PLACEMENT AGENCY AGREEMENT
THIS AGENCY AGREEMENT (the “Agreement”),
entered into this 3rd day of July 2007, sets forth the arrangement
between Basic Investors Inc., (the “AGENT”) a New York
corporation, with its principal place of business at 510
Broadhollow Rd., Suite 306, Melville, NY 11747 and Arkanova Energy
Corporation with its principal place of business located at 21
Waterway Avenue, Suite 300, The Woodlands, Texas hereinafter
referred to as (the “Company”), with respect to
compensation to which the AGENT may become entitled under the terms
and conditions set forth in this Agreement.
1.
Purpose .
The AGENT will undertake to contact and present
information regarding the Company to persons or entities (each,
along with its clients and investor or affiliate network, a
“Funding Source”), where the Funding Source may
provide, each in its own discretion, funding and/or financing to
the Company or who may purchase securities (either Company
securities or securities of other companies owned by Company) from
the Company (the “Offering”).
2.
Non-Circumvention . Neither the Company nor any
representative of the Company shall contact a Funding Source
without the prior written approval of the AGENT for the duration of
this Agreement and for an 18 month period following the termination
of this Agreement. Furthermore, the Company hereby irrevocably
agrees not to circumvent, avoid, bypass, or obviate, directly or
indirectly, the intent of this Agreement, or to avoid payment of
fees in any transaction with any Funding Source in the
future.
3.
AGENT’s Compensation . The Company hereby offers to pay the AGENT in cash, an amount
equal to 8% of any proceeds provided to the Company by any Funding
Source referred by the AGENT, upon receipt of funds. For example:
if $100,000 USD is referred to the Company by the AGENT, then the
compensation will be $8,000 USD. In addition, the AGENT will be
issued a total of 10% warrant coverage, each warrant of which will
be exercisable at the closing price of the Company’s common
stock on the closing date of the Offering for a period of two years
from the date of issuance. For example: for every $80,000 USD that
is raised by any referrals of the AGENT, the AGENT will receive
10,000 warrants to purchase Arkanova Energy Corporation’s
common stock at $1.00 USD. The warrants will be granted piggy-back
registration (subject to a twelve month hold period) and, in the
event that the common stock underlying the warrants is not
registered at the time of exercise, the warrants may be exercised
on a cashless basis.
(a)
Form of Compensation .
The AGENT’s compensation shall be paid to the AGENT,
according to the AGENT’s preference, either in the form of a
certified or cashier’s check, or wire transfer of immediately
available funds.
(b)
Guarantee of Payment . It is understood and agreed that the
individual signing this Agreement on behalf of the Company has the
authority to direct Company’s compliance or non-compliance
with this Agreement.
4.
Registered Broker – Dealer.
Agent warrants and represents to the Company that it
is registered as a broker – dealer pursuant to the Securities
Exchange Act of 1934, as amended, and in accordance with the
securities laws of all states or other jurisdictions within which
it carries out, and intends to carry out, the services as described
in Section 1.
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Initials of Company
CW1319777.2
5.
Consummation Required . In no event will the Company have any
liability for compensation to the AGENT pursuant to this Agreement,
unless a funding and/or financing transaction with any Funding
Source is actually consummated.
The Company shall have the right to select or reject
any offer of funding and/or financing from a Funding Source, for
any reason, or for no reason.
6.
Agreement Not Exclusive . Nothing in this Agreement shall be
deemed to prevent Company from authorizing other parties to locate
sources of funding and/or financing for it, and the Company may
negotiate for and carry out fundings and/or financings
independently of any Funding Sources contacted by the AGENT, either
with or without the assistance of other intermediaries. Nothing in
this Agreement shall be deemed to prevent the AGENT from seeking
funding and/or financing on behalf of other parties.
7.
Independent Contractor Relationship
. This Agreement is intended to create an
independent contractor relationship between the AGENT and the
Company, which is described in Section 3508 of the Internal Revenue
Service Code, and shall be interpreted to effectuate such intent
between the parties.
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(a)
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No Taxes Withheld from Compensation
. The Company will not withhold any taxes from any
compensation paid to the AGENT according to this Agreement. It is
acknowledged and agreed by the parties that Company has not, is
not, and shall not be obligated to make, and that it is the sole
responsibility of the AGENT to make, in connection with
compensation paid to the AGENT according to this Agreement, all
periodic filings and payments required to be made in connection
with any withholding taxes, FICA taxes, Federal unemployment taxes,
and any other federal, state or local taxes, payments or filings
required to be paid, made or maintained.
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