Exhibit 10.34
HADRIAN INVESTMENTS LIMITED
NON-EXCLUSIVE FINDERS AGREEMENT
Xx. Xxxxx Xxxxxx
Chief Financial Officer
Data Race, Inc.
0000 Xxxxxxxxx, Xxxxx 000
Xxxxx, XX 00000
Dear Xx. Xxxxxx:
This Financial Consulting Agreement (the "Agreement") is made and entered
into as of the 11th day of June 2001, by and between Data Race, Inc. (the
"Company"), and Hadrian Investments Limited.
1. Engagement. The Company hereby retains Hadrian Investments Limited in
the capacity of a Finder. Hadrian Investments Limited agrees to be retained to
provide such services pursuant to the terms and conditions set forth herein.
2. The Term. The term of this Agreement will be to secure a capital raise
of $1,000,000.00. This agreement will be completed upon the completion of the
aforementioned raise.
3. Compensation. As compensation for Hadrian Investments Limited's services
hereunder, the Company will pay to Hadrian Investments Limited a cash fee equal
to eight percent (8%) of the aggregate purchase price of the Securities
purchased by or through any investor or intermediary identified to the company
by Hadrian Investments Limited and attached as Addendum A. The Company shall pay
the cash fee owed to Hadrian Investments Limited hereunder upon the closing of
the transaction, and deduct from the aggregate purchase price of the Securities
the entire amount of all cash fees so owed and to pay that amount directly to
Hadrian Investments Limited upon the closing of the transaction. The Company
shall also cause the escrow agent to notify Hadrian Investments Limited prior to
the disbursements of funds as a result of any breaking of escrow.
4. Finder. Hadrian Investments Limited and the Company hereby acknowledge
that Hadrian Investments Limited is an independent contractor and is acting as a
finder. In addition, Hadrian Investments Limited shall take no action, which
binds, or purports to bind, the Company.
00-00 Xxxxx Xxxx * Xxxxxxx Isle of Man
IM991TT
HADRIAN INVESTMENTS LIMITED
5. Liability of Hadrian Investments Limited. The Company acknowledges that
all opinions and advise, whether oral or written, given by Hadrian Investments
Limited to the Company in connection with this Agreement and intended solely for
the benefit and use of the Company in considering the transaction to which they
relate, and the Company agrees that no person or entity other than the Company
shall be entitled to make use of and rely upon the advice of Hadrian Investments
Limited to be given hereunder, and no such opinion or advice shall be used by
the Company for any other purpose or reproduced, disseminated, quoted or
referred to by the Company in communication with third parties, at any time, in
any manner, for any purpose, nor may the Company make any public references to
Hadrian Investments Limited or use Hadrian Investment Limited's name in any
annual report or any other report or release of the Company without Hadrian
Investment Limited's prior written consent, except that the Company may, without
Hadrian Investment Limited's further consent, disclose this Agreement (but not
information provided to the Company by Hadrian Investment Limited) in the
Company's filings with the Securities and Exchange Commission, if such
disclosure is required by law.
6. Entire Agreement. This Agreement contains the entire agreement between
the parties. It may not be changes except by agreement in writing signed by the
party against whom enforcement of any waiver change, discharge or modification
is sought. Waiver of or failure to exercise any rights provided in this
Agreement in any respect shall not be deemed a waiver of any future rights.
7. Survival of Representations and Warranties. The representations,
warranties, acknowledgements and agreements of Hadrian Investment Limited and
the Company shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written
Data Race, Inc.
By: /s/ X. XxXxxxxxx
Title: President & CEO
Hadrian Investment Limited
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Director
00-00 Xxxxx Xxxx * Xxxxxxx Isle of Man
IM991TT
