{"id":42305,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/financial-advisory-and-non-exclusive-investment-banking-services.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"financial-advisory-and-non-exclusive-investment-banking-services","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/financial-advisory-and-non-exclusive-investment-banking-services.html","title":{"rendered":"Financial Advisory and Non-Exclusive Investment Banking Services Letter &#8211; Canaccord International Ltd. and China Broadband Corp."},"content":{"rendered":"<pre>                          CANACCORD INTERNATIONAL LTD.\n                           VALE VERDE, NO. 1 LANCASTER\n                              ST. THOMAS, BARBADOS\n\nJuly 25, 2000\n\nMr. Matthew Heysel\nChairman and CEO\nChina Broadband Corp.\n2080, 440 - 2nd Avenue S.W.\nCalgary, AB\nT2P 5E9\n\nDear Mr. Heysel:\n\nRE:  FINANCIAL ADVISORY AND NON-EXCLUSIVE INVESTMENT BANKING SERVICES\n--------------------------------------------------------------------- \n\nThis letter  outlines our proposal by which  Canaccord  International  Ltd. (the\n\"Agent\")  will  work with the  principal  shareholders  (\"Principals\")  of China\nBroadband  Corp.  (\"the  Company\") to develop a framework and financing plan for\nthe Company to achieve its corporate development goals.\n\nThe Company agrees to appoint the Agent as sole and exclusive  agent outside the\nUnited  States and Asia to advise the  Company  subject to the  following  basic\nterms and conditions expressed herein.\n\nThe Agent will:\n\na)   work with the  Principals  and the Company to  determine  the best route to\n     raise the funds to allow management to develop the Company's business plan;\n\nb)   advise the  Principals  and the  Company  with  respect  to such  corporate\n     transactions as:\n     i) negotiations  with respect to the  Company's  current  partner  Softnet,\n        including renegotiating original partnership agreement, and\n     ii)negotiations  with  potential   strategic  partners  for  either  vendor\n        financing, equity financing and technical support, etc.\n\nc)   advise the Company on potential  merger and  acquisition  opportunities  or\n     other changes to the corporate structure.\n\nI.   CORPORATE FEES\n\nThe  corporate  fees  compensate  the Agent for its merchant  banking,  advisory\nservices,   involvement  with  management's  ownership  and  growth  plans,  due\ndiligence, evaluation and fiscal agency costs as follows:\n\n\n\n\n\nChina Broadband Corp.                                                     Page 2\nJuly 25, 2000\n--------------------------------------------------------------------------------\n\n\na)   a commencement  fee for the Agent's fiscal  advisory work of US$200,000 due\n     within 15 days of the execution of this letter agreement;\n\nb)   the Agent will work with the Company to advance its business objectives and\n     provide financial advisory and investment banking services as are customary\n     with raising  capital.  As  compensation  for the Agent's  fiscal  advisory\n     services,   the   Company   will  pay  the   Agent  12   monthly   advances\n     (non-refundable) of US$5,000 for the work undertaken.\n\nc)   a success fee,  payable at the conclusion of any  transaction  contemplated\n     herein where the Agent was involved. The fee will be payable as 2% cash fee\n     of the value of the transaction, plus Agent's warrants of 3% exercisable at\n     the per share  equivalent  of the  value of the  transaction.  The  Agent's\n     warrants will be exercisable for two years from date of issue.\n\nII.  GENERAL UNDERTAKINGS\n\n1.   The  Company  and the Agent  will enter into  written  agreements  prepared\n     according to the Agent's  standard form  concerning any transaction and any\n     potential equity financing.\n\n2.   The Company will agree to establish with the Agent's approval:\n     (a) a public relations program, and\n     (b) a market maintenance program.\n\n3.   The Company will grant the Agent observer status at Directors'  meetings to\n     be held until a period  ending one year from the date of  execution of this\n     letter agreement.\n\n4.   The Company will provide the Agent on a timely basis with monthly unaudited\n     financial  statements  following  execution  of this letter  agreement  and\n     continuing for a period of one year.