Exhibit 10.10
FINDERS FEE AGREEMENT
This agreement is entered into as of the 15th day of August, 2004, by and
between Newport International Group / GrassRoots Communications, a Delaware
corporation (the "Company") and E-Holdings, Inc. a Bahamas Company ("EH").
WHEREAS, the parties have determined that, EH should be paid a fee for its role
in introducing the Company to Xxxxxxx Park Investments PLC ("Xxxxxxx").
WHEREAS, it is the intent of the parties to fully and finally resolve the
question as to what compensation EH should receive as compensation for its
introductions and its other efforts related thereto valid for one year as of
today's date.
NOW, THEREFORE, the parties agree as follows:
1. COMPENSATION EH. The Company shall cause the following consideration
to be issued to EH or its designee in recognition of the services provided to
the Company by its introduction to Xxxxxxx resulting in the subsequent
transaction between the Company and Xxxxxxx.
(a) Finders Fee: the Company will issue to EH or its designee
13,5% of the Xxxxxxx Stock that they are due under their agreement with
Xxxxxxx, being 6,500,000 shares equivalent to 877,500 shares of Xxxxxxx
stock valued at (pound) 1.00 per shares as per the Offering Prospectus
of Xxxxxxx.
(b) Issuance of Warrants: The Company will issue EH at closing
five (5) year warrants to purchase Common Stock equal to five percent
(4%) of the principal amount of the Debenture (646,000 warrants) , the
warrants shall have an exercise price equal to the exchange price
($1,70) of the Company's common stock. The Warrants shall have
"piggy-back" registration rights. EH can at their discretion swap these
warrants of the Company to 500,000 freely tradable shares of Xxxxxxx in
a period of one year as of the date of execution of this agreement.
(c) Put Option granted to EH: EH can exchange their shares of
Xxxxxxx with the Company against a cash consideration of (pound)1,00
per share in a period of one year as of the date of execution of this
agreement. This Put Option only covers the shares issued to EH in
respect of their Finders Fee.
MISCELLANEOUS.
All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be deemed given if
delivered by certified or registered mail (first class postage prepaid),
guaranteed overnight delivery or facsimile transmission if such transmission is
confirmed by delivery by certified or registered mail (first class postage
prepaid) or guaranteed overnight delivery, to the following addresses and
telecopy numbers
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(or to such other addresses or telecopy numbers which any party shall designate
in writing to the other parties):
if to EH, to:
Xxxxxx Xxxxx, Secretary
E-Holdings, Inc.
Cumberland House,
00 Xxxxxxxxxx Xxxxxx, X.X. Xxx X 00000,
Xxxxxx, the Bahamas
Fax (0) 000 000-0000
if to the Company, to:
Mr. Cery Perle, President & CEO
Newport International Group/GrassRoots Communications
00000 Xx Xxxxx
Xxxxx 000
92260 Palm Dessert CA
Fax (0) 000 000-0000
This Agreement contains the entire understanding of the
parties in respect of its subject matter and supersedes all prior agreements and
understanding (oral or written) between or among the parties with respect to
such subject matter.
(c) The parties shall pay their own fees and expenses incurred
in connection with this Agreement or any transaction contemplated hereby.
This Agreement may not be modified, amended, supplemented,
canceled, or discharged, except by a written instrument executed by all parties.
No failure to exercise and no delay in exercising, any right, power or privilege
under this Agreement shall operate as a waiver, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude the exercise of any
other right, power or privilege. No waiver of any breach of any provision shall
be deemed to be a waiver of any preceding or succeeding breach of the same or
any other provision, nor shall any waiver be implied from any course of dealing
between the parties. No extension of time for performance of any obligations or
other acts hereunder or under any other agreement shall be deemed to be an
extension of the time for performance of any other obligations or any other
acts.
The rights and obligations of this Agreement shall bind and
inure to the benefit of the parties and their respective heirs, successors and
assigns. Nothing expressed or implied herein shall be construed to give any
other person any legal or equitable rights hereunder. Except as expressly
provided herein, the rights and obligations of this Agreement may not be
assigned or delegated by either party without the prior written consent of the
other party.
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This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one and the same instrument.
The headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement
or the schedules.
This Agreement shall be construed in accordance with and
governed for all purposes by the laws of the State of California.
Each party herein expressly represents and warrants to all
other parties hereto that (i) before executing this Agreement, said party has
been fully informed of the terms, contents, conditions, and effects of this
Agreement; (ii) said party has relied solely and completely upon his or its own
judgment in executing this Agreement; (iii) said party has had the opportunity
to seek the advice of counsel before executing this Agreement; (iv) said party
has acted voluntarily and of its own free will in executing this Agreement; (v)
said party is not acting under duress, whether economic or physical, in
executing this Agreement; and (vi) this Agreement is the result of arm's length
negotiations conducted by and among the parties.
If any party shall incur any attorney's fees or other costs in
enforcing the terms of this Agreement or in any litigation or other proceeding
arising out of any breach by another party or parties of this Agreement or the
transactions contemplated herein, such party shall be entitled to recover such
fees and costs from the breaching party(ies), in addition to all other relief to
which such party may be entitled.
Any dispute arising out of or relating to this Agreement or the transactions
contemplated herein or subject matter hereof shall be to the exclusive
jurisdiction of the state or federal courts of applicable jurisdiction sitting
in Los Angeles, California, and all parties agree to submit to the jurisdiction
of such courts and that such courts are not an inconvenient forum.
The parties hereto have entered into this Agreement to be effective as
of the day and year first above written.
E-HOLDINGS, INC.
By: ______________________________
Xxxxxx Xxxxx, Secretary
NEWPORT INTERNATIONAL GROUP / GRASSROOTS COMMUNICATIONS
By: ______________________________
Cery Perle, CEO
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