Exhibit 10.4
[LOGO]
Midtown Partners (TM)
Member of NASD & SIPC
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PLACEMENT AGENT AGREEMENT
This agreement (the "Agreement"), made as of this 19th day of July, 2005, by and
between MANARIS CORPORATION (formerly C-Chip Technologies Corporation), a Nevada
corporation, (the "Company"), with its principal place of business at 1155
Rene-Levesque BLVD. West, Suite 2720, Montreal, H3B 2K8 and MIDTOWN PARTNERS &
CO., LLC, (the "Placement Agent"), a Florida limited liability company, with its
principal place of business at 7491 Estrella Circle, Boca Raton, Florida 33433,
confirms the understanding and agreement between the Company and the Placement
Agent as follows:
SECTION I
The Company hereby engages the Placement Agent as the Company's exclusive
placement agent in connection with a proposed Special Warrant Offer and/or
private placement in the United States (the "Offering") of up to seven million
dollars (US$7,000,000) of the Company's securities (the "Financing"). The
Offering will be made solely to "accredited investors" (the "Accredited
Investors"), as such term is defined in Rule 501(a) of Regulation D ("Regulation
D") promulgated under the United States Securities Act of 1933, as amended (the
"Securities Act"), pursuant to an exemption from registration under applicable
federal and state securities laws available under Rule 506 of Regulation D and
in accordance with the terms of this Agreement.
The Placement Agent hereby accepts such engagement upon the terms and conditions
set forth in this Agreement. This Agreement shall not give rise to any
commitment or obligation by the Placement Agent to purchase any of the Financing
or except as set forth herein, to find purchasers for the Financing.
The Placement Agent shall provide the following services (the "Services"):
(a) Advise the Company with regard to the size of the Offering and the
structure and terms of the Financing in light of the current market
environment;
(b) Assist the Company in identifying and evaluating prospective qualified
Accredited Investors;
(c) Approach such investors on a "best efforts basis" regarding an investment
in the Company; and
(d) Work with the Company to develop a negotiating strategy and assist with
the negotiations with such potential investors.
In connection with the Placement Agent providing the Services, the Company
agrees to keep the Placement Agent up to date and apprised of all material
business, market and legal developments related to the Company and its
operations and management. The Placement Agent shall devote such time and
effort, as it deems commercially reasonable under the circumstances in rendering
the Services. The Placement Agent shall not provide any work that is in the
ordinary purview of a certified public accountant. The Placement Agent cannot
guarantee results on behalf of the Company, but shall pursue all avenues that it
deems reasonable through its network of contacts.
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SECTION II
The Placement Agent, its affiliates and any person acting on its or their behalf
hereby represent, warrant and agree as follows (the "Placement Agent Parties"):
(a) The Financing offered and sold by the Placement Agent have been and will be
offered and sold in compliance with all federal and state securities laws and
regulations governing the registration and conduct of broker-dealers, and each
Placement Agent Party making an offer or sale of Financing was or will be, at
the time of any such offer or sale, registered as a broker-dealer pursuant to
Section 15(b) of the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and under the laws of each applicable state of the United
States (unless exempted from the respective state's broker-dealer registration
requirements), and in good standing with the National Association of Securities
Dealers, Inc.
(b) The Financing offered and sold by the Placement Agent have been and will be
offered and sold only to Accredited Investors in accordance with Rule 506 of
Regulation D and applicable state securities laws; provided, however, the
Company shall make all necessary filings under Rule 503 of Regulation D and such
similar notice filings under applicable state securities laws. The Placement
Agent Parties represent and warrant that they have reasonable grounds to believe
and do believe that each person to whom a sale, offer or solicitation of an
offer to purchase Financing was or will be made was and is an Accredited
Investor. Prior to the sale and delivery of the Financing to any such investor,
the Placement Agent Parties will obtain an executed subscription agreement and
an executed investors' rights agreement in the form agreed upon by the Company
and the Placement Agent (the "Subscription Documents").
(c) In connection with the offers and sales of the Financing, the Placement
Agent Parties have not and will not
(1) Offer or sell, or solicit any offer to buy, any Financing by any form
of "general solicitation" or "general advertising", as such terms are used
in Regulation D, or in any manner involving a public offering within the
meaning of Section 4(2) of the Securities Act; or
(2) Use any written material other than the term sheet approved by the
Company and the Placement Agent, a copy of which is attached hereto as
Appendix A, and the Subscription Documents, and shall only rely upon and
communicate information that is publicly available regarding the Company
to any potential investors (without limiting the foregoing, none of the
Placement Agent Parties is authorized to make any representation or
warranty to any offeree concerning the Company or an investment in the
Financing).
