securities required under
applicable securities or "Blue Sky" laws of the
states of the United States following the Closing.
Press Releases. The Company shall not at any time
include information with respect to the use of
Europa's name in any annual or other reports, press
release, advertisement or on any website maintained
by the Company without the prior written consent of
Europa.
The Company acknowledges that all advice (written or
oral) given by Europa to the Company in connection
with the Agreement hereunder is intended solely for
the benefit and use of the Company and its Board of
Directors in considering a Financing to which the
advice relates, and the Company agrees that no person
or entity other than the Company and its Board of
Directors shall be entitled to make use of or rely
upon the advice of Europa, and no such opinion or
advice shall be used for any other purpose or
reproduced, disseminated, quoted or referred to at
any time, in any manner or for any purpose.
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The Company recognizes that Europa now renders and may
continue to render financial consulting, management,
investment banking and other services to other
companies that may or may not conduct business and
activities similar to those of the Company. Europa
shall be free to render such advice and other
services and the Company hereby consents thereto.
Europa shall not be required to devote its full time
and attention to the performance of its duties under
this Agreement, but shall devote only so much of its
time and attention as it deems reasonable or
necessary to fulfill its obligations hereunder.
Transfer Agent. The Company shall provide a transfer agent and
registrar in respect of its capital stock, which transfer agent
and registrar shall be reasonably acceptable to Europa.
Representations of Europa. Europa represents and warrants to the
Company, as of the date hereof, and as of the date of the
Closing Date as follows:
It is a member of the Financial Industry Regulatory Authority
("FINRA") and it has, and at all times while taking any actions
constituting an offer or sale of the Securities had, all
governmental licenses (including both federal and state broker
dealer licenses) required to act as placement agent for the
Securities.
It has not used and will not use any general solicitation or general
advertising in its offering of the Securities or used any offering
materials not approved by the Company in writing and will at all
times comply with all applicable rules and regulations, including
without limitation those of FINRA.
It will only contact Accredited Investors, as defined in Regulation D
promulgated under the Securities Act of 1933, as amended
("Accredited Investors").
It reasonably believes that each of the Europa Investors contacted by
Affiliated satisfies the definition of an Accredited Investor.
Conditions to Europa's Obligations. The obligations of Europa
hereunder will be subject to the accuracy in all material respects
of the representations and warranties of the Company herein
contained as of the date hereof and as of each Closing Date of the
Financings, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
Due Qualification or Exemption. (A) The Financing will become
qualified or be exempt from qualification under the securities or
"blue sky" laws of the several states not later than the "Closing
Date(s)"of the Financing, and (B) at any Closing Date of the
Financing no stop order suspending the sale of the securities
contemplated herein shall have been issued and no proceedings by
any governmental authority, self regulatory organization or any
securities exchange for that purpose shall have been initiated or
threatened in writing;
No Material Misstatements. Neither the blue sky qualification
materials nor any supplement thereto, will contain any untrue
statement of a fact which in the reasonable opinion of Europa is
material, or omits to state a fact which in the reasonable opinion
of Europa is material and is required to be stated therein, or is
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
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Compliance with Agreements. The Company will have complied in all
material respects with all agreements and satisfied all conditions
on its part to be performed or satisfied hereunder at or prior to
each Closing Date;
Corporate Action. The Company has or will have taken all necessary
corporate action, including, without limitation, obtaining the
approval of its Board of Directors and stockholders, for the
execution and delivery of this Agreement, the performance by the
Company of its obligations hereunder and the Financing
contemplated hereby unless a waiver there from has been obtained;
provided that, if the terms of such waiver require stockholder
ratification of the issuance, Europa shall receive an irrevocable
proxy from each of the Company's executive officers and directors
solely for the purpose of voting in favor of such ratification);
In providing the Services pursuant to this Agreement, Europa
shall be an independent contractor, and no party to this
Agreement shall make any representations or statements
indicating or suggesting that any joint venture, partnership,
affiliation, or other such relationship exist between Europa
and the Company.
