Monday, November 26, 2007 10:16:58 PM
Javelin Play - UCOI - Preferred Shares
Hoodwinked?
There is currently much fuss over on the Unico stock message board. The stock is up against a reverse split that the definite proxy statement says may go as high as 500 – 1.
Adding to the quandary of what to do, is the existence of a class of preferred shares that are convertible into common shares that are not affected by a reverse split. In other words, while the common shares are reduced, the number of preferred shares stays the same.
How might this play out? According to the proxy statement there are currently 4,815,363,072 shares outstanding. If the stock reverse split is effected at 1 for 500, the outstanding shares would be reduced to 9,630,726 shares.
With 9,800,000 preferred class A shares outstanding, if they were to be converted into common shares after the split, there would be 19,430,726 total outstanding shares with management holding a controlling interest of 50.04% of the common shares.
Not a very pretty picture is it?
So how exactly did such a potentially destructive instrument to shareholder wealth come into play in the fist place? Quite simply, the investors were hoodwinked (my opinion) into giving management too much authority. After reading a little further along, some of you may go so far as to come to the conclusion that shareholders were lied to. I’ll let the reader examine the evidence and what you do with it is your own business.
Off we go now, back to where the preferred shares came about in the first place. Back in 2004, Unico was up against a share limit of 100 million shares. In the definitive proxy statement released prior to vote we find the following.
UNICO INC /AZ/ (UCOI) DEF 14A filed 4/19/2004
ITEM RECOMMENDED VOTE
1. Increase the number of Unico's authorized common shares,
from one hundred million (100,000,000) to five hundred
million (500,000,000) shares, and establish a class of
preferred stock, with 20,000,000 shares authorized, with
such preferences, limitations and relative rights as may
be determined in the discretion of Unico's board of
directors.
My comments on this is that while it was necessary to increase the authorized shares, it was not necessary to include the vote for the preferred shares in the same hole punch. Clearly a shareholder should be given the right to vote for an increase in the AS and preferred share authorization as two separate issues.
Now how exactly were these shares to be used? Certainly if we are giving management carte blanche authority, they might hint in the proxy that they are going to issue preferred shares to themselves? Lets have a look see…. In the same proxy we find the description as follows:
“Increasing the authorized number of shares of our common stock will give us greater flexibility and will allow us to issue additional common shares in most cases without the expense or delay of seeking shareholder approval. We are investigating additional sources of financing which our board of directors believes will be in our best interests and in the best interests of our shareholders. We do not currently have any plans, proposals, agreements or understandings, written or otherwise, for any transaction that would require the issuance of additional shares of common stock, except that we presently have outstanding options to acquire up to 300,000 additional shares of our common stock, warrants to acquire up to 3,015,000 additional shares of our common stock, and a $125,000 debenture outstanding which is convertible to shares of our common stock. Our common shares carry no pre-emptive rights to purchase additional shares. The adoption of the amendment to our articles of incorporation will not of itself cause any changes in our capital accounts.
Our board of directors has unanimously approved the creation of a class of preferred stock and reserves to the Board of Directors the right to establish the preferences, limitations and relative rights of the preferred stock, including the right to designate one or more series of preferred stock. The board of directors believes that the creation of a class of preferred stock with open designation will provide the Company with increased financing flexibility while also providing certain anti-takeover protection. The adoption of the amendment to our articles of incorporation to create a class of preferred stock with twenty million (20,000,000) shares authorized, will not of itself cause any changes in our capital accounts.
In the event this proposal is approved by Unico's shareholders, the preferences, limitations and relative rights of the preferred stock may be determined by the board of directors in the future, without having to obtain any additional approvals of Unico's shareholders. This means that the dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates and similar matters involving the preferred stock will be determined by the board of directors. The preferences, limitations and relative rights of Unico's preferred stock may be superior to the rights of Unico's common stock.”