(d) The Placement Agent shall cause each affiliate or each party acting on its
or their behalf with whom they enter into contractual arrangements relating to
the offer and sale of any Financing to agree, for the benefit of the Company, to
the same provisions contained in this Agreement.
SECTION III
During the Term (as defined below), the Placement Agent is hereby retained by
the Company to make introductions on a best efforts basis to provide financing
for the Company in an amount and form to be mutually determined by the Company
and the Placement Agent. The Company in its sole discretion shall determine the
prices, terms and conditions under which the Company shall offer or sell any
Financing. The Company shall have the authority to control all discussions and
negotiations regarding any proposed or actual offering or sale of Financing.
Nothing in this Agreement shall obligate the Company to actually offer or sell
any Financing or consummate any transaction. The Company may terminate any
negotiations or discussions at any time and reserves the right not to proceed
with any offering or sale of Financing. The Company shall, promptly following
execution of this Agreement, provide the Placement Agent with a written list of
prospective Offerees that the Company does not want the Placement Agent to
contact. The Placement Agent agrees to not contact the persons on such list, and
the Placement Agent shall not be entitled to the compensation set forth in
Section VIII with respect to any investment made by such person(s) in the
Financing.
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SECTION IV
The Company hereby represents, warrants and agrees as follows:
(a) This Agreement has been authorized, executed and delivered by the Company
and, when executed by the Placement Agent will constitute the valid and binding
agreement of the Company enforceable against the Company in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency or
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable principles.
(b) The offer and sale of the Financing and the Warrants shall be exempt from
registration under the Securities Act, and will comply, in all material respects
with the requirements of Rule 506 of Regulation D promulgated under the
Securities Act and any applicable state securities laws. No documents prepared
by the Company in connection with the Offering, or any amendment or supplement
thereto, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
(c) The financial statements, audited and unaudited (including the notes
thereto), included in the Company's latest annual and quarterly financial
statements (the "Financial Statements"), present fairly the financial position
of the Company as of the dates indicated and the results of operations and cash
flows of the Company for the periods specified. Such Financial Statements have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved except as
otherwise stated therein.
(d) No federal, state or foreign governmental agency has issued any order
preventing or suspending the Offering.
(e) The Company is a Nevada corporation organized, existing and with active
status under the laws of Nevada, with corporate power and authority under such
laws to own, lease and operate its properties and conduct its business as now
conducted. The Company has all power, authority, authorization and approvals as
may be required to enter into this Agreement and each of the Subscription
Documents, and to carry out the provisions and conditions hereof and thereof,
and to issue and sell the Financing and Warrants.
(f) The Financing, - the Warrants, and common shares issuable upon exercise of
the Warrants (the "Warrant Shares"), have all been authorized for issuance and
sale pursuant to the Subscription Documents, and when issued and delivered by
the Company against payment therefore in accordance with the terms of the
Subscription Documents, will be validly issued and fully paid and
non-assessable.
(g) No further approval or authorization of any shareholder of the Company, its
Board of Directors or other person or group is required for the issuance and
sale of the Financing, the Warrants or the Warrant Shares.
(h) Since the latest unaudited financial statements, there has not been any (A)
material adverse change in the business, properties, assets, rights, operations,
condition (financial or otherwise) or prospects of the Company, (B) transaction
that is material to the Company, except transactions in the ordinary course of
business, (C) obligation that is material to the Company, direct or contingent,
incurred by the Company, except obligations incurred in the ordinary course of
business, (D) change that is material to the Company or in the common shares or
outstanding indebtedness of the Company, or (E) dividend or distribution of any
kind declared, paid, or made in respect of the common shares.
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SECTION V
The parties agree that the close of the Offering (the "Closing") shall be
subject to the satisfaction of the following conditions, unless expressly waived
in writing by the parties:
(a) The Offering shall not be subject to any regulatory or judicial proceeding
questioning or reviewing its effectiveness for the purpose of offering the
Financing for sale and issuance.
(b) The Company shall deliver a certificate of an officer of the Company dated
as of the Closing that affirms the accuracy of the representations and
warranties contained in Section IV hereof.