Europa has no responsibility for the trading activity of Europa
Investor(s) during the term of this Agreement or following the
expiration or termination of this Agreement. Europa makes no
representation to the Company as to the location or nature of
the account in which Europa Investor(s) participating in the
Financing will place the Securities purchased in the
Financing, nor for what period of time Europa Investor(s) will
retain ownership or possession of the Securities purchased in
the Financing.
Europa and the Company agree and acknowledge that the decision to
consummate a Financing Transaction shall be in the Company's
sole and absolute discretion.
The Company agrees to indemnify and hold harmless Europa and each
Selected Dealer, if any, and their respective stockholders,
directors, officers, agents and controlling persons (an
"Indemnified Party") against any and all loss, liability,
claim, damage and expense whatsoever (and all actions in
respect thereof), and to reimburse Europa for reasonable legal
fees and related expenses as incurred (including, but not
limited to the costs of investigating, preparing or defending
any such action or claim whether or not in connection with
litigation in which Europa is a party and the costs of giving
testimony or furnishing documents in response to a subpoena or
otherwise), caused by or arising out of (i) any untrue
statement or alleged untrue statement of a material fact
contained in the documents, provided by the Company, related
to the Financing or the omission or alleged omission there
from of a material fact necessary in order to make the
statements therein, in light of the circumstances under which
they were made, not misleading (provided, however, that the
Company shall not be liable in any such case to the extent
that any such loss, liability, claim, damage or expense arises
out of or is based upon any untrue statement of a material
fact or alleged untrue statement or a material fact, or the
omission of a material fact provided by Affiliated in writing
to the Company in connection with its Services or any
Financing), (ii) any violation by the Company of the federal
securities laws or the securities laws of any states, or
otherwise arising out of Europa's engagement hereunder, except
in respect of any matters as to which Europa shall have been
adjudicated to have acted with gross negligence or except in
respect of any information that was supplied by Europa or its
Selected Dealers, or (iii) any breach by the Company of any of
its representations, warranties or covenants contained in this
Agency Agreement.
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EUROPA SECURITIES LLC
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Promptly after receipt by an Indemnified Party under this Section 16 of notice
of the commencement of any action, the indemnified party will, if a claim in
respect thereof is to be made against the Company under this Section 16, notify
in writing the Company of the commencement thereof; but the omission so to
notify the Company will not relieve it from any liability which it may have to
the Indemnified Party otherwise than under this Section 16 except to the extent
the defense of the claim is prejudiced. In case any such action is brought
against an Indemnified Party, and it notifies the Company of the commencement
thereof, the Company will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, subject to the provisions herein stated, with
counsel reasonably satisfactory to the Indemnified Party, and after notice from
the Company to the Indemnified Party of its election so to assume the defense
thereof, the Company will not be liable to the Indemnified Party under this
Section 16 for any legal or other expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof other than reasonable
costs of investigation (provided the Company has been advised in writing that
such investigation is being undertaken). The Indemnified Party shall have the
right to employ separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall not be at the
expense of the Company if the Company has assumed the defense of the action with
counsel reasonably satisfactory to the Indemnified Party; provided that the fees
and expenses of such counsel shall be at the expense of the Company if (i) the
employment of such counsel has been specifically authorized in writing by the
Company (which it shall have no obligation to do) or (ii) the named parties to
any such action (including any impleaded parties) include both the Indemnified
Party or Parties and the Company and, in the reasonable judgment of counsel for
the Indemnified Party, it is advisable for the Indemnified Party or Parties to
be represented by separate counsel due to material conflict of interest (in
which case the Company shall not have the right to assume the defense of such
action on behalf of an Indemnified Party or Parties), it being understood,
however, that the Company shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys for all
the Indemnified Parties. No settlement by an Indemnified Party of any action
against an Indemnified Party shall be made without the Company's consent which
shall not be unreasonably withheld. No settlement of any action against an
Indemnified Party by the Company shall be made unless such an Indemnified Party
is fully and completely released in connection therewith.
