[OPCO
Letterhead]
Octavian
International Ltd.
Bury House, 1-3
Bury Street
Attention:
Harmen Brenninkmeijer, CEO
This letter agreement (“ Agreement
”) confirms the terms and conditions upon which Oppenheimer
& Co. Inc. (“ Oppenheimer ”) has introduced
potential investors (“ Investors ”) to Octavian
International Ltd. (the “ Company ”) in
connection with a potential private placement of securities of the
Company (the “ Transaction ”). The parties
hereto expressly acknowledge that pursuant to this letter agreement
Oppenheimer will not provide any other services except for
introducing Investors to the Company.
In making such introductions, Oppenheimer will
not be acting as your agent but as a finder in connection with the
Transaction. You hereby acknowledge, consent to, and agree that
Oppenheimer is acting solely as finder with respect to this
Agreement and the transactions contemplated hereby, and none of
Oppenheimer or any of its affiliates or its or their respective
officers, directors, employees, representatives or agents
(collectively, the “ Representatives ”) shall
have any obligation or liability to the Company whatsoever in
connection herewith or with respect to the Transaction. You shall
keep the terms and provisions of this Agreement strictly
confidential, and you will not disclose the identity of Oppenheimer
or its Representatives without the prior written consent of
Oppenheimer; provided that Oppenheimer consents (i) to the
disclosure of the terms of this Agreement on a confidential basis
to the Investors and (ii) the disclosure of this Agreement in the
Current Report on Form 8-K filed with the Securities and Exchange
Commission following the Transaction (“ Super 8-K
”) and the inclusion of this Agreement as an Exhibit to the
Super 8-K; provided, that Oppenheimer shall have the opportunity to
comment on any such disclosure and the Company shall use
commercially reasonable efforts to address such comments. The
foregoing obligation of confidentiality shall cease with respect to
any portion of confidential information that has become public
other than as a result of the breach of this Agreement by the
Company. Notwithstanding the foregoing and except as otherwise
provided in (i) and (ii) above, the Company shall not publicly
disclose the name of Oppenheimer, or include the name of
Oppenheimer in any filing with the Securities and Exchange
Commission or any regulatory agency or trading market or exchange,
without the prior written consent of Oppenheimer, except: (a) as
required by federal securities laws, rules, regulation or judicial
process or as otherwise permitted by Oppenheimer and (b) to the
extent such disclosure is required by trading market or exchange
rules or regulations, in which case the Company shall provide
Oppenheimer with prior notice of such disclosure and the Company
shall use commercially reasonable effort to address any comments of
Oppenheimer.
In consideration of the foregoing, the Company
agrees to pay Oppenheimer a finder's fee of: (1) (i) 8% of the
gross proceeds raised from the Investors introduced by Oppenheimer
in connection with the Transaction other than Dynamic Decisions
Capital Management Ltd. (Dynamic); plus (ii) 4%of the gross
proceeds raised from Dynamic, minus (2) $100,000.00 (the
“Fee”). The Fee shall be payable upon the closing of
the Transaction from an escrow account to be established by the
Investors and the Company.
In addition, Oppenheimer shall have the right to
purchase at the closing of the Transaction, for $.01 each, warrants
to purchase eight percent (8%) of the securities represented by the
securities sold and placed with Investors other than Dynamic and
four percent (4%) of the securities represented by the securities
sold and placed with Dynamic. The warrants will be exercisable
after one year, will have a cashless exercise option and will
otherwise have the same terms as any warrants issued to the
Investors in connection with this Transaction.
Anything herein to the contrary notwithstanding,
you agree not to circumvent or attempt to circumvent this Agreement
in an attempt to deprive Oppenheimer of any Fees or other
remuneration.
You agree to the indemnification and
reimbursement provisions set forth in Annex A hereto, which is
incorporated herein by reference and made a part hereof as if fully
set forth below. Such indemnification obligations shall survive
execution, delivery and performance of this Agreement.
The parties hereto agree that, prior to the
Company accepting any investment by an Investor identified by
Oppenheimer, each will use their commercially reasonable efforts to
have such Investor sign the letter attached as Annex B (or a letter
otherwise suitable to Oppenheimer) informing such Investor that
Oppenheimer is merely acting as a finder in connection with the
Transaction. Executed copies of each such letter obtained by the
Company shall be provided to Oppenheimer promptly following their
execution.
This Agreement and all rights and obligations
hereunder shall be binding upon and inure to the benefit of each
party's successors, but may not be assigned without the prior
written consent of the other party hereto which shall not be
unreasonably withheld. This Agreement constitutes the entire
understanding of the Parties with respect to the subject matter
hereof.
This letter agreement will be governed by and
construed in accordance with the laws of the State of New York
applicable to agreements made and to be fully performed therein.
The Company irrevocably submits to the jurisdiction of any court of
the State of New York located in the City and County of New York or
in
