Exhibit 10.7
INVESTMENT BANKING & CONSULTING AGREEMENT
This Agreement is made as of August 26, 1998, by and between VoxCom Holdings,
Inc., ("Contractor") with its principal office at 8115 Preston Road, Eighth
Floor-East, Dallas, Texas 75225 and Lloyd Wade Securities a Texas Corporation,
("LDWD") with its principal offices at 5005 LBJ Fwy., Suite 630, Dallas, Texas
75244.
WITNESSETH
WHEREAS, Contractor requires expertise in the area of investment banking to
support its business and growth; and
WHEREAS, LDWD has substantial contacts among the members of the investment
community, investment banking expertise, and desires to act as a consultant to
provide investment banking and advisory services;
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants contained herein and subject specifically to the conditions
hereof, and intending to be legally bound thereby, the parties agree as follows:
1. CERTAIN DEFINITIONS - When used in this Agreement, the following terms
shall have the meanings set forth below:
1.1 Affiliate - any persons or entities controlled by a party.
1.2 Contractor - the Contractor who use the services of LDWD.
1.3 Contractor Clients - the Contractor's clients who use the services
of LDWD through the Contractor.
1.4 Contact Person - The person who shall be primarily responsible for
carrying out the duties of the parties hereunder. Contractor and LDWD
shall each appoint a Contact Person to be responsible for their respective
duties. In the event that one party gives notice to the other party in
writing that, in their reasonable opinion, the other party's Contact
Person is not able to fulfill their duties and responsibilities hereunder,
both parties shall mutually agree upon a replacement Contact Person within
IO days of the said notice.
1.5 Extraordinary Expenses - expenses that are beyond those expenses
that are usual, regular, or customary in the conduct of in-house
activities in fulfillment of the scope of this agreement.
1.6 Equity - cash, securities or liquid assets, specifically excluding
real property.
1.7 Payment or Payable in Kind. Distribution of the proceeds of a
transaction in the same type and form as was given as valuable
consideration for the transaction.
2. CONTACT PERSONS. The Contact Person for Contractor is Donald G. McLellan,
President. The
Contact Person for LDWD is David Rutkoske, President.
3. SERVICES TO BE RENDERED BY: LDWD. Services to be rendered, on a best
efforts basis, by LDWD are as follows:
3.1 Advice and Counsel. LDWD will provide advice and counsel regarding
Contractor's strategic business and financial plans, strategy and
negotiations with potential lenders/inventors, merger/acquisition
candidates, joint ventures, corporate partners and others involving
financial and financially related transactions.
3.2 Introductions to the Securities Brokerage COMMUNITY. LDWD has a
close association with numerous broker/dealers and investment
professionals across the country and will enable contact between
Contractor and/or Contractor Clients to facilitate business transactions
among them. LDWD shall use their contacts in the brokerage community to
assist Contractor in establishing relationships with securities dealers
and to provide the most recent corporate information to interested
securities dealers on a regular and continuous basis. LDWD understands
that this is in keeping with Contractor's business objective to establish
a nationwide network of securities dealers who have an interest in
Contractor's securities.
3.3 Market-making Intelligence. LDWD is a market-maker in numerous
securities and has access through its market-making facilities and
personnel to LDWD proprietary information. LDWD will monitor and react to
sensitive market information on a timely basis and provide advice, and
counsel and proprietary intelligence (including but not limited to
information on price, volume and the identification of market-makers,
buyers and sellers) to Contractor in a timely fashion with respect to
securities in which Contractor has and interest. Contractor understands
that this information is available from other sources but acknowledges
that LDWD can provide it in a more timely fashion and with substantial
value-added interpretation of such information. The foregoing
notwithstanding, no information will be provided to Contractor with
respect to the activities of any other LDWD customers or customer accounts
without such customer's prior consent.
3.4 Contractor and/or Contractor Client Transaction Due Diligence. If
requested LDWD will undertake due diligence on all proposed financial
transactions affecting the Contractor, of which LDWD is notified in
writing in advance, including investigation and advice on the financial,
valuation and stock price implications thereof.
3.5 Additional Duties. Contractor and LDWD shall mutually agree upon any
additional duties which LDWD may provide for compensation paid or payable
by Contractor under this Agreement. Such additional agreement(s) may,
although there is no requirement to do so, be attached hereto and made a
part hereof by written amendments to be listed as "Exhibits" beginning
with "Exhibit A", and initialed by both parties.