To provide for just and equitable contribution, if (i) an Indemnified Party
makes a claim for indemnification pursuant to Section 13 but it is found in a
final judicial determination, not subject to further appeal, that such
indemnification may not be enforced in such case, even though this Agency
Agreement expressly provides for indemnification in such case, or (ii) any
indemnified or indemnifying party seeks contribution under the 1933 Act, the
1934 Act, or otherwise, then the Company (including for this purpose any
contribution made by or on behalf of any officer, director, employee or agent
for the Company, or any controlling person of the Company), on the one hand, and
Europa and any Selected Dealers (including for this purpose any contribution by
or on behalf of an indemnified party), on the other hand, shall contribute to
the losses, liabilities, claims, damages, and expenses whatsoever to which any
of them may be subject, in such proportions as are appropriate to reflect the
relative benefits received by the Company, on the one hand, and Europa and the
Selected Dealers, on the other hand; provided, however, that if applicable law
does not permit such allocation, then other relevant equitable considerations
such as the relative fault of the Company and Europa and the Selected Dealers in
connection with the facts which resulted in such losses, liabilities, claims,
damages, and expenses shall also be considered. In no case shall Europa or a
Selected Dealer be responsible for a portion of the contribution obligation in
excess of the compensation received by it or the Selected Dealer Agreement, as
the case may be. No person guilty of a fraudulent misrepresentation shall be
entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation. For purposes of this Section 16, each person, if any, who
controls Europa or a Selected Dealer within the meaning of Section 15 of the
1933 Act or Section 20(a) of the 1934 Act and each officer, director,
shareholder, employee and agent of Affiliated or a Selected Dealer, shall have
the same rights to contribution as Europa or the Selected Dealer, and each
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EUROPA SECURITIES LLC
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person, if any who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20(a) of the 1934 Act and each officer, director, employee
and agent of the Company, shall have the same rights to contribution as the
Company, subject in each case to the provisions of this Section 16. Anything in
this Section 16 to the contrary notwithstanding, no party shall be liable for
contribution with respect to the settlement of any claim or action effected
without its written consent. This Section 16 is intended to supersede any right
to contribution under the 1933 Act, the 1934 Act, or otherwise.
The representations, warranties, and obligations contained in this
Agreement shall survive the closing of a Financing and the
termination or expiration of this Agreement.
This Agreement shall inure to the benefit of and be binding upon
Europa and the Company and any of their respective heirs,
successors and assigns. This Agreement is intended to be and
is for the sole and exclusive benefit of the parties hereto
and their respective heirs, successors and assigns and for the
benefit of no other person, and no other person shall have any
legal or equitable right, remedy or claim under or in respect
of this Agreement. Unless otherwise expressly agreed to by
Europa, in writing, no one other than the Company is
authorized to rely upon this engagement of Europa or any
statements made by or conduct of Europa. The Company may not
assign its rights and obligations under this Agreement without
the prior written consent of Europa, and Europa may not assign
its rights and obligations under this Agreement without the
prior written consent of the Company.
The Company covenants and agrees never to commence, aid in
any way, prosecute or cause to be commenced or prosecuted, any
action or other proceeding based upon any claims, demands,
causes of action, obligations, damages or liabilities that are
the subject of this Agreement or which in any way relate to,
concern, or arise out of the performance of the Services
hereunder, or any other actions taken by Europa on behalf of,
or for the benefit of the Company, except in the case or fraud
or misrepresentation on the part of Europa. This Agreement
constitutes the entire understanding and agreement of the
Company and Europa with respect to the subject matter of this
Agreement, and contains all of the covenants and agreements of
the Company and Europa with respect to this Agreement. The
Company and Europa each acknowledge that no representations,
inducements, promises or agreements (oral or written), have
been made by the Company or Europa, or anyone acting on behalf
of the Company or Europa, which are not contained in this
Agreement, and any prior agreements, promises, negotiations,
or representations with respect to the subject matter of this
Agreement (whether written or oral), not expressly set forth
in this Agreement, are of no force or effect. This Agreement
may be amended or modified only by writing signed by the
parties hereto. This Agency Agreement supersedes all prior
agreements and understandings, written and oral, between the
parties with respect to the subject matter hereof between the
Company and Europa. Neither this Agreement nor any term hereof
may be changed, waived, or terminated orally, except by an
instrument in writing signed by the party against which
enforcement of the change, waiver or termination is sought.