(c) The Agent shall have received an opinion of counsel to the Company, dated as
of the Closing, that the Financing offered and sold in compliance with this
Agreement are not required to be registered under the Securities Act.
(d) The Company shall have paid, or made arrangements satisfactory to the Agent
for the payment of, all such expenses as required by Section VIII below.
(e) The Placement Agent and the Company shall have finalized and agreed to the
form of the warrant agreement referred to in Section VIII below.
SECTION VI
(a) The term of this Agreement shall commence on the date first written above
and shall expire the earlier of thirty (30) days after the date the Company (1)
provides the Placement Agent with requested due diligence materials and (2) the
Company and the Placement Agent mutually agree that information documents
(including, but not limited to: a business plan; executive summary; three-year
historical income statement, statement of cash flows, and balance sheet;
five-year projected financial statements; use of proceeds statement; investor
presentation; valuation analysis), to be provided and approved by the Company,
are ready for presentation to the Placement Agent's network of potential
financing sources or the closing of the Offering, unless terminated in
accordance with the provisions set forth below, or extended by the mutual
written consent of the parties hereto (the "Term"). This Agreement may be
terminated only:
(1) By the Company or the Placement Agent for any reason at any time upon
fifteen (15) days' prior written notice; or
(2) By the Placement Agent upon default in the payment of any amounts due
to the Placement Agent pursuant to this Agreement, if such default continues for
more than fifteen (15) days following receipt by the Company from the Placement
Agent of written notice of such default and demand for payment.
(b) In the event of termination, the Placement Agent shall be immediately paid
in full on all items of compensation and expenses (including any amounts
deferred) payable to the Placement Agent pursuant hereto, as of the date of
termination.
(c) The Placement Agent Fee or Financing Fee shall become due and payable to
PLACEMENT AGENT upon the date that the Company receives the proceeds of the
financing from the party providing the financing. A Placement Agent Fee shall
also be payable with respect to any Qualified Offering or any subsequent
Qualified Financing accepted and received by Company within twelve (12) months
after the termination or expiration of this Agreement, by any party or source of
funding introduced or facilitated by PLACEMENT AGENT to Company.
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SECTION VII
If at any time during the twelve (12) months following the termination of this
Agreement the Company conducts a Qualified Offering, the Placement Agent shall
(1) be entitled to act as a placement agent in such Qualified Offering and
receive commissions and fees for subscriptions received or solicited by the
Placement Agent for the Company's securities pursuant to the terms and
conditions of an agreement that shall be substantially similar to the terms and
conditions of this Agreement, and (2) be entitled to the compensation and fees
as set forth in Section VIII of this Agreement for any Qualified Financing
received by the Company. Any compensation or fees paid pursuant to Section VIII
below shall relate only to the securities initially issued by the Company and
not the underlying securities, unless otherwise agreed to by the Company.
"Qualified Offering" shall mean any securities issued by the Company, other
than: (1), the securities issued pursuant to the terms and conditions of the
Offering; (2) common shares, options or other rights to purchase common shares
issued or granted to employees, officers, directors and consultants of the
Company pursuant to one or more employee stock plans or agreements approved by
the Company's board of directors; (3) securities of the Company issued or
issuable to financial institutions or lessors in connection with real estate
leases, commercial credit arrangements, equipment financings or similar
transactions approved by the Company's board of directors, including, but not
limited to, equipment leases or bank lines of credit; (4) securities issued as a
dividend or distribution on, or in connection with a split of or
recapitalization of, any of the capital stock of the Company; (5) securities
issued by the Company pursuant to strategic partnerships, joint ventures or
other similar arrangements approved by the Company's board of directors where
the primary purpose of the arrangement is not to raise capital; (6) securities
of the Company issued pursuant to a registration statement filed by the Company
under the Securities Act; (7) securities issued by the Company pursuant to an
acquisition of another corporation or other entity by the Company by merger,
purchase of all or substantially all of the capital stock or assets, or other
reorganization; or (8) securities of the Company issued pursuant to currently
outstanding options, warrants or other rights to acquire securities of the
Company.
