1
EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
VECTOR AEROMOTIVE CORPORATION
and
CORPORATE RELATIONS GROUP, INC.
THIS AGREEMENT is made this 1st day of October, 1995, and will serve as
confirmation of payment terms for services to be provided VECTOR AEROMOTIVE
CORPORATION ("CLIENT") whereby CORPORATE RELATIONS GROUP, INC. ("CRG") has
agreed to perform said service as defined in the "Lead Generation / Corporate
Relations Agreement."
TERMS
A. CLIENT will pay to CRG, ONE HUNDRED SEVENTY FIVE THOUSAND DOLLARS
($175,000 U.S. cy) or as a convenience to Client, 175,000 DOLLARS
worth of free trading VECTOR AEROMOTIVE CORPORATION common shares. The
formula shall be the $175,000 U.S. cy divided by the BID PRICE of the
shares on the date of signing this agreement which has been determined
to be $.50 per share. This will equal the amount of shares payable to
CRG. This has been determined to be 350,000 common shares of VECTOR
AEROMOTIVE CORPORATION.
B. This Agreement is subject to compliance with the rules of the
Exchanges and Securities Commissions on which Client is listed and
registered.
C. In the event of termination of the Agreement by client, CRG shall be
fully released and forever discharged by Client from any further
obligations or liabilities with respect to the "Lead Generation /
Corporate Relations Agreement" and any results therefrom, save and
except liabilities arising from CRG's own negligence during the term
of this Agreement. Concurrently, Client shall be fully released and
forever discharged by CRG from any and all obligations of further
payments or liabilities with respect to the "Lead Generation /
Corporate Relations Agreement." This release in no way affects Point
#6, Page 2 of the "Lead Generation / Corporate Relations Agreement."
/s/ , /s/
-----------
Initials
2
EXHIBIT "B"
PAGE -2-
D. Shares shall be subject to the Registration Rights Agreement as set
forth in Exhibit "D".
E. Company shall issue options to CRG as outlined below.
Amount Price Duration
------ ----- --------
50,000 shares at $.50 One (1) year from the date of this Agreement
50,000 shares at $.62 One (1) year from the date of this Agreement
50,000 shares at $.75 One (1) year from the date of this Agreement
50,000 shares at $.85 Two (2) years from the date of this Agreement
50,000 shares at $1.75 Two (2) years from the date of this Agreement.
F. CRG represents and warrants to the Company that:
1. Accredited Investor. CRG is an "accredited investor", as that
term is defined in Regulation D promulgated by the Commission
under the Securities Act of 1933, as amended (the "1933
Act"), in that it has total assets in excess of $5 million and
was not formed for the purpose of an investment in the shares.
2. CRG has received and read and is familiar with the Company's
filings with the Securities and Exchange Commission. CRG
confirms that all documents, records and books pertaining to
the Company requested by CRG have been made available or
delivered to CRG. CRG has had an opportunity to ask questions
of and to receive answers from the management of the Company.
3. CRG understands that the shares, the options and the shares
underlying the options (collectively, the "Securities") will
not be registered under the 1933 Act or any securities act of
any state or other jurisdiction, in reliance on registration
exemptions under such statutes for private offerings. The
Securities are being and will be acquired solely for CRG's own
account. CRG will not sell or otherwise transfer any of the
Securities except in accordance with the 1933 Act and all
other applicable securities laws, and prior to any transfer
(other than pursuant to an effective registration statement
under the 1933 Act and otherwise in compliance with applicable
law) CRG will furnish to the Company a written opinion of
counsel
/s/ , /s/
------------
Initials
3
EXHIBIT "B"
PAGE -3-
in form and substance satisfactory to the Company, to the
effect that all requisite action has been taken under all
applicable securities laws in connection with the proposed
transfer. CRG acknowledges its understanding that the
Securities will bear a legend substantially in the following
form until the Company's counsel determines that the legend is
no longer advisable:
The securities evidenced by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act") or under the securities laws of
any jurisdiction, and must be held indefinitely
unless they are transferred pursuant to an effective
registration statement under the Act and in
compliance with all applicable securities laws, or
after receipt of an opinion of counsel, in form and
substance satisfactory to Vector Aeromotive
Corporation that registration is not required and the
transfer does not violate any applicable securities
law.
CRG also acknowledges that appropriate stop transfer orders
will be noted on the Company's records with respect to the
shares and any shares of common stock issued upon exercise of
the options.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
CORPORATE RELATIONS GROUP, INC.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------ ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President Vice President, Investment Banking
BY: /s/ ▇▇▇▇▇▇ ▇. St. Pierre
------------------------
▇▇▇▇▇▇ ▇. St. Pierre, Broker Relations Representative
VECTOR AEROMOTIVE CORPORATION
BY: /s/ ▇▇▇▇ ▇▇▇▇
------------------------
▇▇▇▇ ▇▇▇▇
President
/s/ , /s/
------------
Initials
4
EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
VECTOR AEROMOTIVE CORPORATION
and
CORPORATE RELATIONS GROUP, INC.