3.6 Best Efforts. LDWD shall devote such time and best effort to the
affairs of the Contractor as is reasonable and adequate to render the
consulting services contemplated by this agreement. LDWD is not
responsible for the performance of any services which may be rendered
hereunder without the Contractor providing the necessary information in
writing prior thereto, nor shall LDWD include any services that constitute
the
rendering of any legal opinions or performance of work that is in the
ordinary purview of the Certified Public Accountant. LDWD cannot guarantee
results on behalf of Contractor, but shall pursue all reasonable avenues
available through its network of financial contacts. At such time as an
interest is expressed by a third party in Contractor's needs, LDWD shall
notify Contractor and advise it as to the source of such interest and any
terms and conditions of such interest. The acceptance and consumption of
any transaction is subject to acceptance of the terms and conditions by
Contractor. It is understood that a portion of the compensation to be paid
hereunder is being paid hereunder is being paid by Contractor to have LDWD
remain available to assist it with transactions on an as needed basis.
4. COMPENSATION TO LDWD.
4.1 Fees. Contractor shall pay LDWD fees in accordance with the Addendum
attached hereto and made a part hereof.
4.2 Additional Fees. Approved in advance, Contractor and LDWD shall
mutually agree upon any additional fees which Contractor may pay in the
future for services rendered by LDWD under this Agreement. Such additional
agreement(s) may, although there is no requirement to do so, be attached
hereto and made a part hereof as Exhibits beginning with Exhibit A.
4.3 Optional Form of PAYMENT. LDWD may, at the time for each payment and
at its sole option, elect to receive all or a portion of said fees in the
form of securities, equity, or financing instruments issued by Contractor
to LDWD on terms agreed by Contractor in writing.
4.4 Extraordinary Expenses. Extraordinary expenses (those not defined in
4.7) of LDWD shall be submitted to Contractor for approval prior to
expenditure and shall be paid by Contractor, within ten (10) business days
of receipt of LDWD request for payment.
4.5 Finder Fees.
A. In the event LDWD mutually agrees with Contractor to introduce
Contractor or a Contractor affiliate to any third party funding
source(s), underwriter(s), merger partner(s), or joint venture(s)
who enters into a funding, underwriting, merger, joint venture or
similar agreement with Contractor or Contractor's affiliate,
Contractor hereby agrees to pay LDWD a minimum advisory fee of 5%
of the gross proceeds derived from such funding, underwriting,
merger, joint venture or similar agreement with Contractor or
Contractor's client, unless generally accepted industry standards
dictate otherwise, payable upon the commencement of such funding,
underwriting, merger, joint venture or similar agreement with
Contractor or Contractor's client. This provision shall survive
this agreement, even though the term of
this agreement may have expired, as pursuant to the section
titled "Term of Agreement and Termination". Said advisory fee
will be payable only upon closing or funding of said transaction
or part thereof.
B. LDWD may, at its sole option, elect to receive all or a portion
of said advisory fee as payment in kind, i.e., prorated in the
same form and type of securities, equity, or financing
instruments issued to the funding source or underwriter by
Contractor. In the event the exercise of this option results in
additional expense over and above the expense of the funding
and/or underwriting then the additional expenses shall be borne
by LDWD. In addition the exercise of this option by LDWD shall
not impede or otherwise have a negative effect on the funding or
underwriting.
4.6 Interest on Funds Due. Contractor shall pay interests on all
payments in arrears due LDWD, at the rate of IO% per annum.
4.7 Expenses. All expenses including, but not limited to, all
registration fees paid to the Securities and Exchange Commission,
fees and expenses of accountants, fees and expenses of legal counsel,
printing and engraving expenses, postage and distribution fees,
transfer agent fees, escrow fees, NASD registration or exchange
listing fees, (but not including underwriting discounts and
commissions relating to shares and warrants of any holder being
offered thereby and fees and expenses of any special counsel of any
selling shareholder) of any registration(s) made pursuant to
paragraph (4. 1) hereof shall be borne and paid by the Contractor.
Underwriting discounts and commissions shall be borne pro rata by any
selling shareholder in proportion to the number of shares being
offered by such selling shareholder.