\n\nIII. RIGHT OF PARTICIPATION\n\nThe Company herein agrees that it will work  exclusively  with the Agent outside\nof the United States and Asia regarding its financing requirements. Furthermore,\nthe Agent will have the right of participation up to 25% of all worldwide future\ndebt or equity financings of the Company,  whether public or private and whether\nor not an  investment  dealer is or proposes to be involved,  for a period of 12\nmonths from the date of this letter  agreement.  The Agent will have 10 business\ndays to  express  its \n\n\n\n\n\nChina Broadband Corp.                                                     Page 3\nJuly 25, 2000\n--------------------------------------------------------------------------------\n\n\nintention to participate, after which the Company is released from this right of\nparticipation.\n\nIV.  EXPIRATION OF THIS OFFER\n\nThe Agent hereby  notifies the Company that this agreement is only offered for a\nlimited time.  This  agreement and all terms and  conditions  referred to herein\nwill  expire by 4:00  p.m.  on July 28,  2000  unless  signed  and  returned  to\nCanaccord International Ltd. by mail or fax.\n\nV.   OTHER\n\nThe Company  covenants  and agrees to  indemnify  the Agent as  provided  for in\nSchedule A attached hereto.\n\nThis letter  agreement will be governed by and construed in accordance  with the\nlaws of Canada and the parties submit to the  non-exclusive  jurisdiction of the\nCanadian courts.\n\nIf this  letter  accurately  reflects  your  understanding  of the  terms of our\nengagement and you agree to be legally bound thereby, please execute this letter\n(in counterparts,  if necessary) where indicated below and return a copy thereof\n(by  facsimile  and by  courier) to  Canaccord  International  Ltd.,  Attention:\nElizabeth A. Watkins.\n\nYours truly,\n\nCANACCORD INTERNATIONAL LTD.\n\n\n\nPer:  Elizabeth A. Watkins\n      President\n\n\nThe foregoing accurately reflects the terms of the transaction which the Company\nhereby agrees to enter into and agrees to be legally bound to.\n\nAcknowledged and agreed this ____________ day of __________________, 2000\n\n\nCHINA BROADBAND CORP.\n\n\n\n\n\n\nChina Broadband Corp.                                                     Page 4\nJuly 25, 2000\n--------------------------------------------------------------------------------\n\n\nPer: ______________________________\n         Authorized Signatory\n\n\n\n\n\n\n\nChina Broadband Corp.                                                     Page 5\nJuly 25, 2000\n--------------------------------------------------------------------------------\n\n                                  SCHEDULE \"A\"\n\n\nChina  Broadband  Corp.  (the  \"Indemnitor)  hereby agrees to indemnify and hold\nCanaccord  International  Ltd.  and\/or any of its  subsidiary  companies  and\/or\ndivisions (hereinafter referred to as the \"Agent\") and each and every one of the\ndirectors,  officers,  employees  and  shareholders  of the  Agent  (hereinafter\nreferred to as the \"Personnel\")  harmless from and against any and all expenses,\nlosses,  claims,  actions,  damages  or  liabilities,  whether  joint or several\n(including  the aggregate  amount paid in reasonable  settlement of any actions,\nsuits,  proceedings  or claims),  and the  reasonable  fees and  expenses of its\ncounsel that may be incurred in advising  with respect to and\/or  defending  any\nclaim that may be made against the Agent to which the Agent and\/or its Personnel\nmay become  subject or otherwise  involved in any capacity  under any statute or\ncommon law or  otherwise  insofar as such  expenses,  losses,  claims,  damages,\nliabilities or actions arise out of or are based,  directly or indirectly,  upon\nthe performance of professional services rendered to the Indemnitor by the Agent\nand its Personnel hereunder or otherwise in connection with the matters referred\nto in the attached  letter  agreement,  provided,  however,  that this indemnity\nshall not apply to the extent that a court of competent  jurisdiction in a final\njudgement that has become non-appealable shall determine that:\n\ni.   the  Agent or its  Personnel  have  been  negligent  or  dishonest  or have\n     committed any fraudulent act in the course of such performance; and\n\nii.  the  expenses,  losses,  claims,  damages  or  liabilities,   as  to  which\n     indemnification  is  claimed,  were  directly  caused  by  the  negligence,\n     dishonesty or fraud referred to in (i).