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CAPTIMA
Suite 5, 3rd
Floor
Britannia
House
St George's
Street
Douglas, Isle
of Man
1M1
1JD
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Tel: +44
(0) 1624 631125
Fax: +44 (0) 1624 631126
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Mr. Arturo F.
Henriquez
CEO
Maxim Oil &
Gas, Inc.
9400 Grogan's
Mill Road. Suite 205
The Woodlands,
Texas 77380 USA
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Dear Mr.
Henriquez.
Maxim Oil
& Gas, Inc.
This letter
confirms the fee agreement (the "Agreement") made as of April
13 2009 by and between Maxim Oil & Gas, Inc. on behalf of
itself and any "Associated Party" (as de Tied herein) ("MAXIM") and
Captima Limited ("CAPTIMA" and/or the "Finder").
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Engagement
of CAPTIMA : MAXIM and
its Associated Parties hereby jointly and severally engage and
indemnify CAPTIMA, and CAPTIMA hereby accepts such engagement, to
act as MAXIM's non-exclusive finder with respect to a "Transaction"
as defined herein). A - Transaction" shall mean the acquisition of whole
or part of the issued shares or membership interests of MAXIM for
issued share capital of any Associated Party thereof). an
investment into, loan to or financing of MAXIM for any Associated
Party thereof) by an Investor (or any Associated Party thereof)
(including the issuance of any debt, debt obligations, promissory
notes or credit facilities], a joint venture between MAXIM (or any
Associated Party thereof) and any investor (or any Associated Party
thereof) and any other potential business transaction or
opportunity involving MAXIM far any Associated Party thereof) and
an "Investor" for any Associated Party thereof) (as defined
herein). "Investor" shall mean any individual, institution, fund or
corporate entity (or any Associated Party thereof) introduced to
MAXIM by ('APT1MA with which MAXIM is not in discussions in
connection with a potential Transaction prior to such introduction.
CAPTIMA and MAXIM shall keep a written record of all
Investors.
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Services: In order to assist MAXIM in completing a
Transaction, CAPTIMA shall provide the
following services:
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identify and
initiate contacts between MAXIM and one or more Investors for a
Transaction;
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facilitate
discussions between MAXIM and one or more investors by coordinating
and participating in conference calls and/or meetings:
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(iii)
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assist MAXIM in
providing and obtaining information related to an Investor and/or a
Transaction;
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(iv)
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such other
services as the parties may agree.
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CAPTIMA shall
identify Investors to MAXIM and MAXIM shall disclose to CAPTIMA if
it is already in discussions with any such Investors so identified.
CAPTIMA agrees to use its best efforts to assist MAXIM in
completing a Transaction. However, if despite the hest efforts of
CAPTIMA, a Transaction is not completed. CAPTIMA shall have no
liability to MAXIM. Furthermore, CAPTIMA is not responsible for any
errors or any provisions in Investors oomminnent or other documents
that may violate any state , governmental or other law, or
that may be in conflict with this Agreement. Nonperformance by an
Investor of the terms of its commitment is not the responsibility
of CAPTIMA.
( i )Where
CAPTIMA provides any of the Services listed in Section 2 above,
MAXIM shall pay to CAPTIMA, or cause to be paid to CAPTIMA. a
finder's fee for each Transaction. In the ease of secured debt,
mortgage or senior debt such finder's fee shall be equal to one
percent (1%) of the "Transaction Value" (as defined herein), in the
case of equity such finder's fee shall be equal to five percent
(5%) of the Transaction Value and in the case of a bridge or
unsecured debt such finder's fee shall be equal to three percent
(3%) of the Transaction Value (collectively, the "Transaction
Fee"). The Transaction Fee shall be calculated at the date of
completion of the Transaction. In calculating any Transaction Fee,
convertible securities shall be treated as equity. The Transaction
Fee shall be calculated on the gross total Transaction Value before
any deductions, including fees, deposits, transaction expenses,
reserves, insurance or other amounts withheld or paid by the
Investor. If the consideration payable to MAXIM in a Transaction is
to be received in whole or in part in installments, the
installments shall be valued on a discounted
present value basis using a discount rate of eight percent (8%)
annually. To the extent these f
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