Exhibit 10.12
MINNEAPPLE CAPITAL, LTD.
0000 Xxxxxx Xxxxx
Xxxxx, Xxxxxxxxx 00000
FINDERS AGREEMENT
THIS AGREEMENT defines the terms and conditions under which MINNEAPPLE
(hereinafter referred to as "MCAP"), shall provide services for MARCH MOTORS
MANUFACTURING COMPANY, (hereinafter referred to as "CLIENT").
1. The term of this agreement shall be sixty (60) months, beginning on February
15, 1997.
2. CLIENT has retained MCAP for services to support CLIENT in arranging mergers,
acquisitions, and other financial matters.
3. MCAP shall treat all information in a confidential manner.
4. CLIENT is solely responsible for acceptance of the terms and conditions of
any agreement negotiated with a third party participant.
5. It is agreed that, as compensation for finding services rendered, CLIENT
shall pay MCAP a finder's fee equal to ten percent (10%) of the total
transaction. The term "transaction" is defined to mean in the broadest sense,
sourced by MCAP, including mergers, acquisitions, licensing fees, sales of
assets, consolidation, reorganization, corporate alliances or strategic
partnerships. Specifically, any future transaction with March Group Plc or
Norton Motors 1993 (or their affiliates), MCAP shall be deemed a finder. The fee
is payable at the time of closing in cash, or at the option of CLIENT, in cash
and equity (up to 50% of the total fee), valuing such equity at the same value
used in the financing transaction for which the fee is applicable.
6. This Agreement sets forth the entire understanding of the parties relating to
the subject matter and supersedes and cancels any prior communication,
understanding and agreements between the parties. This Agreement cannot be
modified or changed, nor can any of its provisions be waived, except by a
writing signed by all the parties.
7. This Agreement shall be governed by the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Finders Agreement to be
executed on this 15th day of February, 1997.
/s/ Xxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxx
--------------------------------- ----------------------------------
Minneapple Capital, Ltd. March Motors Manufacturing Company
by Xxxx X. Xxxxxxx, C.E.O. by Xxxxx X. Xxxxxx, C.E.O.