\n\nIf for any reason (other than the  occurrence  of any of the events  itemised in\n(i) and (ii) above, the foregoing indemnification is unavailable to the Agent or\ninsufficient to hold it harmless,  then the Indemnitor  shall  contribute to the\namount paid or payable by the Agent as a result of such  expense,  loss,  claim,\ndamage or liability in such proportion as is appropriate to reflect not only the\nrelative  benefits  received by the  Indemnitor on the one hand and the Agent on\nthe other hand but also the relative fault of the  Indemnitor and the Agent,  as\nwell as any relevant equitable considerations provided that the Indemnitor shall\nin any event  contribute  to the amount paid or payable by the Agent as a result\nof such expense, loss, claim, damage or liability any excess of such amount over\nthe amount of the fees received by the Agent hereunder.\n\nThe Indemnitor agrees that in case any legal proceeding shall be brought against\nthe  Indemnitor  and\/or the Agent by any  governmental  commission or regulatory\n\n\n\n\n\n\n\nChina Broadband Corp.                                                     Page 6\nJuly 25, 2000\n--------------------------------------------------------------------------------\n\n\nauthority or any stock  exchange or other entity  having  regulatory  authority,\neither domestic or foreign,  shall  investigate the Indemnitor  and\/or the Agent\nand Personnel of the Agent shall be required to testify in connection  therewith\nor shall be required to respond to procedures  designed to discover  information\nregarding,  in connection  with, or by reason of the performance of professional\nservices rendered to the Indemnitor by the Agent, the Agent shall have the right\nto employ its own counsel in connection  therewith,  and the reasonable fees and\nexpenses  of such  counsel  as well as the  reasonable  costs and  out-of-pocket\nexpenses  incurred by the Agent and its Personnel in connection  therewith shall\nbe paid by the Indemnitor as they occur.\n\nPromptly  after receipt of notice of the  commencement  of any legal  proceeding\nagainst  the Agent or any of its  Personnel  or after  receipt  of notice of the\ncommencement of any investigation,  which is based, directly or indirectly, upon\nany  matter  in  respect  of  which  indemnification  may  be  sought  from  the\nIndemnitor,  the Agent will notify the Indemnitor in writing of the commencement\nthereof and, throughout the course thereof,  will provide copies of all relevant\ndocumentation  to the  Indemnitor,  will  keep  the  Indemnitor  advised  of the\nprogress  thereof and will discuss with the Indemnitor all  significant  actions\nproposed.\n\nThe  indemnity  and  contribution  obligations  of the  Indemnitor  shall  be in\naddition to any liability which the Indemnitor may otherwise have,  shall extend\nupon the same terms and  conditions  to the  Personnel of the Agent and shall be\nbinding  upon and enure to the  benefit of any  successors,  assigns,  heirs and\npersonal  representatives of the Indemnitor,  the Agent and any of the Personnel\nof  the  Agent.  The  foregoing  provisions  shall  survive  the  completion  of\nprofessional  services  rendered  under the attached  letter of agreement or any\ntermination of the authorization given by the attached letter of agreement.\n\n\n\n___________________________                 for Canaccord International Ltd.\n\n\n___________________________                            for China Broadband Corp.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7079],"corporate_contracts_industries":[9517],"corporate_contracts_types":[9613,9620],"class_list":["post-42305","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-china-broadband-corp","corporate_contracts_industries-telecommunications__other","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42305","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42305"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42305"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42305"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42305"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}