New York Finder Agreement Funding

 

Frederic R. Abramson  Attorney at Law 160 Broadway Suite 500 New York, New York 10038 (212) 233-0666 Fax: (212) 267-7571   www.abramsonlegal.com www.abramsonlegal.com 

Dear ___________: This will confirm the terms of our mutual understanding and agreement ("Agreement") in connection with your efforts as "Finder" to obtain financing for Technology, Inc. ("") as follows: 1. Appointment. hereby authorizes Finder, on an explicitly nonexclusive basis, to identify investors, underwriters, joint venturers, lenders and/or guarantors (collectively "Investors") interested interested in providing Financing (as defined below) for or its outright purchase on terms acceptable to the and the Investors. However, it is agreed that the Finder shall have no continuing role or part of the negotiations or relationship between any Investors Investors that the Finder identifi identifies es to the (apart from any rights granted under §2; and that Finder is not now, nor shall it ever be, an agent of the . Finder specifically warrants warrants and represents that she shall not rrepresent epresent herself as an agent of the and agrees to indemnify the for any liability, fees (including (including attorney’s fees), costs or expenses, or settlements which the incurs as a result of any representation to third-parties by the Finder. It is understood that Finder is acting as a finder only, is not a licensed securities or real estate broker or dealer, and shall have no authority to enter into any commitments on the 's behalf, or to negotiate the terms of Financing, or to hold any funds or securities in connection with Financing or to perform any act which would require Finder to become licensed as a securities or real estate broker or dealer. 2. Notice of Intention. Finder is to give notice of Investors whom Finder intends to contact on ’s behalf  to ascertain an existing relationship with, previous contact by , another Finder’s discussion with said Investor on ’s behalf, or the unsuitability of such contact. Failure to give notice and obtain approval for such Investor contact shall deprive Finder of any

right to receive Compensation in the does contact said Investor whether or not a subsequent Financing occurs oc curs by event or withFinder that Investor.

 

  3. Compensation. If Financing is consummated during the term of or within six (6) months after termination of this Agreement, then Finder shall be entitled to a standard fee based upon a modified Lehman Formula, of 5% under $1 million, 4% on 1st million, 3% on second, 2% on third, 1% on fourth and thereafter. Debt, hybrid and other financing instruments will receive half the above rates and act like points. Payments made pro rata when actual funds received, not in anticipation. Compensation is to be apportioned in the same manner as the financing itself, i.e. the same proportion of stock and cash if stock be offered as part of the financing package for . “Financing”, as used herein, shall mean all amounts furnished to or for the use of  the with Investors directed or introduced by, or through through the efforts of, Finder after the date of this Agreement, whether by investment in equity or debt securities of the , loans, loan commitments, guarantees of indebtedness, leasing, sale and leaseback, joint ventures or licensing.

4. Fees. The fees due Finder as set forth in §2 above shall be paid by bank or cashier's check or stock transfer at the closing of Financing or purchase. In the event that a portion of the Financing is completed in delayed increments, the fee shall be paid  pro-rata as each increment is advanced. No commission is due Finder unless and until an actually Financing is consummated in whole or in part. No compensation other than a commission as per §2 shall be due Finder upon or in the absence of such Financing. 5. Term and Termination. The initial term of this agreement shall be six (6) months but may be extended in amay writing signed byatboth parties expressing so. This Agreement be terminated any time by either partyabymutual writtendesire noticetotodo theso. other party but such termination shall not affect affect the obligation of the to pay the finder's fee hereunder as to Financing consummated within six (6) months after such termination with any Investor directed or introduced by Finder to the or through the efforts efforts of Finder prior to such termination. 6. Accurate Information. hereby represents and warrants that it will take reasonable care to assure that all information provided Finder pertaining to shall be true and correct to the best of its knowledge; and shall hold Finder harmless harmless from any and all liability, liability, expenses or claims arising from the disclosure or use of such information so long as Finder exercises

 

reasonable and ordinary care in relaying materials and information provided by potential Investors accurately.

to

7. Applicable Law & Jurisdiction. This Agreement is governed by and construed under the laws of the State of New York, and any action brought by either party against the other p party arty to enforce or interpret this Agreement shall shall be brought in in an appropriate court of New York. Both parties shall be subject to the jurisdiction of its courts. In the event of any such action, the pre prevailing vailing party shall recover all costs and expenses thereof, including reasonable attorney's fees from the losing party. 8. Manner of Notices. Any notice, request, instruction or other document to be given under this Agreement by either party to the other party shall be in writing and (a) delivered personally; (b) sent by telecopy; (c) delivered by overnight express (charges prepaid); or (d) sent by registered or certified mail, postage prepaid: If to to:

If to Finder to:

or at such other address for a party as shall be specified by like notice. Any notice, which is delivered personally, telecopied or sent by overnight express in the manner, provided in this §8 shall be deemed to have been duly given to the party to whom it is addressed upon actual receipt receipt by such party. Any notice which is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it day is addressed at placed the close of business, local time of the recipient, on the third business after it is so in the ma il. mail. 9. Complete Understanding. This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements and understanding, both written and oral, between the parties hereto with respect to the subject matter. 10. Headings and Capitalized Terms. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of its provisions

 

11. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Neither Finder nor may assign their rights or delegate their obligations under this Agreement without the prior written consent of the other. 12. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing writing by Finder and . No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver. 13. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws by any court of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the legality, enforceability or validity of any other provisions or of the same provision as applied to any other fact or circumstance and such illegal, unenforceable or invalid provision shall be modified to the minimum extent necessary to make such provision legal, valid or enforceable, as the case may b be. e. If the above is an accurate and complete memorandum of our Agreement, please print out and return the two signed originals to me for execution and I shall return one of  them to you for your records.

______________ , individually

___________________________________ (Finder)