Exhibit 4.7
Structuring
Agreement with Lionheart
THIS
AGREEMENT is made
this 26 th day of October, 2006 by and between Lionheart
Associates, LLC doing business as Fairhills Capital, a Delaware
Corporation, (hereinafter referred to as "Lionheart") and
Camelot Entertainment Group, Inc. (CMEG.OB)
(hereinafter referred to as "Company").
Recitals
Whereas , Company is seeking financing and strategic
relationships for financing and desires that Lionheart provide such
services to Company with respect to the same; and
Whereas , Company and Lionheart desire to enter into an
agreement for such services on the terms and conditions described
herein.
NOW
THEREFORE , for
valuable consideration, receipt of which is hereby acknowledged,
Company and Lionheart agree as follows:
ARTICLE
I
Definitions
Article 1.1. “Strategic Relationships” shall mean
those persons and entities that provide financing.
Article
1.2 “Tagged Party” means those parties
with no previous relationship with Company, introduced directly by
Lionheart to Company and to whom a term sheet pertaining to
financing is presented are, including Strategic Relationships,
identified on Exhibit “1” hereto, as may be amended
from time to time with the express written approval of CMEG, which
said approval shall not be unreasonably withheld, by Lionheart via
amendment to Exhibit 1 which may occur providing notice from
Lionheart to Company of a Tagged Party.
Article
1.3 “Transaction Value” shall mean the
greater of either (a) the value of the transaction as agreed by and
between Company and the Tagged Party, or (b) the value of the total
consideration given in respect of the said transaction, financing,
including equity, debt or other financing, or other business
combination, including, but not limited to, the issuance of
securities at issue value, any assumption of liabilities, cash,
equipment, services, strategic alliance agreements, and shall be
calculated separately and additively for each such
transaction.
Article
1.4 "Fee" is the amount paid to Lionheart as set
forth in Article III herein.
ARTICLE
II
Services of
Lionheart
Article
2.1. Services by Lionheart. Company hereby retains
Lionheart. The function of the relationship will be to (a)
Structure a financing for the company with a Strategic Party in the
amount of up to Three ($3,000,000) Million US Dollars. (b)
Identifying, screening and qualifying Strategic Relationships, (b)
arranging introductions and attending meetings between Strategic
Relationships and Company, (c) facilitating the terms of the
Strategic Relationship transactions as engaged by Company, and (d)
in the assembly of information, which may be required for
presentation to the prospective Strategic Relationships, (e) assist
in any other way to complete the transaction and ensure transfer of
funds to the company.
Article
2.2 Exclusivity. Although the relationship between
the parties is non-exclusive , once a
Strategic Relationship becomes a Tagged Party, the relationship of
the Tagged Party and Lionheart shall be exclusive to Company.
Company, nor its executives, officers, representatives shall not
contact or solicit said Tagged party without the prior written
approval of Lionheart, which approval shall not be unreasonably
withheld. After receiving prior approval from Lionheart, Company
may enter into agreements with Tagged Parties introduced by
Lionheart. In the event the Company enters into a binding agreement
with a Tagged Party, Lionheart shall be entitled to a Fee as set
forth in Article III herein. Lionheart will manage its
relationships with its Tagged Parties.
Article
2.3 No circumvention. Company, and its
subsidiaries, affiliates, officers, employees, agents and/or
representatives shall not circumvent, solicit or contact any
persons or entities introduced by Lionheart to Company, with whom
Company had no prior direct relationship prior to said introduction
by Lionheart, without prior written consent of
Lionheart.
ARTICLE
III
Structuring Fees Payable to
Lionheart
Article 3.1 Fees. In consideration
for the structuring services rendered by Lionheart, Company agrees
to pay Lionheart the following Fee resulting from the close of any
transaction involving a Tagged Party:
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A.
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Structuring fee
of up to Three Hundred and Sixty Thousand ($360,000) US Dollars
paid on a pro rata basis to the amount of the actual gross total
financing as determined by the executed term sheet. The Fee shall
be paid in total to Lionheart in the form of cash upon the day of
the close of the transaction from the escrow/trust account of the
company counsel.
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B.
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Warrants in the
Company up to Two Hundred Thousand ($200,000) US Dollars issued on
a pro rata basis to the amount of the actual gross total financing
as determined by the executed term sheet. The Fee shall be paid to
Lionheart the day of the close of the transaction and shall be on
the same terms as the investor’s warrants and shall include
registration rights.
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ARTICLE IV
Term and Termination
Article 4.1 Term. This Agreement is for a minimum period of
180 days commencing on the date this Agreement is executed by the
Company (“Initial Period”) and thereafter, this
Agreement shall continue month-to-month in accordance with the
terms set forth herein until terminated. After expiration of the
Initial Period, this Agreement may be terminated at any time by
either party with or without cause upon thirty (30) days’
notice of