Please note that while they made following statement in regard to the common stock :
We do not currently have any plans, proposals, agreements or understandings, written or otherwise, for any transaction that would require the issuance of additional shares of common stock, except….
When they came to the preferred shares however, they omitted any statement as to having plans to issue preferred shares.
They only state that...
“The board of directors believes that the creation of a class of preferred stock with open designation will provide the Company with increased financing flexibility while also providing certain anti-takeover protection”
So after the vote was held and item #1, the vote for the preferred shares authorization passed, what happened? ON THE VERY SAME DAY THE VOTE PASSED THE MEASURE, MANAGEMENT CREATED A CLASS OF PREFERRED SHARES AND EXCHANGED MANAGEMENT DEBT FOR THE PREFERRED SHARES.
The preferred class created however was not just any preferred class of shares. They were boiler plate Javelin Holdings (Javelin Advisory Group) created preferred class shares.
What are “boiler plate Javelin preferred shares”? Preferred shares having the following rights: One to one conversion not affected by a reverse split, non voting, and the right to elect two directors to the company when voted as a class.
The question is this. Did management know at the time of the release of the definite proxy statement that they were going to issue the preferred shares to themselves? Was this information hidden from the shareholders? I say most certainly so. Here is the evidence. Remember that the definitive proxy statement was filed on 4/19/04. The Javelin contract that follows was presented March 12, over a month prior. Note the mention of the creation of a class of preferred shares for…. THE BENNIFIT OF MANAGEMENT, no less.
Second in the line up is another contract with Howard Salamon, dated March 19th, a full month before the definitive proxy statement was released, also mentioning preferred shares created by Javelin Holdings. Not just mentioning it but having it as the FIRST Item under Consultant's Fee.
Javelin Holdings contract PLUS Javelin signature preferred shares??? You be the judge as to whether or not Unico Management gave shareholders full disclosure.
UNICO INC /AZ/ (UCOI) 10QSB filed 7/22/2004
JAVELIN HOLDINGS, INC.
43180 Business Park Drive, Ste. 202
Temecula, CA 92590
www.javelinholdings.com
March 12, 2004
Mr. Ray C. Brown, President
Unico, Incorporated
6475 Grandview Avenue
Magalia, CA 95954
Re: Engagement of Services
Dear Mr. Brown,
We are pleased to submit this proposal for engagement of services for Unico, Incorporated ("the Company") relative to your decision to become a Business Development Company pursuant to the Investment Company Act of 1940. Your acknowledgement and execution at the end of this proposal shall signify your intent to enter into this agreement on terms as stated below.
Scope of Services
We will review all historical filings submitted by the Company and/or its legal counsel. Such filings include financial statement filings (10-Q's and 10-K's), registration statements filed under SB and S-8, proxy filings, and 8-K filings. Our review of this material will be focused on ensuring that all documents presented to the SEC are consistent and compliant with the Securities Act of 1933 and 1934, as amended, and with the NASD requirements for OTCBB listing.
We will also review the Company's existing corporate structure and governance to ensure compliance with the Investment Company Act of 1940, which sets forth the authority for a Business Development Company ("BDC"), and make recommendations to the Board of Directors for appropriate changes. Of particular significance is the requirement that all BDC's have a board of directors, a majority of which are independent as defined by the SEC. We will provide the necessary board resolutions, audit committee charter, investment committee charter, bonding instructions, etc. to properly establish and maintain the Company's BDC status.
We will then prepare for filing all documentation necessary for the Company to qualify as a Business Development Company ("BDC") pursuant to the Investment Company Act of 1940. These documents will include a Form N-54 and an initial Form 1-E allowing you to issue freely-trading shares.