5. INDEMNIFICATION. The Contractor agrees to indemnify and hold harmless
LDWD, each of its officers, directors, employees and each person, if any,
who controls LDWD against any and all liability, loss, and costs, expenses
or damages, including but not limited to, any and all expenses whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever or howsoever
caused by reason of any injury (whether to body, property, personal or
business character or reputation) sustained by any person or to any person
or property by reason of any act, neglect, default or omission, or any
untrue or alleged untrue statement of a material fact, or any
misrepresentation of any material fact or any breach of any material
warranty or covenant as the Contractor or any of its agents, employees, or
other representatives arising out of, or in relation to, this Agreement.
Nothing herein is intended to nor shall it relieve either party from
liability for its own act, omission or negligence. All remedies provided
by law or in equity shall be cumulative and not in the alternative.
LDWD agrees to indemnify and hold harmless Contractor, each of its
officers, directors, employees and each person, if any, who controls
Contractor against any and all liability,
loss, and costs, expenses or damages, including but not limited to, any
and all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or
any claim whatsoever or howsoever caused by reason of any injury (whether
to body, property, personal or business character or reputation) sustained
by any person or to any person or property by reason of any act, neglect,
default or omission, or any untrue or alleged untrue statement of a
material fact, or any misrepresentation of any material fact or any breach
of any material warranty or covenant as the LDWD or any of its agents,
employees, or other representatives arising out of, or in relation to,
this Agreement. Nothing herein is intended to nor shall it relieve either
party from liability for its own act, omission or negligence. All remedies
provided by law or in equity shall be cumulative and not in the
alternative.
6. CONTRACTOR REPRESENTATIONS. In addition, Contractor hereby represent,
covenants and warrants to LDWD as follows: Contractor shall pay LDWD a
fee, of 200,000 (Two Hundred Thousand) free trading common stock shares
and 200,000 (Two Hundred Thousand) common share warrants upon execution of
this agreement, the underlying shares to be free trading or registered
with any current or next offering (via piggyback registration rights which
the Company will FILE within 180 days) for LDWD's initial setup activities
which are necessary for LDWD to provide the services herein. These fees
shall be considered in arrears if not received by the tenth (10) business
day following the due date specified in the "Addendum".
6.1 Authorization. Contractor and its signatories herein have full
corporate power and authority to enter into this Agreement and to carry
out the transactions contemplated hereby.
6.2 No Violation. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will violate
any provision of the charter or by-laws of Contractor, or violate any term
of provision of any other Agreement or any statute or law.
6.3 Agreement in Full Force and Effect. All contracts, Agreements,
plans, leases, policies and licenses referenced herein to which Contractor
is a party are valid and in full force and effect.
6.4 Litigation. Except as set forth below, there is no action, suit,
inquiry, proceeding or investigation by or before any court or
governmental or other regulatory or administrative agency or commission
pending or, to the best knowledge of Contractor threatened against or
invoking Contractor, or which questions or challenges the validity of this
Agreement and its subject matter; and Contractor does not know or have any
reason to know of any valid basis for any such action, proceeding or
investigation.
6.5 Consents. No consent of any person, other than the signatories
hereto, is necessary to the consummation of the transactions contemplated
hereby, including, without limitation, consents from parties to loans,
contracts, lease or other Agreements and consents from governmental
agencies, whether federal, state, or local.
6.6 LDWD Reliance. LDWD has and will rely upon the documents,
instruments and written information furnished to LDWD by the Contractor's
officers, or designated employees.
A. Contractor's Material Representations. All representations and
statements provided about the Contractor are true and complete
and accurate to the best of Contractor's knowledge. Contractor
agrees to indemnify, hold harmless, and defend LDWD, its
officers, directors, agents and employees, at Contractor's
expense for any proceeding or suit which may raise out of any
inaccuracy or incompleteness of any such material or written
information supplied to LDWD.
B. Contractor's Client and Other Material. Contractor warrants that
all representation and statements provided, other than about the
Contractor, are, to the best of its knowledge, true and complete
and accurate.
6.7 Services NOT EXPRESSED OR IMPLIED.
A. LDWD that has not agreed with Contractor, in this Agreement or
any other Agreement, verbal or written, to be a market-maker (but
may be a placement agent by other "Selling Agreement" from time
to time) in Contractor's securities or in any specific securities
or securities in which Contractor or Contractor's Client has an
interest: and,
B. Any payments made herein to LDWD are not, and shall not be
construed as, compensation to LDWD for the purposes of making a
market, to cover LDWD out-of-pocket expenses for making a market,
or for the submission by LDWD of an application to make a market
in any securities; and,
C. No payment made herein to LDWD are for the purpose of affecting
the price of any security or influencing any market-making
functions, including but not limited to bid/ask quotations,
initiation and termination of quotations, retail securities
activities, or for the submission of any application to make a
market.