"Qualified Financing" shall mean an investment from a person after the
termination of this Agreement that directly results from the Placement Agent's
performance of the Services hereunder during the Term of this Agreement (for the
avoidance of doubt this shall mean any solicitation of a potential investor or
an introduction of a potential investor to the Company by the Placement Agent
related to the Offering during the Term of this Agreement). The Placement Agent
agrees to provide to the Company within ten (10) days after the termination of
this Agreement (the "Delivery Deadline") a list of all persons solicited on
behalf of the Company or introduced to the Company by the Placement Agent
related to the Offering (the "Solicitation List") to assist the parties in
making a later determination as to whether a Qualified Financing has occurred.
If the Solicitation List is not provided to the Company prior to the expiration
of the Delivery Deadline, the Company's obligation to pay any commissions or
fees related to a Qualified Financing pursuant to this Section VII shall
immediately terminate. For purposes of this Agreement, receipt of Qualified
Financing shall be deemed to be received by the Company on the date that a
definitive agreement regarding the Qualified Financing is executed by the
Company and the party providing such financing. The compensation or fees shall
become payable to the Placement Agent upon the date that the Company receives
the proceeds of the Qualified Financing.
Notwithstanding anything to the contrary, if the Company conducts a Qualified
Offering during the twelve (12) months following the termination of this
Agreement, it shall not be obligated to accept any subscriptions received by the
Placement Agent or any Qualified Financing by virtue of this Section VII and the
Company reserves the right to accept or reject any such subscriptions or
Qualified Financing in whole or in part.
SECTION VIII
In consideration for the performance of the Services hereunder, the Company
hereby agrees to pay to the Placement Agent such fees (the "Placement Agent Fee"
or the " Financing Fee") as outlined below:
(a) If the Placement Agent receives subscriptions for Financing as a part of the
Offering (the "Placement Agent Investors"), the Company shall:
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1) On each closing date of the Offering on which aggregate
consideration is paid to the Company for the Financing issued
pursuant to the Offering pay to the Placement Agent (i) a cash
fee in an amount equal to ten percent (10.0%) of the principal
amount of the Financing on all Warrants with a term to
maturity of over one (1) year, and two percent (2%) on all
Warrants with a maturity of less than one (1) year. (the
"Financing Fee").
2) On each closing date of the Offering on which aggregate
consideration is paid or becomes payable to the Company for
its securities issued pursuant to the Offering, the Company
shall issue to the Placement Agent or its permitted assigns
warrants (the "Warrants") to purchase such number of shares of
the common stock of the Company equal to ten percent & five
percent (ten percent (10.0%) on Warrants that have over one
(1) year to maturity and five percent (5%) on Warrants that
have less than one (1) year to maturity) of the aggregate
number of shares of common stock of the Company issued by the
Company upon closing of the Offering. The number of shares of
Common Stock issuable upon exercise of the Warrants shall
include all shares of common stock issuable under the
Financing, including, without limitation, shares issuable upon
conversion or exercise of the Financing. The Warrants shall
provide for cashless exercise (even if the Purchasers do not
have such right) and have terms and conditions identical to
the Financing purchased by the Purchasers, including, without
limitation, anti-dilution and price protection provisions to
take into account any issuance of additional shares of common
stock as a result of an adjustment to the Financing or the
shares of common stock underlying the Financing. The exercise
price per share of the Warrants shall be equal to the
effective price per share paid by the Purchasers for the
Financing (or in the event of a convertible security, the
conversion price or exercise price per share of common stock
on the closing date). The Warrants shall be exercisable after
the date of issuance and shall expire five years after the
date of issuance, unless otherwise extended by the Company.
The Warrants shall include anti-dilution protection, including
protection against issuances of securities at prices (or with
exercise prices, in the case of warrants, options or rights)
below the exercise price of the Warrants. The Warrants shall
not be callable or redeemable. The Warrants shall also include
piggyback registration rights. The Warrants shall be
transferable within MIDTOWN PARTNERS, at the Placement Agent's
discretion.
3) Cause its affiliates to, pay to the Placement Agent all
compensation described in this Section VIII with respect to
all Financing sold to a purchaser or purchasers at any time
prior to the expiration of twelve (12) months after the
expiration of this Agreement (the "Tail Period") if (i) such
purchaser or purchasers were identified to the Company by the
Placement Agent during the Term authorized, (ii) the Placement
Agent advised the Company with respect to such purchaser or
purchasers during the Term authorized or (iii) the Company or
the Placement Agent had discussions with such purchaser or
purchasers during the Term authorized.
(b) The Company and Placement Agent agree to enter into a registration rights
agreement that shall contain standard piggyback registration rights relating to
the common shares underlying the Agent's Warrants.