We will prepare a customized "Compliance Handbook" that will be unique to your Company. This handbook will be set up to note in detail all of the Company's transactions as a BDC including investments, stock sales, board actions, and legal opinions relative to the issuance of stock under the 1-E registration. It will also include an ethics manual, compliance guideline, and a complete copy of the Investment Company Act of 1940
Finally, we will provide a 60 day compliance consulting services, commencing on the date of the filing of the N-54, wherein we will monitor the Company's compliance under the Investment Company Act of 1940 and the Sarbanes-Oxley Act of 2002. As part of this service, we will review all stock transactions during the period as well as reviewing investments contemplated by the Investment Committee, Board Minutes, resolutions and written actions, public filings and financial statements to ensure that compliance with the regulatory authorities, hereinabove cited, are strictly maintained. Any additional Form 1-E filings are also included during this period.
Consideration
Our fees for the services described and included in this Agreement will be comprised of the following:
A. $10,000 upon the execution of this Agreement, which will commence work.
B. $15,000 upon filing of the N-54 and the Form 1-E with the SEC.
C. SUCCESS FEE: Simultaneously with the filing of the N-54 and the Form 1-E, a Convertible Note in the amount of $25,000 will be executed by the Company in favor of Consultant. Said Note will be for the period of 60 days but will only become due and payable on the effective date of the Form 1-E. At the discretion of the Company, the Note will be convertible into free trading 1-E stock at a 50% discount to the market bid price at the time of conversion.
D. Five percent (5%) of any Preferred Class of Stock created by Consultant for the benefit of management.
These fees are based on our estimate of the time and complexity of the work to be performed and the assumption that unexpected circumstances will not be encountered. Our fees are intentionally set at a fixed amount to ensure that you have no surprises relative to our stated services and the conversion process itself.
Once Consultant advises Company that the N-54 and Form 1-E are ready to file with the SEC, Company will have 30 days to file such documents in accordance with this contract. Should Company fail to move forward with these filings within the specified period, the balance of this contract will immediately become due and payable.
Additional Services Available Upon Request
There may be circumstances beyond our control or additional services which you may require that are not contemplated herein, and which could include any of the following:
1. Prepare or rewrite SEC filings and financial statements.
2. Assist with accounting and preparation for financial statement audit.
3. Assist the Company in compliance with the Sarbanes-Oxley Act of 2002
4. Act as a "finder" for the Company's capital needs.
5. Provide assistance with the Company's public relations and corporate communications needs.
6. Serve on any committees such as the audit committee and/or sit on the Board of Directors
7. Seek out and identify appropriate independent board member candidates.
8. Seek out and identify appropriate acquisition candidates.
9. Administrative management and oversight of the public vehicle.
We will discuss the cost of any of the above services in advance and any such additional services will be under a separate agreement.
We believe this letter accurately summarizes the significant terms of our engagement. If you have any questions please let us know.
If you agree to the terms of our engagement as described in this letter, please sign where indicated below and return it to us. Thank you for giving us the opportunity to be of service to you.
Respectfully submitted,
/s/ Shane H. Traveller
Shane H. Traveller
President
I/We hereby acknowledge the terms of this proposal and agree to be bound thereby.
/s/ Ray C. Brown CEO 03/15/04
________________________________ ____________
Name/Title Date
Salamon Brothers LLC Tel.No.(516)371-9440 20 Margaret Ave Fax.No.(516)371-9440 Lawrence, N.Y. 11559 Email-salamon.brothers@verizon.net
AGREEMENT
Agreement (this "Agreement") dated as of March 19, 2004 between Unico, Inc. an Arizona corporation(the "Company"), and Howard Salamon (the "Consultant").
WHEREAS, the Company and Consultant desire to terminate the current agreement between the parties and have such agreement replaced in its entirety by the terms and provisions of this Agreement; and-
NOW. THEREFORE, in consideration of the premises and the representations, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows:
Section 1. Introductions. The Company acknowledges that the Consultant has and will introduce the Company to certain of its contacts (collectively, "Contacts"). Any Contact that has been introduced to the Company will be so deemed only if and when the parties have identified, agreed to and executed a documented and dated list of such Contacts and their introductions.