THIS AGREEMENT is made this 1st day of October, 1995, and will serve as
confirmation of payment terms for services to be provided VECTOR AEROMOTIVE
CORPORATION ("CLIENT") whereby CORPORATE RELATIONS GROUP, INC. ("CRG") has
agreed to perform said services as defined in the "Lead Generation / Corporate
Relations Agreement."
TERMS
A. CLIENT will pay to CRG, ONE HUNDRED SEVENTY FIVE THOUSAND DOLLARS
($175,000 U.S. cy) and as a convenience to Client, the 175,000 DOLLAR
payment will be made in two (2) forms: $30,000 U.S. cy and $145,000
worth of free trading VECTOR AEROMOTIVE CORPORATION common shares. The
formula shall be the $145,000 U.S. cy divided by the BID PRICE of the
shares on the date of signing this agreement which has been determined
to be $.50 per share. This will equal the amount of shares payable to
CRG. This has been determined to be 290,000 common shares of VECTOR
AEROMOTIVE CORPORATION.
B. This Agreement is subject to compliance with the rules of the
Exchanges and Securities Commissions on which Client is listed and
registered.
C. In the event of termination of the Agreement by client, CRG shall be
fully released and forever discharged by Client from any further
obligations or liabilities with respect to the "Lead Generation /
Corporate Relations Agreement" and any results therefrom, save and
except liabilities arising from CRG's own negligence during the term
of this Agreement. Concurrently, Client shall be fully released and
forever discharged by CRG from any and all obligations of further
payments or liabilities with respect to the "Lead Generation /
Corporate Relations Agreement." This release in no way affects Point
#6, Page 2 of the "Lead Generation / Corporate Relations Agreement."
/s/ , /s/
------------
Initials
5
EXHIBIT "B"
PAGE -2-
D. Shares shall be subject to the Registration Rights Agreement as set
forth in Exhibit "D".
E. Company shall issue options to CRG as outlined below.
Amount Price Duration
------ ----- --------
50,000 shares at $.50 One (1) year from the date of this Agreement
50,000 shares at $.62 One (1) year from the date of this Agreement
50,000 shares at $.75 One (1) year from the date of this Agreement
50,000 shares at $.85 Two (2) years from the date of this Agreement
50,000 shares at $1.75 Two (2) years from the date of this Agreement.
F. CRG represents and warrants to the Company that:
1. Accredited Investor. CRG is an "accredited investor", as that
term is defined in Regulation D promulgated by the Commission
under the Securities Act of 1933, as amended (the "1933
Act"), in that it has total assets in excess of $5 million and
was not formed for the purpose of an investment in the shares.
2. CRG has received and read and is familiar with the Company's
filings with the Securities and Exchange Commission. CRG
confirms that all documents, records and books pertaining to
the Company requested by CRG have been made available or
delivered to CRG. CRG has had an opportunity to ask questions
of and to receive answers from the management of the Company.
3. CRG understands that the shares, the options and the shares
underlying the options (collectively, the "Securities") will
not be registered under the 1933 Act or any securities act of
any state or other jurisdiction, in reliance on registration
exemptions under such statutes for private offerings. The
Securities are being and will be acquired solely for CRG's own
account. CRG will not sell or otherwise transfer any of the
Securities except in accordance with the 1933 Act and all
other applicable securities laws, and prior to any transfer
(other than pursuant to an effective registration statement
under the 1933 Act and otherwise in compliance with applicable
law) CRG will furnish to the Company a written opinion of
counsel
/s/ , /s/
------------
Initials
6
EXHIBIT "B"
PAGE -3-
in form and substance satisfactory to the Company, to the
effect that all requisite action has been taken under all
applicable securities laws in connection with the proposed
transfer. CRG acknowledges its understanding that the
Securities will bear a legend substantially in the following
form until the Company's counsel determines that the legend is
no longer advisable:
The securities evidenced by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act") or under the securities laws of
any jurisdiction, and must be held indefinitely
unless they are transferred pursuant to an effective
registration statement under the Act and in
compliance with all applicable securities laws, or
after receipt of an opinion of counsel, in form and
substance satisfactory to Vector Aeromotive
Corporation that registration is not required and the
transfer does not violate any applicable securities
law.
CRG also acknowledges that appropriate stop transfer orders
will be noted on the Company's records with respect to the
shares and any shares of common stock issued upon exercise of
the options.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
CORPORATE RELATIONS GROUP, INC.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------ ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President Vice President, Investment Banking
BY: /s/ ▇▇▇▇▇▇ ▇. St. Pierre
------------------------
▇▇▇▇▇▇ ▇. St. Pierre, Broker Relations Representative
VECTOR AEROMOTIVE CORPORATION
BY: /s/ ▇▇▇▇ ▇▇▇▇
------------------------
▇▇▇▇ ▇▇▇▇
President
/s/ , /s/
------------
Initials