(c) The Company agrees to pay one percent (2%) of the principal amount of the
Financing purchased by the Placement Agent Investors (the "Non-accountable Fee")
which will be used to pay Placement Agent expenses including fees such as
entertainment expenses, travel, etc. In addition, it is acknowledged and agreed
that the Company shall bear all costs and expenses incident to the issuance,
offer, sale and delivery of the Financing. These costs and expenses will include
but are not limited to state "Blue Sky" fees, legal fees, printing costs, travel
costs, mailing, couriers, personal background checks, and other expenses
incidental to the advancement and completion of the Offering. Full payment of
Placement Agent's expenses shall be made in same day funds at the Closing or, if
the Offering is terminated for any reason, within ten (10) days of receipt by
the Company of a written request from the Placement Agent for reimbursement of
expenses, including documentation therefore satisfactory to the Company. The
maximum amount of Placement Agent's costs including legal costs for the
investors and Placement Agent shall not exceed US $20,000.
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(d) Subject to the other requirements set forth in this Agreement, the Placement
Agent may introduce investors to the Offering directly or through other NASD
member broker-dealers. If the Placement Agent utilizes any intermediaries, the
Placement Agent shall be the Company's point of contact, not the intermediary,
and the Placement Agent, not the Company, shall be responsible for any
compensation arrangement with the intermediary. The Company's sole compensation
arrangement, responsibility and obligation are with the Placement Agent. The
Placement Agent will disclose the identity and compensation arrangements with
all of its intermediaries in order to allow the Company to adequately disclose
such arrangements, where necessary.
SECTION IX
The Company agrees to indemnify the Placement Agent and hold it harmless against
any losses, claims, damages or liabilities incurred by the Placement Agent, in
connection with, or relating in any manner, directly or indirectly, to the
Placement Agent rendering the Services in accordance with the Agreement, unless
it is determined by a court of competent jurisdiction that such losses, claims,
damages or liabilities arose out of the Placement Agent's breach of this
Agreement, sole negligence, gross negligence, willful misconduct, dishonesty,
fraud or violation of any applicable law. Additionally, the Company agrees to
reimburse the Placement Agent promptly for any and all reasonable expenses,
including, without limitation, attorney fees, incurred by the Placement Agent in
connection with investigating, preparing to defend or defending, or otherwise
being involved in, any lawsuits, claims or other proceedings arising out of or
in connection with or relating in any manner, directly or indirectly, to the
rendering of any Services by the Placement Agent in accordance with the
Agreement (as defendant, nonparty, or in any other capacity other than as a
plaintiff, including, without limitation, as a party in an interpleader action);
provided, however, that in the event a determination is made by a court of
competent jurisdiction that the losses, claims, damages or liability arose
primarily out of the Placement Agent's breach of this Agreement, sole
negligence, gross negligence, willful misconduct, dishonesty, fraud or any
violation of any applicable law, the Placement Agent will remit to the Company
any amounts for which it had been reimbursed under this paragraph. The Company
further agrees that the indemnification and reimbursement commitments set forth
in this paragraph shall extend to any controlling person, strategic alliance,
partner, member, shareholder, director, officer, employee, agent or
subcontractor of the Placement Agent and their heirs, legal representatives,
successors and assigns. The provisions set forth in this Section IX shall
survive any termination of this Agreement.
SECTION X
All notices, demands or other communications given hereunder shall be in writing
and shall be deemed to have been duly given when delivered in person or
transmitted by facsimile transmission or the fifth calendar day after being
mailed by registered or certified mail, return receipt requested, postage
prepaid, to the addresses herein above first mentioned or to such other address
as any party hereto shall designate to the other for such purpose manner herein
set forth.
SECTION XI
Governing Law. The subject matter of this Agreement shall be governed by and
construed in accordance with the laws of the State of Florida (without reference
to its choice of law principles), and to the exclusion of the law of any other
forum, without regard to the jurisdiction in which any action or special
proceeding may be instituted. EACH PARTY HERETO AGREES TO SUBMIT TO THE PERSONAL
JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN PALM BEACH
COUNTY, FLORIDA FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION
WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS
AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS
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CONSTITUTE AN INCONVENIENT FORUM. AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT,
EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY ISSUES SO
TRIABLE. If it becomes necessary for any party to institute legal action to
enforce the terms and conditions of this Agreement, the prevailing party may be
awarded reasonable attorneys fees, expenses and costs.