Section 2. Consultant's Fee. For providing services as set forth herein, the Consultant shall be entitled to the following compensation:
(i) The Consultant shall be issued 2% of the authorized amount of any class of preferred stock created by Javelin Holdings for the benefit of management.
(ii) For any Contact which gives the Company monies issued in consideration of a convertible debenture to he issued by the Company, the Company shall pay the Consultant 10% of the amount of such financing. Said fee shall be paid in cash to the Consultant when monies are received by the funding group. The Company shall pay said cash fee only if a transaction is consummated with a Contact. Any amounts payable to the Company in installments shall be deemed paid only when the installment is paid to the Company.
(iii) For any Contacts which purchase Regulation E stock issued by the Company, the Consultant shall be entitled to 5% for the first $1 million of such stock purchased; 4% of the next $1 million; 3% for the next $1 million; 2% for the next $I million and for all amounts above $4 million. 1%.All monies are to be paid to Consultant on the day the Company receives the monies from funding group.
Section 3. Retainer and Expenses. No retainer or similar advance payments will be paid or considered due by the Company to the Consultant. All expenses incurred by the Consultant and Contact shall be the sole responsibility of the Consultant and Contact. The Company will not reimburse any expenses incurred by the Consultant or Contact.
Section 4. Miscellaneous. Any and all previous agreements and arrangements between the parties are hereby terminated and have no further force and effect. This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to choice of law doctrine. Each party hereto consents to personal jurisdiction in New York State and voluntarily submits to its jurisdiction in any action or proceeding with respect to this Agreement. Venue for any action arising hereunder shall lie in the state and federal courts located in New York, New York. This Agreement shall constitute the entire agreement, whether oral or written, of the parties hereto and may only he amended by a writing executed by the parties hereto. The Company acknowledges that this Agreement shall only relate to the services provided for herein and any other services requested of the Consultant by the Company shall be subject to a separate agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Unico, Inc
/s/ Ray C. Brown
By:_____________________
Name: Ray Brown
Title: CEO
/s/ Howard Salamon
________________________
Howard Salamon
Salamon Brothers LLC
Derb
Hoodwinked?
There is currently much fuss over on the Unico stock message board. The stock is up against a reverse split that the definite proxy statement says may go as high as 500 – 1.
Adding to the quandary of what to do, is the existence of a class of preferred shares that are convertible into common shares that are not affected by a reverse split. In other words, while the common shares are reduced, the number of preferred shares stays the same.
How might this play out? According to the proxy statement there are currently 4,815,363,072 shares outstanding. If the stock reverse split is effected at 1 for 500, the outstanding shares would be reduced to 9,630,726 shares.
With 9,800,000 preferred class A shares outstanding, if they were to be converted into common shares after the split, there would be 19,430,726 total outstanding shares with management holding a controlling interest of 50.04% of the common shares.
Not a very pretty picture is it?
So how exactly did such a potentially destructive instrument to shareholder wealth come into play in the fist place? Quite simply, the investors were hoodwinked (my opinion) into giving management too much authority. After reading a little further along, some of you may go so far as to come to the conclusion that shareholders were lied to. I’ll let the reader examine the evidence and what you do with it is your own business.
Off we go now, back to where the preferred shares came about in the first place. Back in 2004, Unico was up against a share limit of 100 million shares. In the definitive proxy statement released prior to vote we find the following.
UNICO INC /AZ/ (UCOI) DEF 14A filed 4/19/2004
ITEM RECOMMENDED VOTE
1. Increase the number of Unico's authorized common shares,
from one hundred million (100,000,000) to five hundred
million (500,000,000) shares, and establish a class of
preferred stock, with 20,000,000 shares authorized, with
such preferences, limitations and relative rights as may
be determined in the discretion of Unico's board of
directors.
My comments on this is that while it was necessary to increase the authorized shares, it was not necessary to include the vote for the preferred shares in the same hole punch. Clearly a shareholder should be given the right to vote for an increase in the AS and preferred share authorization as two separate issues.
