ACTUAL CONTRACT SIGNED WITH MBS..
The Company agrees to pay MBS fees upon the successful completion of a Financing or an M&A Transaction as follows: Due Diligence Fee. (i) $10,000 cash fee will be paid to MBS upon the execution of this Agreement, and (ii) 1,000,000 shares of the Company’s Common Stock pursuant to a restricted stock grant to MBS, of which 500,000 shares will vest immediately, and 500,000 shares will vest 180 days from the Effective Date.
For each Financing, the Success Fee will be (a) a cash fee equal to 8% of the gross proceeds from any equity Financing, 8% of the gross proceeds from any convertible debt or mezzanine Financing, and 3% of the gross proceeds from any debt Financing and in all instances including, without limitation, upon exercise of any cash based warrants issued in any Financing, and (b) shares of the Company’s Common Stock (the “MBS Stock”) equal to 3% of the aggregate number of the fully diluted and/or converted shares of common stock and/or common stock equivalents purchased by the Investors (after giving effect to any warrants issued to the Investors in any Financing and the increase in shares under a ratchet or similar provision pursuant to which the number of shares initially acquired is subsequently increased) on the same terms and conditions as the Investors were granted. MBS may elect at its sole discretion to receive its Success Fee in stock at a higher rate than presented above, such that the combination of cash and stock may not exceed 11% and the cash portion may not exceed 8% of the gross proceeds from any financing facilitated by MBS.
The cash portion of the Success Fee will be due and payable upon the closing of each Financing and will be payable directly to MBS from the escrow established for such closing or in such other manner as may be acceptable to MBS. Immediately prior to closing of a Financing, the Company will sign a payment authorization letter, in a form to be prepared at the sole discretion of MBS, irrevocably instructing the Financing source or Escrow Agent to deduct the Success Fees due to MBS from the Financing and remit those Success Fees directly to MBS.
The shares of the Company’s Common Stock to be issued to MBS will carry piggy-back registration rights. The Company warrants that the Shares to be issued to MBS under this Agreement will be validly issued, fully paid and non-assessable and that the Company’s Board of Directors has or shall have duly authorized the issuance and transfer of said Shares to MBS.
For each M&A Transaction, the Success Fee will be a fee in the same form of consideration paid or received by the Company equal to the following schedule of the Total Consideration (as defined below) with respect to such M&A Transaction:
5% of the first $5,000,000 of Total Consideration, or any part; plus,
4% of the second $5,000,000 of Total Consideration, or any part; plus,
3% of the third $5,000,000 of Total Consideration, or any part; plus,
2% of the next $5,000,000 of Total Consideration, or any part; plus,
1% of the balance of the Total Consideration
Investments = Daytrades gone bad
