FINDERS FEE AGREEMENTAsset Purchase Agreement |
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Crivello Group, LLC | Titan Global Holdings, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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FINDERS
FEE AGREEMENT
THIS
FINDERS FEE AGREEMENT
(this
“Agreement”), entered into this 27th day of July, 2007, sets forth the
arrangement between Crivello Group, LLC, a Florida limited liability company
(“Finder”), and Titan Global Holdings, Inc., a Utah corporation (“Company”),
with respect to consideration to which Finder may become entitled under the
terms and conditions set forth in this Agreement.
1. Purpose. Finder
has procured and presented an opportunity to the Company with respect to the
potential purchase by the Company of Appalachian Oil Company, Inc. and related
real estate assets (“Appco”). The Company had no contact with Appco or
understanding of its availability for purchase until such time as it was
introduced to the Company by the Finder.
2. Finder’s
Consideration.
If,
during the term of this Agreement the Company or any affiliate or assignee
of
the Company shall complete the purchase of Appco, Finder will be given
consideration as follows concurrently with the closing of the Appco
purchase:
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(a)
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Finder
shall be paid a cash fee equal to
$750,000.
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(b)
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Finder
shall be issued a warrant in the form attached hereto as Exhibit
2 to
purchase 10,000,000 shares of the Company’s common stock, at an exercise
price of $1.30 per share (or on a cashless basis), exercisable for
a
period of ten years.
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3. Consummation
Required.
In
no
event will Company have any liability for consideration to Finder pursuant
to
this Agreement, unless the Appco acquisition shall close.
4. Independent
Contractor Relationship.
This
Agreement is intended to create an independent contractor relationship between
Finder and Company, which is described in Section 3508 of the Internal Revenue
Service Code, and shall be interpreted to effectuate such intent between the
parties.
Company
will not withhold any taxes from any consideration paid to Finder according
to
this Agreement. It is acknowledged and agreed by the parties that Company has
not, is not, and shall not be obligated to make, and that it is the sole
responsibility of Finder to make, in connection with consideration paid to
Finder according to this Agreement, all periodic filings and payments required
to be made in connection with any withholding taxes, FICA taxes, Federal
unemployment taxes, and any other federal, state or local taxes, payments or
filings required to be paid, made or maintained.
5. Confidential
Information. Finder
acknowledges that, pursuant to this Agreement, it may be given access to or
may
become acquainted with certain information, trade secrets or both, of Company,
including but not limited to, confidential information and trade secrets
regarding Appco or the Company and related materials, all relating to or useful
to Company (collectively, the “Confidential Information") and the exclusive
property of Company.
6. Nondisclosure
of Confidential Information.
During
the term of this Agreement and for a period of one year thereafter, Finder
shall
only disclose the Confidential Information in connection with its performance
pursuant to this Agreement, subject to the terms and conditions of this
Agreement, and otherwise, Finder shall not in any manner, either directly or
indirectly, divulge, disclose or communicate to any person or entity, any of
the
Confidential Information. Finder expressly agrees that the Confidential
Information affects the successful and effective conduct of Company’s business
and its good will, and that any breach of the terms of this Section by Finder
is
a breach of this Agreement.
7. Exceptions
to Nondisclosure.
Notwithstanding anything to the contrary contained in this Agreement, Finder
shall not be prohibited from disclosing to third parties, or using without
the
prior written consent of Company, information that (a) was, on the date of
this
Agreement, generally known to the public, (b) is as of the date of this
Agreement known to Finder, as evidenced by written records in the possession
of
Finder, (c) is subsequently disclosed to Finder by a third party who is in
lawful possession of such information and is not under an obligation of
confidence, (d) is disclosed by Company to third parties generall