Now how exactly were these shares to be used? Certainly if we are giving management carte blanche authority, they might hint in the proxy that they are going to issue preferred shares to themselves? Lets have a look see…. In the same proxy we find the description as follows:
“Increasing the authorized number of shares of our common stock will give us greater flexibility and will allow us to issue additional common shares in most cases without the expense or delay of seeking shareholder approval. We are investigating additional sources of financing which our board of directors believes will be in our best interests and in the best interests of our shareholders. We do not currently have any plans, proposals, agreements or understandings, written or otherwise, for any transaction that would require the issuance of additional shares of common stock, except that we presently have outstanding options to acquire up to 300,000 additional shares of our common stock, warrants to acquire up to 3,015,000 additional shares of our common stock, and a $125,000 debenture outstanding which is convertible to shares of our common stock. Our common shares carry no pre-emptive rights to purchase additional shares. The adoption of the amendment to our articles of incorporation will not of itself cause any changes in our capital accounts.
Our board of directors has unanimously approved the creation of a class of preferred stock and reserves to the Board of Directors the right to establish the preferences, limitations and relative rights of the preferred stock, including the right to designate one or more series of preferred stock. The board of directors believes that the creation of a class of preferred stock with open designation will provide the Company with increased financing flexibility while also providing certain anti-takeover protection. The adoption of the amendment to our articles of incorporation to create a class of preferred stock with twenty million (20,000,000) shares authorized, will not of itself cause any changes in our capital accounts.
In the event this proposal is approved by Unico's shareholders, the preferences, limitations and relative rights of the preferred stock may be determined by the board of directors in the future, without having to obtain any additional approvals of Unico's shareholders. This means that the dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates and similar matters involving the preferred stock will be determined by the board of directors. The preferences, limitations and relative rights of Unico's preferred stock may be superior to the rights of Unico's common stock.”
Please note that while they made following statement in regard to the common stock :
We do not currently have any plans, proposals, agreements or understandings, written or otherwise, for any transaction that would require the issuance of additional shares of common stock, except….
When they came to the preferred shares however, they omitted any statement as to having plans to issue preferred shares.
They only state that...
“The board of directors believes that the creation of a class of preferred stock with open designation will provide the Company with increased financing flexibility while also providing certain anti-takeover protection”
So after the vote was held and item #1, the vote for the preferred shares authorization passed, what happened? ON THE VERY SAME DAY THE VOTE PASSED THE MEASURE, MANAGEMENT CREATED A CLASS OF PREFERRED SHARES AND EXCHANGED MANAGEMENT DEBT FOR THE PREFERRED SHARES.
The preferred class created however was not just any preferred class of shares. They were boiler plate Javelin Holdings (Javelin Advisory Group) created preferred class shares.
What are “boiler plate Javelin preferred shares”? Preferred shares having the following rights: One to one conversion not affected by a reverse split, non voting, and the right to elect two directors to the company when voted as a class.
The question is this. Did management know at the time of the release of the definite proxy statement that they were going to issue the preferred shares to themselves? Was this information hidden from the shareholders? I say most certainly so. Here is the evidence. Remember that the definitive proxy statement was filed on 4/19/04. The Javelin contract that follows was presented March 12, over a month prior. Note the mention of the creation of a class of preferred shares for…. THE BENNIFIT OF MANAGEMENT, no less.
Second in the line up is another contract with Howard Salamon, dated March 19th, a full month before the definitive proxy statement was released, also mentioning preferred shares created by Javelin Holdings. Not just mentioning it but having it as the FIRST Item under Consultant's Fee.
Javelin Holdings contract PLUS Javelin signature preferred shares??? You be the judge as to whether or not Unico Management gave shareholders full disclosure.
UNICO INC /AZ/ (UCOI) 10QSB filed 7/22/2004
JAVELIN HOLDINGS, INC.