7. CONFIDENTIALITY.
7.1 LDWD and Contractor each agree to provide reasonable security
measures to keep information confidential where release may be detrimental
to their respective business interests. LDWD and Contractor shall each
require their employees, agents, affiliates, subcontractors, other
licensees, and others who will have access to the information through LDWD
and Contractor respectively, to first enter into appropriate non-
disclosure Agreements requiring the confidentiality contemplated by this
Agreement in perpetuity.
7.2 LDWD will not, either during its engagement by the Contractor
pursuant to this agreement or at any time thereafter, disclose, use, trade
on, or make known for its or another's benefit, any confidential
information, knowledge, or data of the Contractor or any of its affiliates
in any way acquired or used by LDWD during its engagement by the
Contractor. Confidential information, knowledge or data of the Contractor
and its affiliates shall not include any information which is or becomes
generally available to the public other than as a result of a disclosure
by LDWD or its representatives.
8. MISCELLANEOUS PROVISIONS.
8.1 Amendment and Modification. This Agreement may be amended modified
and supplemented only by written Agreement of LDWD and Contractor.
8.2 Waiver of Compliance. Any failure of LDWD, on the one hand, or
Contractor, on the other, to comply with any obligation, agreement or
condition herein may be expressly waived in writing, but such waiver of
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.
8.3 Expenses: Transfer Taxes, Etc. Whether or not the transaction, if
any, contemplated by this Agreement is consummated, LDWD agrees that all
fees and expenses incurred by LDWD, in connection with this Agreement
shall be borne by LDWD, and Contractor agrees that all fees and expenses
incurred by Contractor in connection with this Agreement shall be borne by
Contractor, including, without limitation, as to LDWD or Contractor, all
fees of counsel and accountants.
8.4 Other Business Opportunities. Except as expressly provided in this
Agreement, each party hereto shall have the right independently to engage
in and receive full benefits from business activities. In case of business
activities which would be competitive with the other party, notice shall
be given prior to this Agreement or, if such activities are proposed,
within 10 days prior to engagement therein. The doctrines of "corporate
opportunity" or "business opportunity" shall not be applied to any other
activity, venture, or operation of either party.
8.5 Each party agrees that all actions, direct or indirect, taken by it
and its respective agents, employees and affiliates in connection with
this Agreement and any financing or underwriting hereunder shall conform
to all applicable Federal and state securities laws. LDWD acknowledge that
it will, from time to time, be in possession of material inside
information about the Company, and agrees to abide by all laws and
regulations regarding trading in the stock of the Consultant while in
possession of such information.
8.6 Notices. Any notices to be given hereunder by any party to the other
may be effected by personal delivery in writing or by mail, registered or
certified, postage prepaid, with return receipt requested. Mailed notices
shall be addressed to the "Contact Person" at the addresses appearing in
the introductory paragraph of this Agreement, but any party may change his
address by written notice in accordance with this subsection. Notices
delivered personally shall be deemed communicated as of actual receipt;
mailed notices shall be deemed communicated as of five (5) days after
mailing.
8.7 Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement
nor any right, interests or obligations hereunder shall be assigned by any
of the parties
hereto without the prior written consent of the other parties, except by
operation of law.
8.8 Delegation. Neither party shall delegate the performance of its
duties under this Agreement without the prior written consent of the other
party.
8.9 Publici Neither LDWD nor Contractor shall make or issue, or cause to
be made or issued, any announcement or written statement concerning this
Agreement or the transactions contemplated hereby for dissemination to the
general public without the prior consent of the other party. This
provision shall not apply, however, to any announcement or written
statement required to be made by law or the regulations of any federal or
state governmental agency, except that the parties shall agree concerning
the timing and consent of such announcement before such announcement is
made.
8.10 Governing Law. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the
laws of the State of Texas, without regard to its conflict of law
doctrine. Contractor and LDWD agree that if action is instituted to
enforce or interpret any provision of this Agreement the jurisdiction and
venue shall be in Dallas County, Texas.
8.11 Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
8.12 Headings. The heading of the Sections of this Agreement are
inserted for convenience only and shall not constitute a part hereto or
affect in any way the meaning or interpretation of this Agreement.
