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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
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