43180 Business Park Drive, Ste. 202
Temecula, CA 92590
www.javelinholdings.com
March 12, 2004
Mr. Ray C. Brown, President
Unico, Incorporated
6475 Grandview Avenue
Magalia, CA 95954
Re: Engagement of Services
Dear Mr. Brown,
We are pleased to submit this proposal for engagement of services for Unico, Incorporated ("the Company") relative to your decision to become a Business Development Company pursuant to the Investment Company Act of 1940. Your acknowledgement and execution at the end of this proposal shall signify your intent to enter into this agreement on terms as stated below.
Scope of Services
We will review all historical filings submitted by the Company and/or its legal counsel. Such filings include financial statement filings (10-Q's and 10-K's), registration statements filed under SB and S-8, proxy filings, and 8-K filings. Our review of this material will be focused on ensuring that all documents presented to the SEC are consistent and compliant with the Securities Act of 1933 and 1934, as amended, and with the NASD requirements for OTCBB listing.
We will also review the Company's existing corporate structure and governance to ensure compliance with the Investment Company Act of 1940, which sets forth the authority for a Business Development Company ("BDC"), and make recommendations to the Board of Directors for appropriate changes. Of particular significance is the requirement that all BDC's have a board of directors, a majority of which are independent as defined by the SEC. We will provide the necessary board resolutions, audit committee charter, investment committee charter, bonding instructions, etc. to properly establish and maintain the Company's BDC status.
We will then prepare for filing all documentation necessary for the Company to qualify as a Business Development Company ("BDC") pursuant to the Investment Company Act of 1940. These documents will include a Form N-54 and an initial Form 1-E allowing you to issue freely-trading shares.
We will prepare a customized "Compliance Handbook" that will be unique to your Company. This handbook will be set up to note in detail all of the Company's transactions as a BDC including investments, stock sales, board actions, and legal opinions relative to the issuance of stock under the 1-E registration. It will also include an ethics manual, compliance guideline, and a complete copy of the Investment Company Act of 1940
Finally, we will provide a 60 day compliance consulting services, commencing on the date of the filing of the N-54, wherein we will monitor the Company's compliance under the Investment Company Act of 1940 and the Sarbanes-Oxley Act of 2002. As part of this service, we will review all stock transactions during the period as well as reviewing investments contemplated by the Investment Committee, Board Minutes, resolutions and written actions, public filings and financial statements to ensure that compliance with the regulatory authorities, hereinabove cited, are strictly maintained. Any additional Form 1-E filings are also included during this period.
Consideration
Our fees for the services described and included in this Agreement will be comprised of the following:
A. $10,000 upon the execution of this Agreement, which will commence work.
B. $15,000 upon filing of the N-54 and the Form 1-E with the SEC.
C. SUCCESS FEE: Simultaneously with the filing of the N-54 and the Form 1-E, a Convertible Note in the amount of $25,000 will be executed by the Company in favor of Consultant. Said Note will be for the period of 60 days but will only become due and payable on the effective date of the Form 1-E. At the discretion of the Company, the Note will be convertible into free trading 1-E stock at a 50% discount to the market bid price at the time of conversion.
D. Five percent (5%) of any Preferred Class of Stock created by Consultant for the benefit of management.
These fees are based on our estimate of the time and complexity of the work to be performed and the assumption that unexpected circumstances will not be encountered. Our fees are intentionally set at a fixed amount to ensure that you have no surprises relative to our stated services and the conversion process itself.
Once Consultant advises Company that the N-54 and Form 1-E are ready to file with the SEC, Company will have 30 days to file such documents in accordance with this contract. Should Company fail to move forward with these filings within the specified period, the balance of this contract will immediately become due and payable.
