ENGAGEMENT AGREEMENTEngagement Agreement |
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XENONICS HOLDINGS, INC. | Granite Financial Group, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Engagement Agreement by:
EXHIBIT 10.5
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CONFIDENTIAL |
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January 25, 2007 |
Mr. Alan P. Magerman
Chairman
Xenonics Holdings Inc.
2236 Rutherford Road Suite 123
Dear Mr. Magerman:
The purpose of this letter is
to confirm the engagement of Granite Financial Group, Inc. (“Granite”)
to act as a non exclusive placement agent for Xenonics Holdings Inc..,
(together with its affiliates and subsidiaries, the “Company”) in
connection with a potential Transaction. For purposes hereof, a
“Transaction” means private placement.
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1. |
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As compensation
for Granite’s services hereunder, the Company hereby agrees to pay
Granite the following fee: |
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a. |
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Cash
Transaction Fee equal to 10% of gross proceeds invested by parties introduced
by Granite payable immediately upon consummation of a Transaction. Granite
would take the 10% Fee and invest the Fee in the deal under the same terms as
the Investor. |
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2. |
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The term of
Granite’s engagement as placement agent to the Company shall commence
on the date hereof and continue until 1 month after the date hereof,
unless extended by mutual written consent or earlier terminated by either
party upon 30 days’ prior written notice; provided, however,
that no such termination shall affect the indemnification, contribution and
confidentiality to obligations of the Company, the right of Granite to
receive any fees payable hereunder or fees that have accrued prior to such
termination. |
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3. |
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The Company
hereby agrees that, whether or not this agreement is terminated and/or
whether or not the Transaction is consummated, prior to November 20,
2007 the Company will not enter into any agreement, transaction, or
arrangement, with parties introduced by Granite, (including their agents,
principals and affiliates, the accounts and funds which they manage or advise)
unless such agreement, transaction or arrangement is effected through or with
the prior written consent of Granite. The Company agrees that in the event
the Company violates this Non-Circumvention clause Granite shall be entitled
to, in addition to any other available remedies, injunctive relief to prevent
such agreement, transaction, or arrangement and, in the case of such an
actual closing of an agreement, transaction, or arrangement, Granite shall be
entitled to, in additional to any other available remedies, compensation
equal to that outlined in sections 1.a for any funds
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