8.13 Entire Agreement. This Agreement, including any Exhibits hereto, and
the other documents and certificates delivered pursuant to the terms
hereto, set forth the entire Agreement and understanding of the parties
hereto in respect of the subject matter contained herein, and superseded
all prior Agreements, promise, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer,
employee or representative of any party hereto.
8.14 Third Parties. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or corporation other than
the parties hereto and their successors or assigns, any rights or remedies
under or by reason of this Agreement.
8.15 Attorneys' Fees and Costs. If any action is necessary to enforce and
collect upon the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees and costs, in addition to any other
relief to which that party may be entitled. This provision shall be
construed as applicable to the entire Agreement.
8.16 Survivability. If any part of this Agreement is found, or deemed by
a court of competent jurisdiction to be invalid or unenforceable, that
part shall be severable from the remainder of this Agreement.
8.17 Further Assurances. Each of the parties agrees that it shall from
the time to time take
such actions and execute such additional instruments as may be reasonably
necessary or convenient to implement and carry out the intent and purpose
of this Agreement.
8.18 Right to Data After Termination. After termination of this
Agreement each party shall be entitled to copies of all information
acquired hereunder as of the date of termination and not previously
furnished to it.
8.19 Relationship of the Parties. Nothing contained in this Agreement
shall be deemed to cause either party to become the partner of the other,
the agent or legal representative of the other, nor create any fiduciary
relationship between them, except as otherwise expressly provided herein.
It is not the intention of the parties to create nor shall this Agreement
be construed to create any commercial relationship or other partnership.
Neither party shall have any authority to act for or to assume any
obligation or responsibility on behalf of the other party, except as
otherwise expressly provided herein. The rights, duties, obligations and
liabilities of the parties shall be several not Joint nor collective. Each
party shall be responsible only for its obligations as herein set out and
shall be liable only for its share of the costs and expenses as provided
herein.
8.20 No Authority to Obligate,- the Contractor. Without the consent of
the Board of Directors of the Contractor, LDWD shall have no authority to
take, nor shall it take, any action committing or obligating the
Contractor in any manner, and it shall not represent itself to others as
having such authority.
9. ARBITRATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE
UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT:
A. ARBITRATION IS FINAL AND BINDING ON THE PARTIES;
B. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT,
INCLUDING THEIR RIGHT TO JURY TRIAL;
C. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT
FROM COURT PROCEEDING;
D. THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED;
E. THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY;
AND
F. THIS ARBITRATION AGREEMENT IS SPECIFICALLY INTENDED TO INCLUDE ANY
AND ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY.
G. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN THE CONTRACTOR,
LLOYD WADE OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL
REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY
CUSTOMER OR OTHER PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION
WITH OR AS A RESULT OF THIS AGREEMENT, SHALL BE RESOLVED THROUGH
ARBITRATION RATHER THAN THROUGH LITIGATION.
H. THE UNDERSIGNED CONTRACTOR HEREBY AGREES TO SUBMIT THE DISPUTE FOR
RESOLUTION TO EITHER THE AMERICAN ARBITRATION ASSOCIATION, IN DALLAS,
TEXAS, OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., IN
DALLAS, TEXAS, WHICHEVER ASSOCIATION MAY ASSERT JURISDICTION OVER THE
DISPUTE, WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO
SO FROM ANY OF THE AFORESAID PARTIES.
I. IF ANY PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST,
THEN THE REQUESTING PARTY MAY ITSELF COMMENCE AN ARBITRATION
PROCEEDING, BUT IS UNDER NO OBLIGATION TO DO SO.
J. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE
PLACE IN DALLAS, DALLAS COUNTY, TEXAS AND THE ARBITRATION RULES OF
THE AMERICAN ASSOCIATION ACT SHALL GOVERN THE PROCEEDING AND ALL
ISSUES RAISED BY THIS AGREEMENT TO ARBITRATE.
K. IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR
SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION
FORUM LOCATED IN DALLAS, DALLAS COUNTY, TEXAS, OVER ANY MATTER WHICH
IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE
ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY OUT-
OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF SUCH
LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO ARBITRATION
AS PROVIDED FOR HEREIN.
L. EACH PARTY WILL SIGN ANY REQUIRED NASD UNIFORM SUBMISSION AGREEMENT
OR THE APPLICABLE PAPERWORK FOR THE AMERICAN ARBITRATION ASSOCIATION,
AT THE TIME ANY DISPUTE IS SUBMITTED FOR ARBITRATION WHICHEVER ONE IS
APPLICABLE.
M. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL AND
CONCLUSIVE AND AGREE TO ABIDE THEREBY.
N. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
EXECUTION FOR COLLECTION.
10. TERM OF AGREEMENT AND TERMINATION. This Agreement shall be effective upon
execution, shall continue for one year unless terminated sooner by LDWD,
or Contractor upon giving to the other party 30 days written notice, after
which time this Agreement is terminated. LDWD shall be entitled to the
finders fees described in this Agreement for funding or underwriting
commitments entered into by Contractor's client within one year after the
termination of this Agreement if said funding or underwriting was the
result of LDWD efforts
prior to the termination of this Agreement.
11. CORPORATE AUTHORITY. The undersigned executer of this Agreement warrants
that a Corporate Resolution is on FILE, in the minutes of the Record Book
of the Corporation, expressly granting the power to enter into this
Agreement on behalf of the Corporation, and to consummate the transactions
contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CONTRACTOR: VOXCOM HOLDINGS, INC.
By: /s/ Donald McLellan
Donald McLellan, President
LDWD: LLOYD WADE SECURITIES, INC.
By: /s/ David Rutkoske
David Rutkoske, President
ADDENDUM
ADDENDUM TO INVESTMENT BANKING AGREEMENT
I. DTC Reports. The Contractor shall provide DTC reports weekly to LDWD, when
available.
2. BROKERAGE SERVICES. Contractor, its officers, directors, and other
"insiders" shall each have an opportunity to open an account at LDWD and
have all of their shares of any public company deposited into such account,
so that LDWD may become these individuals primary broker as per paragraph I
above.
3. INITIAL FEE. Contractor shall pay LDWD a retainer fee in the amount of
$5000 per month for twelve months. The first and last payment shall be at
the date of execution of this agreement with each additional payment to be
made in the same day of each subsequent month.
4. SHARES. The stock shares granted to LDWD from Contractor, are: (as of the
date of this agreement) amount of 200,000 (Two Hundred Thousand) Shares of
the Company's free trading common stock (hereinafter the "Shares"). LDWD's
ownership interest in the shares shall vest immediately as follows: 50,000
shares upon execution of this agreement, 50,000 shares 90 days after
execution of this agreement, 50,000 shares 180 days after this agreement,
and 50,000 shares 270 days after execution of this agreement.
6. WARRANTS. The warrants granted to LDWD from Contractor are 200,000 (Two
Hundred Thousand) Warrants on the Common Stock shares of the Contractor,
which shall vest as follows: 50,000 shares upon execution of this agreement,
50,000 shares 90 days after the execution of this agreement, 50,000 shares
180 after the execution of this agreement, 50,000 shares 270 days after
execution of this agreement.
The Warrants shall be subject to the following terms:
A. EXERCISE PRICE. The exercise price shall be fixed at $2.00 (Two
Dollars). Each warrant shall be convertible upon exercise into one share
of common-stock.
B. TERM. The term shall be for a period of 3 years from the effective date
of this agreement.
7. PROVISIONS GOVERNING THE SHARES. The following provisions are applicable to
the Shares issued to LDWD pursuant to this agreement:
Contractor shall provide at the time of exercise of this Agreement, paperwork
for LDWD to have (as Attached "Exhibits 1, 11 and III"):
I. "Stock Certificates" of ownership of all shares with duly noted non-
registration statement, if applicable,
II. "Registration Rights Agreement" to the above mentioned stock, and
III. "[Form of Warrant Agreement" containing grant of warrants.
8. DATE of Pavements. The business advisory retainer fee and any other fees
resulting from this relationship shall be due upon the 3oth (thirtieth) day
of each month beginning with the month of execution of this agreement.
9. FINANCING FEE FORMULA. LDWD agrees to provide Contractor with a forum for
future financing with LDWD of other firms under the following formula of
fees to be paid to LDWD:
A. 3% non-accountable expense allowance (with expenses enumerated).
B. 2% dealer reallowance (to be shared with other members of the "Selling
Group").
C. 1O% sales concession or commission (to be paid as brokers' gross
commission).
D. Other fees and terms will be negotiated according to a written "term
sheet".
EXHIBIT A
DUTIES OF LLOYD WADE SECURITIES, INC.
NO ADDITIONAL DUTIES OR FEES HAVE BEEN AGREED TO UNLESS THIS PAGE IS
AMENDED AND SIGNED BY BOTH PARTIES.