Additional Services Available Upon Request
There may be circumstances beyond our control or additional services which you may require that are not contemplated herein, and which could include any of the following:
1. Prepare or rewrite SEC filings and financial statements.
2. Assist with accounting and preparation for financial statement audit.
3. Assist the Company in compliance with the Sarbanes-Oxley Act of 2002
4. Act as a "finder" for the Company's capital needs.
5. Provide assistance with the Company's public relations and corporate communications needs.
6. Serve on any committees such as the audit committee and/or sit on the Board of Directors
7. Seek out and identify appropriate independent board member candidates.
8. Seek out and identify appropriate acquisition candidates.
9. Administrative management and oversight of the public vehicle.
We will discuss the cost of any of the above services in advance and any such additional services will be under a separate agreement.
We believe this letter accurately summarizes the significant terms of our engagement. If you have any questions please let us know.
If you agree to the terms of our engagement as described in this letter, please sign where indicated below and return it to us. Thank you for giving us the opportunity to be of service to you.
Respectfully submitted,
/s/ Shane H. Traveller
Shane H. Traveller
President
I/We hereby acknowledge the terms of this proposal and agree to be bound thereby.
/s/ Ray C. Brown CEO 03/15/04
________________________________ ____________
Name/Title Date
Salamon Brothers LLC Tel.No.(516)371-9440 20 Margaret Ave Fax.No.(516)371-9440 Lawrence, N.Y. 11559 Email-salamon.brothers@verizon.net
AGREEMENT
Agreement (this "Agreement") dated as of March 19, 2004 between Unico, Inc. an Arizona corporation(the "Company"), and Howard Salamon (the "Consultant").
WHEREAS, the Company and Consultant desire to terminate the current agreement between the parties and have such agreement replaced in its entirety by the terms and provisions of this Agreement; and-
NOW. THEREFORE, in consideration of the premises and the representations, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows:
Section 1. Introductions. The Company acknowledges that the Consultant has and will introduce the Company to certain of its contacts (collectively, "Contacts"). Any Contact that has been introduced to the Company will be so deemed only if and when the parties have identified, agreed to and executed a documented and dated list of such Contacts and their introductions.
Section 2. Consultant's Fee. For providing services as set forth herein, the Consultant shall be entitled to the following compensation:
(i) The Consultant shall be issued 2% of the authorized amount of any class of preferred stock created by Javelin Holdings for the benefit of management.
(ii) For any Contact which gives the Company monies issued in consideration of a convertible debenture to he issued by the Company, the Company shall pay the Consultant 10% of the amount of such financing. Said fee shall be paid in cash to the Consultant when monies are received by the funding group. The Company shall pay said cash fee only if a transaction is consummated with a Contact. Any amounts payable to the Company in installments shall be deemed paid only when the installment is paid to the Company.
(iii) For any Contacts which purchase Regulation E stock issued by the Company, the Consultant shall be entitled to 5% for the first $1 million of such stock purchased; 4% of the next $1 million; 3% for the next $1 million; 2% for the next $I million and for all amounts above $4 million. 1%.All monies are to be paid to Consultant on the day the Company receives the monies from funding group.
Section 3. Retainer and Expenses. No retainer or similar advance payments will be paid or considered due by the Company to the Consultant. All expenses incurred by the Consultant and Contact shall be the sole responsibility of the Consultant and Contact. The Company will not reimburse any expenses incurred by the Consultant or Contact.
Section 4. Miscellaneous. Any and all previous agreements and arrangements between the parties are hereby terminated and have no further force and effect. This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to choice of law doctrine. Each party hereto consents to personal jurisdiction in New York State and voluntarily submits to its jurisdiction in any action or proceeding with respect to this Agreement. Venue for any action arising hereunder shall lie in the state and federal courts located in New York, New York. This Agreement shall constitute the entire agreement, whether oral or written, of the parties hereto and may only he amended by a writing executed by the parties hereto. The Company acknowledges that this Agreement shall only relate to the services provided for herein and any other services requested of the Consultant by the Company shall be subject to a separate agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Unico, Inc
/s/ Ray C. Brown
By:_____________________
Name: Ray Brown
Title: CEO
/s/ Howard Salamon
________________________
Howard Salamon
Salamon Brothers LLC
Derb
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