Europa and the Company will attempt to settle any claim or
controversy arising out of this Agreement through consultation
and negotiation in good faith and a spirit of mutual
cooperation. Any dispute arising under this Agreement will be
submitted to arbitration in accordance with the rules of the
American Arbitration Association.
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EUROPA SECURITIES LLC
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TELEPHONE (▇▇▇)▇▇▇-▇▇▇▇ PALM BEACH GARDENS, FLORIDA 33410 FACSIMILE (▇▇▇) ▇▇▇-▇▇▇▇
This Agreement may be executed in one 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 shall be construed and interpreted in such manner as
to be effective, enforceable and valid under all applicable
laws. If any provision of this Agreement shall be held
invalid, prohibited or unenforceable under any applicable laws
or regulations of any applicable jurisdiction, such
invalidity, prohibition or unenforceability shall be limited
to such provision and shall not effect or invalidate the other
provisions hereof or affect the validity or enforceability of
such provision in any other jurisdiction, and to the extent
the provisions hereof are severable.
The terms and provisions hereof shall be deemed to apply without
regard to number, and shall therefore refer to singular or
plural, as appropriate, and shall apply without regard to the
gender of words and expressions used herein.
Any communications specifically required hereunder to be in writing, if sent to
Europa, will be sent by overnight courier providing a receipt of delivery or by
certified or registered mail to it at Europa, and if sent to the Company, will
be sent by overnight courier providing a receipt of delivery or by certified or
registered mail to it at: INTREorg Systems, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
If this letter correctly sets forth the entire understanding between Europa and
the Company with respect to the foregoing, please so indicate by signing below,
at which time this letter shall become a binding contract.
Sincerely,
Europa Securities, LLC.
----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇,
Chief Executive Officer
Accepted and agreed as of the date first above written:
INTREorg systems, inc.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇ President
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EUROPA SECURITIES LLC
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Europa Securities, LLC. CLIENT QUESTIONNAIRE
TO BE COMPLETED BY CEO OF CLIENT COMPANY
Please provide all applicable information. Company-specific background to be
provided separately.
Client Information: (Please print or type)
------------------
Company Name: __________________________________________________________________
Federal Tax ID: ________________________________________________________________
Name of Individual: ____________________________________________________________
Title: _______________________________________________________________________
Social Security Number: ________________________________________________________
Marital Status (Natural Persons): Date of Birth: __________
-------------------
Citizen of or State of Organization__________ Business Phone: __________________
Home Phone: _____________________________ Mobile Phone: ________________________
Email Address: _________________________________________________________________
Business Address: ______________________________________________________________
(Street)
(City) (State) (Zip)
Home Address: __________________________________________________________________
(Street)
(City) (State) (Zip)
Net Worth _____________________________________________
Percent of Fully Diluted Ownership of the Company ____________
** Please attach a current resume or CV and copy of valid photo ID.
21
EUROPA SECURITIES LLC
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If any of your information changes, please let your representative know, so that
your records may be updated. To satisfy FINRA regulations, Europa Securities
LLC. will conduct a search on the Office of Foreign Assets Control (OFAC) list
as well as credit and background checks for law suits, bankruptcies, judgments,
criminal records, etc. Please disclose any existing cases in the space below.
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I certify that the information disclosed above is true to the best of my
knowledge. I grante Europa Securities LLC. permission to conduct necessary
credit and background checks. I understand this information will be kept
confidential.
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Signed Date
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Printed Name
This part intentionally left blank.
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