EXHIBIT 10.5
NON CIRCUMVENTION, NON DISCLOSURE & FINDER'S FEE AGREEMENT
* * *
This Agreement is securing a finder's and success fee compensation for
facilitating services in Mergers & Acquisitions.
Parties
- Trinity Companies, Inc., a publicly-held United States company having its
address at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ - ▇▇▇
hereinafter referred to as Trinity, represented by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Chairman and CEO.
Trinity seeks to acquire technology-enabled training companies and in
particular wishes to evaluate the acquisition of Explio N.V. having its
address at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ a Belgian company
specializing in language training and education,
- Acquimmo - Salenko M&A, (Salenko) a Belgian company having its address at
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ with trade registration HR
Gent 162.246 hereinafter referred to as the Facilitator represented by
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, both directors.
Parties hereto agree as follows :
They will maintain complete confidentiality regarding this M&A transaction and
will disclose information only to named parties pursuant to the express written
permission of the party who made the information available.
They will not in any way whatsoever, circumvent or attempt to circumvent each
other, or any of the parties involved in any of the transaction Parties are
desirous of entering into.
They will not disclose the names and addresses, telephone and telefax numbers of
any of the contacts revealed by either party to third parties and recognize such
contacts as the exclusive property of the respective parties and will not enter
into direct negotiation or transactions with such contacts revealed by the other
party.
MANDATE
This is by no means a contractual mandate of Trinity to Facilitator to
pro-actively seek for an acquisition target. Specifically, this is an agreement
to secure information disclosure, to secure a success-& finders fee and to
secure our position from being bypassed in an ad-hoc and opportunistic
identification process of an appropriate acquisition target.
As a result, our facilitation services are limited to :
(i) identification of an acquisition target;
(ii) effectively communicating and exchanging preliminary information;
(iii) facilitate meetings and introduce Trinity to the acquisition target;
SUCCESS- AND FINDER'S FEE
Upon result expressed as a deal-closing agreement between Trinity and the
acquisition target, Trinity will pay Facilitator a success- and finder's fee
compensation as a percentage on the total amount or value of the transaction.
Success and finder's Fee : A percentage (%) on the total amount/value of the
transaction, upon successful deal-closing i.e. a M&A agreement. Fees are
excluding VAT, including all related expenses:
- on the amount up to 1,000,000,- Euro 7%
- on the amount between l million Euro and 2 million Euro 5%
- on the amount between 2 million Euro and 3 million Euro 4%
- on the amount between 3 million Euro and 4 million Euro 3%
- on the amount between 4 million Euro and 5 million Euro 2,5%
- on the amount above 5 million Euro 2%
AGREEMENT
Signature on this agreement received by way of fax transmission shall be deemed
to be an executed contract agreement enforceable and admissible for all purposes
as may be necessary under the terms of the agreement.
All signatories hereto warrant that they have full and complete authority to
execute this document for and in the name of the party for which they have given
their signature.
ACCEPTED AND AGREED WITHOUT CHANGE by the undersigned legal representatives of
the engaging Parties :
Trinity Companies,
Duly represented by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman and Chief Executive Officer.
Date: 12-17-02 Signature /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------
Acquimmo - Salenko M&A,
Duly represented by ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, both directors,
Date: 12-17-02 Signature /s/ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
--------------------------
Signature /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------