FINDER'S AGREEMENT
AGREEMENT made on 22nd day of April, 1997, by and between AVALON RESEARCH
GROUP INC. ("AVALON") and COMMODORE ENVIRONMENTAL SERVICES, INC. ("COES").
1. THE PARTIES
1.1 COES, a corporation, with its principal office at 000 Xxxx 00xx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000.
1.2 AVALON, a corporation, with its principal office at 0000 Xxxxxx Xxxx,
Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000.
1.3 The persons executing this Agreement represent to each other that they
have full and complete authority to do so and has been designated to do so by
their respective Board of Directors.
2. THE AGREEMENT
2.1 COES seeks a purchaser of all or part of a private placement offering
("Offering"). The Offering shall be for any combination of debt and equity on
terms and conditions satisfactory to COES. As a result of the introduction made
through AVALON to an investor (either a single investor or several investors
referred to herein as "INVESTORS") or any related entity under INVESTORS'
control, should the Offering be placed with INVESTORS, COES shall owe AVALON the
fees described herein. Should COES close on any introduced transactions under
this Agreement, that in itself shall serve as proof that the Offering met the
terms and conditions that were satisfactory to COES.
2.2 It is acknowledged by COES that: AVALON has acted solely as a finder
and not in any other capacity; AVALON has not advised COES in any manner
regarding the merits of this or any other financing arrangement; COES has
consulted its own counsel on all aspects of this Offering and has done its own
due diligence to its satisfaction; AVALON has not made any representations to
COES to induce it into this Agreement.
Finder's Agreement April 23, 1997
2.3 COES shall be under no obligation to pay any fee or other monies
whatsoever to AVALON on account of this Agreement unless (a) the purchase of the
Offering contemplated by this Agreement has closed with INVESTORS and (b) the
purchase of the Offering has resulted from the introduction by AVALON to COES of
INVESTORS. For purposes of this Agreement, the total amount of the fee due
AVALON shall be due and payable on the date of the closing.
2.4 Prior to introduction to any particular investor, AVALON will first
disclose the identity of that proposed investor to COES. COES, at its sole
discretion, can approve or decline whether such introduction can be made to that
investor. If COES does not approve or decline whether such introduction can be
made to that investor within 24 hours of the disclosure of the identity of that
investor by AVALON to COES, then such inaction shall be deemed an approval.
2.5 AVALON shall obtain an executed non-disclosure agreement, in the form
submitted by COES, from all investors prior to presenting the Offering to them
for their review.
2.6 This Agreement will expire one year from the date first above at which
time neither party will have any obligations towards the other party unless
introduced INVESTORS are actively negotiating with COES at expiration time, then
this Agreement will survive until such time as the active dealings either
terminate or a Offering is closed.
3. THE FEE
3.1 The fee for introduction by AVALON to COES of INVESTORS, to be paid to
AVALON by COES pursuant to this Agreement, shall be a sum computed on the total
purchase of or the total investment made in the Offering as follows:
Ten Percent (10%) of all funds raised shall be paid to AVALON
in cash upon the closing of the transaction. The term "funds
raised" shall include all funds due to COES under the
Agreement between COES and INVESTORS regardless of when those
funds may be payable to COES.
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Finder's Agreement April 23, 1997
3.2. In addition to the cash fee in paragraph 3.1, AVALON shall be granted
Common Stock purchase warrants ("Warrants"), in consideration of its services
rendered, in an amount of 10% of the number of Warrants granted to INVESTORS at
an exercise price equal to the exercise price of the Warrants issued to
INVESTORS. Such Warrants granted to AVALON shall expire five years from the
closing date of the Offering. (Should the closing take place in more than one
part, the Warrants shall be granted at the first such closing part and shall
expire five years from that date.)
3.3 The fee due to AVALON shall be payable to AVALON through the closing
escrow. The escrow agent shall release the fee to AVALON at the same time as the
balance of escrowed funds are released to COES and the certificates and warrants
are released to INVESTORS.
4. OTHER
4.1 Any arrangements made by AVALON with any broker or other persons with
whom AVALON is or may be involved are the total responsibility of AVALON. Upon
payment made by COES to AVALON of the AVALON's fee, AVALON will hold COES free
and harmless from any and all claims, liabilities, commissions, fees or expenses
in connection with the transaction from any party who alleges a relationship
with or through AVALON and the INVESTORS.
4.2 In the event of any dispute between COES and AVALON arising under or
pursuant to the terms of this Agreement, or any matters arising under the terms
of this Agreement, the same shall be settled only by arbitration in the Borough
of Manhattan, City of New York, State of New York, in accordance with the rules
and regulations of the American Arbitration Association. The determination of
the arbitrators shall be final and binding upon COES and AVALON and may be
enforced in any court of appropriate jurisdiction.
4.3 This Agreement shall be construed by and governed under the laws of
the State of New York.
4.4 This Agreement contains the entire agreement between AVALON and COES
concerning the introduction of INVESTORS to COES and correctly sets forth the
rights and duties of each of the parties to each other concerning that
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Finder's Agreement April 23, 1997
matter as of this date. Any agreement or representation concerning the subject
matter of this Agreement or the duties of AVALON to COES in relation thereto,
not set forth in this Agreement, is null and void.
IN WITNESS WHEREOF, the parties have signed this Agreement on the date
first written above.
AVALON RESEARCH GROUP INC.
by: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, Pres.
COMMODORE ENVIRONMENTAL SERVICES, INC.
by: /s/ Bentley Xxxx
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Bentley Xxxx, Chairman
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