EXHIBIT 10.40
X X X X X X
INSTITUTIONAL FINANCE
Surgical Safety Products, Inc. (SURG)
Investment Banking Services Agreement
Company: Surgical Safety Products, Inc. ("Surgical Safety")
Investment Banker: Dunwoody Brokerage Services, Inc. d/b/a Xxxxxx Institutional
Finace ("Xxxxxx")
Strategic Partnerships, Entities introduced by Xxxxxx to Surgical Safety and entities
Licensing introduced to Surgical Safety by the aforementioned entities shall
Agreements, Mergers be referred to as "Strategic Partners." For Strategic Partners, or
and Acquistion affiliates thereof, who make any investment into Surgical Safety or
Partners introduced by into whom Surgical Safety makes an investment or enters into a
Xxxxxx: strategic partnership, licensing agreement, stock swap deal, merger,
acquisition, or any other transaction which Surgical Safety
(collectively referred to as Covered Transactions), Surgical Safety
shall pay Xxxxxx a fee of X%, as difined in Fee Scale Below, of the
dollar amount or value of the transaction between Surgical Safety
and Strategic Partners (the "Transaction Value"), payable in cash or
Surgical Safety Common Stock ("Stock"), at Xxxxxx'x option , at
the time of closing of each transaction. To the extent that Xxxxxx is
paid in Stock, then the Stock will be valued at the Market Price (as
defined below) on the closing date of such transaction. In addition
to the payment of the cash or Stock fee, Xxxxxx shall receive
Warrants to purchase a number of shares of Surgical Safety
Common Stock equal to X% of the Transaction Value (divided by)
the Market Price on the closing date of such transaction,
exercisable at such Market Price.
Transactions with no The value of any transaction arranged by Xxxxxx, which does not
Defined Transaction entail a defined dollar denominated Transaction Value, will be
Value: defined dollar or Stock value determined by the parties in writing
prior to closing (the "Defined Value"). For any such transaction,
Xxxxxx shall receive from Surgical Safety X% of the Defined
Value, divided by Market Price, exercisable at Market Price. On
such anniversary of the closing date thereafter, a new Defined
Value shall be determined by two independant third parties
knowledgeabel, and experienced in that particular field or industry,
acceptable to both Xxxxxx and Surgical Safety. In the event the
Defined Value on any anniversary is greater than the highest
Defined Value upon which Xxxxxx has been compensated (the
amount of such difference being referred to as a "Compensation
Shortfall"), Xxxxxx shall received the above stated fee and Warrants
on such Compensation Shortfall.
DKL RAH
000 Xxxxxxx Xxxxxx, Xxxxx 000
0000 Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX 00000
phone 000.000.0000 fax 000.000.0000
Securities offered through Commodity Brokerage Services, Inc. A negotiated
broker/dealer, Atlanta, GA 770.640.0411, Member NASD/SIPC.
Market Price: Market Price shall equal the lesser of (i) the lowest closing bid price
of the Common Stock for the 5 trading days immediately preceding
date of execution by Surgical Safety a Letter of Intent to complete a
Covered transaction, or (ii) the lowest closing bid price of the
Common Stock for the 5 trading days immediately preceding
closing date of a Covered Transaction.
Other Funding In the event Xxxxxx introduces Surgical Safety to a Third Party
sources Introduced by Funding Source (as defined below), Xxxxxx shall receive a fee equal
Xxxxxx: to X% of the amount invested or placed by the Third Party Funding
Source plus a number of Warrants equal to X% of the amount
invested divided by Market Price exercisable at such Market Price.
A Third Party Funding Source is, but not limited to, an Investment
Bank, Broker/Dealer or Securities Broker.
Disputes as to Should the parties hereto not agree on the Defined Value,
Transaction Value, Transaction Value, or Market Price as each is defined abouve,
Defined Value, or Surgical Safety agrees to forego and not circumvent Xxxxxx with
Market Price. respect to any transaction with any Strategic Partners, or any
affiliate thereof, until such time as the parties hereto can agree on
the Defined Value.
Non-Circumventions: Any potential Investor or Strategic Partner (a Xxxxxx Client), who
Xxxxxx arranges to have discussions with Surgical Safety shall be
considered for puposes of this Agreement, the property of Xxxxxx.
In the event that Surgical Safety accepts an investment form, makes
an investment into, or enters into a strategic partnership, licensing
agreement, stock swap deal, merger, acquistion or any other
transaction (a "Covered Transaction") with a Xxxxxx Client for a
period of 60 months from the date hereof Surgical Safety agrees to
pay to Xxxxxx a fee as stated above at the time of closing.
No Obligation: Surgical Safety may, in its sole and ablsolute discretion, choose not
to close any Strategic Partnership, accept any investments or enter
into any other arrangement with any Xxxxxx Client. Surgical Safety
shall have no obligation to pay Xxxxxx any fees or issue any Stock or
warrants to Xxxxxx to the extent Surgical Safety rejects an proposed
investor, client or transaction.
Fee Scale: AMOUNT "X"
----------------- -----------
$1 - $5,000,000 7 0 XXX RAH
$5,000,001 - $10,000,000 6 0 XXX RAH
$10,000,001 - $50,000,000 5 0 XXX RAH
$50,000,001 - $100,000,000 4 0 XXX RAH
$100,000,001+ 3
"X" is a flat percentage based on the plateau/breakpoint reached.
Example: on a $23 million transaction "X" equals 5% for the full
amount.
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