EX-10.5
FINDER'S FEE AGREEMENT
FINDER'S FEE AGREEMENT
This Agreement (the "Agreement") is entered into on the 3rd day of
July, 2006 by and between;
Pangea Investments GmbH, A company under the law of Switzerland
having its principal place of business at 160a Churerrsreasse
▇▇▇▇▇▇▇▇▇ /▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (hereafter the "Finder")
and;
Andain Inc, A company under the law of the stare of Nevada having
its principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇. (hereafter the "Company").
1. ENGAGEMENT OF FlNDER BY THE COMPANY
The Company hereby engages the Finder's services (herein the
"Services"), for the purpose of introducing the Company to potential
non United States investors in the equity of the Company, the names
of which are specified in the list attached hereto as Appendix A, as
may be updated from time to time (herein the "Designated Entities").
In addition to the Designated Entities listed in Appendix A, the
Finder may submit to the Company for its approval, a list of
additional entities that, according to the best judgment of the
Finder, are suitable candidates to invest in the Company. If the
Company so decides, at its sole and absolute discretion, that any or
all of the entities included in the list thus submitted are suitable
candidates, the Company shall serve a notice to that effect to the
Finder, and such entities will be included in Appendix A and deemed
as Designated Entities.
2. DESTRIBUTED SHARES
The Company hereby authorizes the Finder to conduct initial
negotiation on the Company behalf for the distribution of the Company
shares at the value of One ($1.00) U.S dollar per share and up to
aggregated amount of 10 million shares of the Company's common stock
Share capital to be issued for such an investment (herein the
"Distributed Shares") at a Company's pre-money value of Ten (10)
Million US Dollars (herein the "Agreed Company's Value").
According to the said authorization, the Finder is entitled to
negotiate the sell of any number of the Distributed Shares at a
Company value that is higher than the Agreed Company Value.
3. FEE
In the event that during the Term of this Agreement any of the
Designated Entities enters into an equity investment transaction with
the Company for the investment of not less than Five Hundred Thousand
United States Dollars ($500,000) in the aggregate, the Finder shall
be entitled to receive from the Company in consideration for the
Services rendered by it either of the following compensations:
(i) in the event that the said equity investment transaction is
entered into at the Agreed Company's Value, the Finder will
receive from the Company a fee equal to Thirteen percent (13%)
of the gross dollar amount received by the Company (herein the
"Fee"), to be paid by the Company to the Finder within 30 days
of receipt of any amount of investment, or
(ii) in the event that the said equity investment transaction
is entered into at a Company's value that is higher than the
Agreed Company's Value, the Finder will receive from the
Company, in lieu of the Fee mentioned above, such number of
shares which is the difference between the number of shares
that would have been issued to the investors if the said equity
investment transaction would have been entered into on the
basis of the Agreed Company's Value and the number of shares
actually issued by the Company pursuant to the said equity
investment transaction.
The Company will grant the Finder an option to convert his due
Finder, under into the Company shares of Common Stock ("Option").
Such an Option will be grunted to the Finder by the Company for
consecutive 36 months of such Finders Fee payment. The Finder will
exercise his option to purchase the Company Common Stock shares at
the same share price paid by such an investor to the Company
entitling the Finder to his fee.
4. FINDER'S OBLIGATIONS
The Finder will negotiate for the company with the Designated
Entities approved by the company. In providing the Services, the
Finder shall use its best efforts for the purpose of introducing the
Company to the Designated Entities and executing an equity investment
in the Company.
The Finder hereby undertakes not to make any promises or
representations or give any warranties or guarantees on behalf of the
Company. Any information regarding the Company that may be provided
by the Finder to any of the Designated Entities is subject to prior
written confirmation of the Company, and signing by such Designated
Entity on a Non-Disclosure Agreement in a form acceptable to the
Company. The Finder further undertakes to indemnify the Company
against any loss arising out of the making of any promises or
representations or the giving of any warranties or guarantees not
authorised by the provisions of this sub-section. Finally, the
Finder agrees that it shall seek only non United States investors for
investment into the Company under Regulation S (promulagted by the
U.S. Securities and Exchange Commission under the Securities Act of
1933, as amended.
The Finder shall provide the above Services at the Company's
discretion, provided that the Company's election not to receive any
or all of the Services shall not limit the Finder's right to receive
the Fee, as provided above.
5. RIGHT OF COMPANY TO REFUSE
The Company may, at its sole and absolute discretion, refuse or
reject any proposed investment with any or all of the Designated
Entities, and the Company shall not be obligated to pay the Fee if
the Company elects to refuse or reject any such investment.
6. NOTICES
All notices shall be given by one party to the other, shall be in
writing, and shall be presumed given or made to the other party if
served either personally or if deposited in certified or registered
mail or sent by fax. If such notice is served personally, service
shall be conclusively deemed made at the time of such personal
service, if served by mail it shall be deemed served after 72 hours
from mail deposit. All notices shall be given to the addresses set
forth above. Any party hereto may change its address for the purpose
of receiving notices or other communications by a written notice
given in the manner of aforesaid to the other party hereto.
7. ASSIGNMENT
This Agreement shall not be assigned by Finder without the prior
written consent of the Company.
8. GOVERNING LAW
This Agreement shall be governed by and construed under the laws of
the State of Nevada, without regard to any conflicts of law provisions,
9. TERM AND TERMINATION
This Agreement shall be in force for a period of one (1) month and
shall be extended only by a written agreement executed by the parties.
10. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties
hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto are
expressly cancelled. This Agreement replaces any and all prior
agreements between the Company and the Finder.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year herein above written.
ANDAIN INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, President
PANGEA INVESTMENTS GMBH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President