Confidentiality. The Placement Agent may acquire certain non-public information
respecting the business of the Company in connection with the performance of
services hereunder, including information, which is reasonably understood to be
proprietary or confidential in nature (collectively, "Confidential
Information"). The Placement Agent hereby agrees that all Confidential
Information shall be kept strictly confidential by the Placement Agent and its
affiliates, members, partners, shareholders, managers, directors, officers,
employees, advisors, agents, and controlling persons (collectively,
"Representatives"), except that Confidential Information or portions thereof may
be disclosed to Representatives who need to know such information for the
purpose of enabling the Placement Agent to perform services hereunder (it being
understood that prior to such disclosure, such Representative will be informed
by the Placement Agent of the confidential nature of such Confidential
Information and shall agree to be bound by this Agreement). The Placement Agent
shall be responsible for any breach of this provision by any of its
Representatives. For purposes hereof, Confidential Information shall not include
any information which (i) at the time of disclosure or thereafter is or becomes
generally known by the public (other than as a result of its disclosure by the
Placement Agent or its Representatives), (ii) was or becomes available to the
Placement Agent on a non-confidential basis from a person who is not subject to
a confidentiality agreement concerning that information, or (iii) is required by
law to be disclosed by the Placement Agent (provided that if such disclosure is
required by order of a court or administrative agency, the Placement Agent shall
notify the Company as soon as possible so that the Company may seek a protective
order).
Assignments and Binding Effect. This Agreement shall be binding on and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns. The rights and obligations of the parties under this Agreement may not
be assigned or delegated without the prior written consent of both parties, and
any purported assignment without such written consent shall be null and void.
Press Releases. The Company shall control all press releases or announcements to
the public, the media or the industry regarding any Financing hereunder. Except
for communication to Offerees in furtherance of this Agreement and the provision
of the Subscription Documents, the Placement Agent will not disclose the fact
that discussions or negotiations are taking place concerning a possible
transaction involving the Company, or the status or terms and conditions
thereof.
Modification and Waiver. Only an instrument in writing executed by the parties
hereto may amend this Agreement. The failure of any party to insist upon strict
performance of any of the provisions of this Agreement shall not be construed as
a waiver of any subsequent default of the same or similar nature, or any other
nature.
Construction. The captions used in this Agreement are provided for convenience
only and shall not affect the meaning or interpretation of any provision of this
Agreement.
Facsimile Signatures. Facsimile transmission of any signed original document,
and re-transmission of any signed facsimile transmission, shall be the same as
delivery of an original. At the request of either party, the parties shall
confirm facsimile transmitted signatures by signing an original document. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which taken together shall constitute one and the
same agreement.
Severability. If any provision of this Agreement shall be invalid or
unenforceable in any respect for any reason, the validity and enforceability of
any such provision in any other respect, and of the remaining provisions of this
Agreement, shall not be in any way impaired.
Non-Circumvention. During the term of this Agreement and for a period of one
year thereafter, The Company hereby irrevocably agrees not to circumvent, avoid,
bypass, or obviate, directly or indirectly, the intent of this Agreement. The
Company agrees not to accept any business opportunity from any third party to
whom PLACEMENT AGENT introduces to the Company without the consent of PLACEMENT
AGENT, unless for each business opportunity accepted by the Company from a third
party introduced by PLACEMENT AGENT, the Company remits a term sheet and then a
contract which defines a mutually agreeable compensation structure for PLACEMENT
AGENT.
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Survivability. Neither the termination of this Agreement nor the completion of
any services to be provided by the Placement Agent hereunder, shall affect the
provisions of this Agreement that shall remain operative and in full force and
effect.
Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter of this
Agreement and supersedes all prior understandings and agreements, whether
written or oral, among the parties with respect to such subject matter.
If the foregoing correctly sets forth the understanding between the Placement
Agent and the Company, please so indicate in the space provided below for that
purpose. The undersigned parties hereto have caused this Agreement to be duly
executed by their authorized representatives, pursuant to corporate board
approval and intend to be legally bound.
MANARIS CORPORATION MIDTOWN PARTNERS & CO., LLC.
By: /s/ Stephane Solis By: /s/ Bruce Jordan
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Stephane Solis, Chief Executive Officer Bruce Jordan, President
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