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FINDER’S FEE AGREEMENT
THIS AGREEMENT
made as of August 1st, 2007.
BETWEEN:
Star Resorts
Development Inc of 1221
Brickell Av. , 9 th Floor, Suite 900, Miami, FL, 33131.
(the
“Company”)
AND:
Massimiliano
Pozzoni of 9 McGregour
Court, Fanshaw St. , London, United Kingdom
(“Finder”)
A. Finder has
introduced, and is able to further introduce, certain potential
financiers directly or indirectly to the Company;
B. The parties
have agreed to the payment by the Company to Finder of certain fees
respecting the provision of the services if a Financing (as defined
below) can be arranged.
NOW THEREFORE this
Agreement witnesses that in consideration of the premises and
mutual covenants and agreements contained herein, the parties agree
as follows:
| 1.
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In
this agreement the following terms shall have the following
meanings: |
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(a)
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“Finder’s Fee” has the meaning
assigned thereto in Section 3 hereof; |
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(b)
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“Financier” is a person who completes a
Financing with the Company and who must be: |
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CW1178487.1
| (i)
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an
“accredited investor” which is defined as a natural
person who meets the definition of “Accredited
Investor” in Rule 501 of Regulation D of the United States
Securities Act of 1933, as amended; or |
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| (ii) |
a non-“US
Person” or defined in Regulation S of the United States
Securities Act of 1933, as amended; |
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| (c)
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“Financing” means any debtor or equity
investment of a portion or an interest in the Company made or
arranged by or through the efforts of any party introduced directly
or indirectly by Finder; and |
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| (d)
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“Term” has the meaning assigned thereto in
Section 2 hereof. |
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| 2.
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This
Agreement will commence as of the date first above written and will
continue in full force and effect for a period of 12 months
thereafter (the “Term”). |
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| 3.
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Finder agrees to introduce the Company and its
business to potential Financiers who, in Finder’s opinion,
may be interested in providing a Financing to the
Company. |
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| 4.
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The
Company hereby agrees to pay to Finder a finder’s fee (the
“Finder’s Fee”) equal to 3.5% of the gross
proceeds in connection with a Financing consummated by the Company
with any Financier introduced to the Company by Finder. The
Finder’s Fee is payable notwithstanding any other fees or
commissions payable by the Company to other parties who may arrange
such Financing. The Company has the sole discretion whether to
consummate any Financing on terms acceptable to it. The Company
will reimburse Finder’s pre-approved travel and assignment
related expenses. |
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| 5.
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The
Company will pay the Finder’s Fee immediately upon receipt of
proceeds from the closing of a Financing for which a |
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