MERGERS & ACQUISITION ADVISORY AGREEMENT
This Mergers and Acquisition Advisory Agreement (the
“Agreement”) is entered into this 27th day of May, 2005
by and between Stanton, Walker & Company, a New Jersey
corporation (hereinafter referred to as, “Consultant”),
and SoftNet Technology Corp. (OTCBB:STTC) (hereinafter
referred to as, “Client”), a Nevada corporation,
(collectively referred to as the “Parties”) with
reference to the following:
Preliminary Statement
The Client desires to be assured of the association and services of
the Consultant in order to avail itself of the Consultant’s
experience, skills, abilities, knowledge, and background to
facilitate possible business combinations, and to advise the Client
in merger and acquisition matters and is therefore willing to
engage Consultant upon the terms and conditions set forth
herein. Consultant desires to be assured, and Client desires
to assure Consultant, that, if Consultant associates with Client
and allocates its resources necessary to provide Client with its
advisory services, Consultant will be paid the consideration
described herein and said consideration will be nonrefundable,
regardless of the circumstances.
Consultant agrees to be engaged and retained by Client and upon the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
Engagement . Client hereby engages Consultant
on a non-exclusive basis, and Consultant hereby accepts the
engagement to a mergers and acquisition Consultant to Client and to
render such advice, consultation, information, and services to the
Directors and/or Officers of Client regarding general business
combination and mergers and acquisition matters including, but not
limited to the following
1.
Mergers and Acquisitions . Consultant will
provide assistance to Client, as mutually agreed, in identifying
merger and/or acquisition candidates, assisting in any due
diligence process, recommending transaction terms and providing
advice and assistance during negotiations, as needed. It is
expressly understood that Consultant shall have no power to bind
Client to any contract or transaction obligation. Additional
compensation to Consultant for the successful mutual execution of a
Letter of Intent and Closing of any such merger or acquisition
shall be made pursuant to Section 1.a.ii. below:
a. Mergers and Acquisitions .
Consultant agrees to introduce and/or assist Client in acquiring,
merging, and/or divesting on a non-exclusive basis, from time to
time, as Consultant deems appropriate in its sole discretion.
Consultant will introduce and/or assist the Client with one or more
parties who might be interested in (whether by way of merger,
consolidation, asset purchase,
M & A
Advisory Agreement, continued
page 2 of 9
technology license, or substantially similar transaction) either,
(a) acquiring some or all of Client’s assets or, (b) selling
some or all of their own assets to Client and/or, (c) entering into
some form of strategic alliance with Client. In consideration of
Consultant’s services, Client agrees to pay Consultant the
fee set forth in paragraph 1.a.ii.
i.
Performance by Consultant . Consultant shall be deemed to
have earned its entire fee under Section 1.a.ii upon, (i)
Consultant’s introduction of any potential acquirer or seller
of assets or merger candidate or, (ii) upon materially assisting
Client with merger, acquisition and/or divestiture efforts for an
introduced or non-introduced merger, acquisition and/or divestiture
candidate and, (iii) the execution by Client of a Letter of Intent
and/or Definitive Agreement with respect to a merger, acquisition,
and/or divestiture by Client within 12 months from the date of such
introduction or effort. Consultant shall be entitled to receive a
fee (as described in paragraph 1.a.ii., below) for each merger,
acquisition and/or divestiture by the Client. Each such obligation
of Client to pay such fee shall be deemed a separate agreement
hereunder severable from each of the other obligations to pay fees
arising hereunder and each obligation shall be separately
enforceable as if separate written agreements existed for each
introduction and/or effort made by Consultant.
ii. Amount and
Payment of Consultant’s Fee For Merger/Acquisition .
For a signed Letter of Intent or similar document that is mutually
executed between Client and another organization, Client shall
issue to Consultant such number of its common stock to equal two
percent (2.0%) of the contemplated total value of the transaction
outlined in the executed Letter of Intent. The shares of common
stock shall be issued within five (5) business days of the
execution of the Letter of Intent in equal quantities to Richard H.
Walker and Richard P. Stanton, alter egos of Stanton, Walker &
Company. In addition these shares shall be registered with the
Securities and Exchange Commission within five (5) days of the
issuance of such shares.
For a signed Definitive Agreement or similar document that is
mutually executed between Client and another organization, Client
shall issue to Consultant cash and/or stock to equal three percent
(3.0%) of the contemplated total value of the transaction as
outlined in the executed Definitive Agreement. If shares of the
Client’s common stock are to be issued to Consultant, then
such shares shall be issued within five (5) business days of the
execution of the Definitive Agreement in equal quantities to
Richard H. Walker and Richard P. Stanton, alter egos of Stanton,
Walker & Company. In addition these shares shall be registered
with the Securities and Exchange Commission within five (5) days of
the issuance of such
M & A Advisory Agreement,
continued
page 3 of 9
shares. If no Letter of Intent was previously executed, then the
success fee for the mutual execution of a Definitive Agreement
shall be set at five (5.0%) percent.
Note: Such percentage(s) shall be paid to Consultant in the
same ratio of cash and / or stock as the transaction.
“Total value” shall include, but is not limited to
cash, cash equivalents, stock, and the value of any consideration
other than cash paid or received by Client. All shares earned under
this section that have not been registered with the Securities and
Exchange Commission shall be registered by Client within 10 days of
the completion of the transaction. All costs in connection
with the registration shall be borne by Client.
b.
Payment . In addition to the payment of the Engagement
Fee, which is due and payable upon the execution of this Agreement
pursuant to the terms of Section 3 below, each time a fee is due as
specified in any other provision of this Agreement, the fee amount,
as specified therein, shall be payable by Client to Consultant upon
the closing of the transaction. The fee due Consultant shall be in
addition to any fee or funds which may be payable to any other
person or entity as a result of the transaction.
Consultant makes no guarantee that it will be able to successfully
locate a merger or acquisition target and in turn consummate a
merger or acquisition transaction for client, or to successfully
complete such a transaction within client’s desired time
frame. Any comments made regarding potential time frames or
anything that pertains to the outcome of client's needs are
expressions of consultant’s opinion only, and for purposes of
this agreement are specifically disavowed.
2.0
Standard of Performance . Consultant shall devote
such time and efforts to the affairs of the Client as is reasonably
necessary to render the services contemplated by this
Agreement. Any work or task of Consultant provided for herein
which requires Client to provide certain information to assist
Consultant in completion of the work shall be excused (without
effect upon any obligation of
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