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FINDERS FEE
AGREEMENT
THIS AGREEMENT
dated for reference as of the 13
th day of June, 2008.
BETWEEN:
OUTBACK ENERGY
CORP. , a company duly
incorporated pursuant to the laws of the State of Nevada having an
office at Suite 225 Marine Drive, Suite 210, Blaine, Washington,
USA, 98230
(the “Company")
AND:
COAST ADVISORS LLC
, a company duly incorporated
pursuant to the laws of Nevada having an office at Suite 2410
– 650 West Georgia Street, PO Box 11524, Vancouver, British
Columbia, Canada, V6B 4N5
(the
“Finder”)
WHEREAS:
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(1)
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The Company is engaging in a
private placement of its equity securities, namely units (the
“Units”) comprised of one common share and one share
purchase warrant at a price of US $0.10 per unit with each warrant
being exercisable for a period of two year(s) at an exercise price
of US$0.15 per warrant;
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(2)
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The Company is seeking persons to
purchase Units from it and the Finder has represented to Company
that it is acquainted with accredited investors (as defined below)
to whom it can introduce the Company; and
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(3)
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The Company wishes to compensate
the Finder for its efforts in introducing to the Company Accredited
Investors who purchase Units.
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NOW THEREFORE THIS AGREEMENT
WITNESSES that in
consideration of the premises and mutual covenants and agreements
herein contained the parties hereto agree as follows:
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1.
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For the purposes of this
Agreement, the term “Accredited Investor” is defined as
a natural person who meets the definition of Accredited Investor in
Rule 501 of Regulation D of the United States Securities and
Exchange Commission.
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2.
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In consideration for introducing
to the Company Accredited Investors who subscribe for Units in the
Company’s capital stock, the Company will compensate the
Finder with a cash finder’s fee payment of five percent (5%)
of the aggregate cash proceeds of the sale of Units to Accredited
Investors to whom the Finder has introduced the Company (the
“Finder’s Fee”); and
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3.
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This Agreement, and the payment
by the Company of the Finder’s Fee, will be subject to
approval by any such securities regulatory authority which may have
jurisdiction over this transaction.
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4.
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The Company shall pay, upon
closing of its offering of Units to Accredited Investors introduced
to it by the Finder, the Finder’s Fee.
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5.
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The Company represents and
warrants to the Finder that:
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(a)
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it is a valid and subsisting
corporation duly incorporated and in good standing under the laws
of its jurisdiction of incorporation;
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(b)
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it shares are listed on the OTC
Bulletin Board (the “Exchange”) and it is in good
standing under the rules and policies of the Exchange and is not in
breach of any of the requirements of its listing agreement with the
Exchange;
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(c)
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the issue and sale of the Units
by the Company does not and will not conflict with, and does not
and will not result in a breach of, any of the terms of its
incorporating documents or any agreement or instrument to which the
Company is a party;
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(d)
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this Agreement has been or will
be by the closing of the issuance of the Units, duly authorized by
all necessary corporate action on the part of the
Company;
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(e)
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it will comply with all
applicable rules and regulations of the US Securities and Exchange
Commission including, without limiting the generality of the
foregoing, Rule 505 and Rule 506 of Regulation D and the
requirement to file a Form D thereunder;
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(f)
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the Company is a “reporting
issuer” under the British Columbia Securities Act and under
the US Se
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