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CAPTIMA
Suite 5, 3rd
Floor
Britannia
House
St George's
Street
Douglas, Isle
of Man
1M1
1JD
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Tel: +44
(0) 1624 631125
Fax: +44 (0) 1624 631126
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Mr. Arturo F.
Henriquez
CEO
Maxim Oil &
Gas, Inc.
9400 Grogan's
Mill Road. Suite 205
The Woodlands,
Texas 77380 USA
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Dear Mr.
Henriquez.
Maxim Oil
& Gas, Inc.
This letter
confirms the fee agreement (the "Agreement") made as of April
13 2009 by and between Maxim Oil & Gas, Inc. on behalf of
itself and any "Associated Party" (as de Tied herein) ("MAXIM") and
Captima Limited ("CAPTIMA" and/or the "Finder").
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Engagement
of CAPTIMA : MAXIM and
its Associated Parties hereby jointly and severally engage and
indemnify CAPTIMA, and CAPTIMA hereby accepts such engagement, to
act as MAXIM's non-exclusive finder with respect to a "Transaction"
as defined herein). A - Transaction" shall mean the acquisition of whole
or part of the issued shares or membership interests of MAXIM for
issued share capital of any Associated Party thereof). an
investment into, loan to or financing of MAXIM for any Associated
Party thereof) by an Investor (or any Associated Party thereof)
(including the issuance of any debt, debt obligations, promissory
notes or credit facilities], a joint venture between MAXIM (or any
Associated Party thereof) and any investor (or any Associated Party
thereof) and any other potential business transaction or
opportunity involving MAXIM far any Associated Party thereof) and
an "Investor" for any Associated Party thereof) (as defined
herein). "Investor" shall mean any individual, institution, fund or
corporate entity (or any Associated Party thereof) introduced to
MAXIM by ('APT1MA with which MAXIM is not in discussions in
connection with a potential Transaction prior to such introduction.
CAPTIMA and MAXIM shall keep a written record of all
Investors.
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Services: In order to assist MAXIM in completing a
Transaction, CAPTIMA shall provide the
following services:
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identify and
initiate contacts between MAXIM and one or more Investors for a
Transaction;
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facilitate
discussions between MAXIM and one or more investors by coordinating
and participating in conference calls and/or meetings:
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(iii)
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assist MAXIM in
providing and obtaining information related to an Investor and/or a
Transaction;
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(iv)
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such other
services as the parties may agree.
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CAPTIMA shall
identify Investors to MAXIM and MAXIM shall disclose to CAPTIMA if
it is already in discussions with any such Investors so identified.
CAPTIMA agrees to use its best efforts to assist MAXIM in
completing a Transaction. However, if despite the hest efforts of
CAPTIMA, a Transaction is not completed. CAPTIMA shall have no
liability to MAXIM. Furthermore, CAPTIMA is not responsible for any
errors or any provisions in Investors oomminnent or other documents
that may violate any state , governmental or other law, or
that may be in conflict with this Agreement. Nonperformance by an
Investor of the terms of its commitment is not the responsibility
of CAPTIMA.
( i )Where
CAPTIMA provides any of the Services listed in Section 2 above,
MAXIM shall pay to CAPTIMA, or cause to be paid to CAPTIMA. a
finder's fee for each Transaction. In the ease of secured debt,
mortgage or senior debt such finder's fee shall be equal to one
percent (1%) of the "Transaction Value" (as defined herein), in the
case of equity such finder's fee shall be equal to five percent
(5%) of the Transaction Value and in the case of a bridge or
unsecured debt such finder's fee shall be equal to three percent
(3%) of the Transaction Value (collectively, the "Transaction
Fee"). The Transaction Fee shall be calculated at the date of
completion of the Transaction. In calculating any Transaction Fee,
convertible securities shall be treated as equity. The Transaction
Fee shall be calculated on the gross total Transaction Value before
any deductions, including fees, deposits, transaction expenses,
reserves, insurance or other amounts withheld or paid by the
Investor. If the consideration payable to MAXIM in a Transaction is
to be received in whole or in part in installments, the
installments shall be valued on a discounted
present value basis using a discount rate of eight percent (8%)
annually. To the extent these future payments are not currently
ascertainable or relate to the exercise of option~, warrants
or similar securities, the part of the Transaction
Fee relating to them shall he payable at the earlier of (i) the
receipt of the contingent payments, or (ii) when the amount of the
contingent payments can be determined. For the purposes of the
Agreement, ''Transaction Value" means the gross aggregate value of
all consideration payable in connection with the Transaction
including cash, securities, assumption of debt or other
forms of consideration whether or not all or part of
such consideration is payable on or before completion of the
Transaction or subsequently, In the event securities received as
consideration are publicly traded, Such securities shall be valued,
for purposes of determining the Transaction Value, at the last sale
price on the first business day preceding the date of completion of
such Transaction or if no such price is available at the average of
the bid and ask price for such securities on such date. Where any
part of the Transaction Value is payable subsequent to completion
(including. but not limited to. periodic earn-outs. milestones and
annuity retainers), the corresponding portion of the Transaction
Fee shall be paid when the Transaction Value is
received.
(ii) A Transaction Fee due to CAPTIMA by MAXIM (or
any Associated Party thereof) shall be paid to CAPTIMA upon closing
al the Transaction or receipt of the Transaction Value by MAXIM for
any Associated Party thereof) from the Investor (or any Associated
Party thereof). All monies due to CAPTIMA hereunder shall be
paid to CAPTIIVIA in Sterling, according to wire
instructions provided by CAPTIMA.
(iii) Upon the closing of a Transaction with an
Investor that was introduced to MAXIM by or through CAPTIMA, MAXIM
shall, upon the actual transfer of consideration to MAXIM or an
Associated Party. issue to CAPTIMA. warrants (the
- Financing Warrants") to purchase the number of
shares ra units of ownership in a Security (as defined herein) of
MAXIM determined by dividing:
(A) in
the case of equity consideration [including convertible preferred
shares). live percent t5%1 of
the equity consideration in any single
Transaction; and
(B) in
the ease of convertible debt consideration, four percent (4%) of
the convertible debt
consideration in any single Transaction:
and
(C) in
the case of secured or senior debt consideration, two percent (NJ
of the aggregate debt
consideration in any single
Transaction
by. in each case, the Financing Warrant Exercise
Price (as defined herein).
Financing Warrants shall be exercisa
