FINDER'S FEE AGREEMENTFee Agreement |
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FINDER'S
FEE AGREEMENT
AGREEMENT dated for reference the 21st day of July, 2005.
BY AND BETWEEN:
SE GLOBAL EQUITIES CORP., (to be renamed "Sun New Media Inc"), incorporated under the laws of Minnesota and having its office at PO Box 297, 1142 S. Diamond Bar Blvd., Diamond Bar, CA 91765("SE Global")
AND:
SUN MEDIA INVESTMENT HOLDINGS LTD. incorporated under the laws of The British Virgin Islands, having its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
("Sun Media")
AND:
MR. YU HIYANG, having an address at ___________.
AND:
BECKFORD FINANCE SA. Incorporated under the laws of Republic of Panama,
having its office at 20 Rue Senebier, CH-1211, Geneva 12, Switzerland.
(Mr. Hiyang and Beckford Finance SA.
collectively refer to as the "Finder")
(SE Global, Capital Alliance, Sun Media and
Finder being singularly also referred to as a "Party" and
collectively referred to as the "Parties" as the context so
requires in this Agreement).
WHEREAS:
A. SE Global is a company duly incorporated
under the laws of the State of Minnesota, and is a "reporting issuer"
for the purposes of the Securities Act of 1934 with the Securities and
Exchange Commission and trades on the OTC Bulletin Board;
B. SE Global has agreed to acquire all of the
shares of Sun New Media Group Limited a company wholly owned by Sun Media.
C. Beckford Finance SA is a resident of
British Virgin Islands and Switzerland, and Mr. Hiyang is a resident of the
People's Republic of China and therefore neither is a "US Person" as
that term is defined in Regulation S of the US Securities Act of 1933.
D. In consideration for the assistance of the
Finder in introducing Sun Media and related parties to SE Global which may
result in these Parties entering into and working towards finalizing as asset
acquisition agreement, the Parties agree to pay a finder's fee to the Finder on
closing such a share purchase agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that
in consideration of the mutual covenants and provisions contained in this
Agreement, the parties agree as follows:
1. Acknowledgment of Contribution.
Without the Finder's assistance SE Global, Sun Media and related parties would
not have met or be working towards entering into, finalizing and closing an
acquisition agreement with one another (the "Share Purchase Agreement").
2. Limited Engagement. This Agreement
relates solely to the Finder's services rendered in providing the Sun Media and
SE Global with the introduction to one another. The Finder is not required to
perform any additional services to be entitled to the above compensation.
Specifically, the Finder will not engage in any negotiations whatsoever on
behalf of the parties. Nor will the Finder provide the Buyers or any individual
or entity with information which may be used as a basis for such negotiations.
The Finder will have no responsibility for, nor will the Finder make
recommendations, concerning the terms, conditions or provisions of any
agreement between parties, or the manner or means of consummating the
transaction.
3. Commission or Finder's Fee. SE
Global and Sun Media agree to cause SE Global to issue the Finder compensation
or a finder's fee of 3.333 million shares of common stock of SE Global to Mr.
Yu Hiyang and 1.667 million shares to Beckford Finace SA (together the
"Shares") for this introductory service if and when the Share
Purchase Agreement closes. The Finder's Fee will be due and payable immediately
on the day of closing the Share Purchase Agreement. The Finder in his (its)
discretion will direct how he (it) would like the shares issued as the Finder's
Fee registered.
4. Non-Circumvent & Future Issuance.
SE Global and Sun Media agree to cause SE Global to issue, within two years
from the closing date of the Share Purchase Agreement, additional Finder' fee
shares to New Eager Investments Ltd and Beckford Finance SA to be distributed
on a 50/50 basis, equaling to 10% of all future issuance of new shares
including but not limited to share exchange transactions, asset and/or share
acquisitions between SE Global and Sun Media or Sun Media subsidiaries. SE
Global and Sun Media agree not to circumvent the Finders for other business
transactions within two years from the closing date of the Share Purchase
Agreement.
5. Shares Will Not Be Registered. The Finder acknowledges that the Shares will not be registered under the Securities Act of 1933 or any other applicable securities laws, will be issued in transactions not requiring registration under the Securities Act of 1933 (Regulation S) and, unless so registered, may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act o






