Exhibit 10.22
Middlebury Securities
LLC
1120 Avenue of the
Americas
Suite 4000
New York, NY 10036
August 7, 2009 AmiWorld,
Inc.
60 East 42nd Street, Suite 1225
New York, NY 10165 Attention:
Mr. Mamoru Saito
Chairman of the Board of Directors
and Chief Executive Officer
Gentlemen:
We
are pleased to set forth the terms of the retention ofMiddlebury
Securities LLC (“ Middlebury ”) by AmiWorld,
Inc. (collectively with its subsidiaries, the “
Company ”).
1.
Middlebury will assist the
Company as the Company’s financial advisor in connection with
the following proposed activities:
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(a)
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assist the Company in seeking
sources of capital and structuring private offerings of securities
of the Company solely to a limited number of accredited investors,
as that term is defined in Rule 501(a) of Regulation D (“
Accredited Investors ”) promulgated under the
Securities Act of 1933, as amended (the “ Act
”), which capital is currently contemplated to be in the form
of $15 million in indebtedness and $10 million in equity (as used
herein, the term “equity” shall include convertible
debt);
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(b)
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assist the Company in structuring
transactions as a result of which related companies which are not
included in the Company’s consolidated financial reporting
group would be included in such group; and
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(c)
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otherwise assist the Company with
advancing its business objectives, including analyzing the
Company’s business and revenue models and capital structure,
and identifying strategic partners.
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2. In
connection with Middlebury’s role as the Company’s
financial advisor, Middlebury will familiarize itself with the
business, operations, properties, financial condition, and
prospects of the Company. Middlebury would expect its services to
include such additional
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Middlebury Securities LLC
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AmiWorld, Inc.
August 7, 2009
Page
financial advisory and related
services as may be mutually agreed upon by Middlebury and the
Company. The retention by the Company of Middlebury as financial
advisory as heretofore described shall be for a period of one year
from the date hereof. Not later than August 28, 2009, Middlebury
shall deliver to the Company a term sheet setting forth the
material terms of a proposed $25 million financing transaction
which includes at least $10 million in equity (the “ Term
Sheet ”).
3. In
connection with Middlebury’s activities on the
Company’s behalf, the Company will cooperate with Middlebury
and will furnish Middlebury with all information and data
concerning the Company (the “ Information ”)
which Middlebury deems appropriate and will provide Middlebury with
access to the Company’s officers, directors, employees,
independent accountants, and legal counsel. The Company represents
and warrants that all Information made available to Middlebury by
the Company will, at all times during the period of engagement of
Middlebury hereunder, to the best of its knowledge, be complete and
correct in all material respects and will not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the
statements therein not misleading in the light of the circumstances
under which such statements are made. The Company further
represents and warrants that any projections provided by it to
Middlebury will have been prepared in good faith and will be based
upon assumptions which, in light of the circumstances under which
they are made, are reasonable. The Company acknowledges and agrees
that, in rendering its services hereunder, Middlebury will be using
and relying on certain Information without independent verification
thereof by Middlebury or independent appraisal by Middlebury of any
of the Company’s assets. Middlebury does not assume
responsibility for any information regarding the Company. Any
advice rendered by Middlebury pursuant to this Agreement may not be
disclosed publicly without our prior written consent.
4. In
consideration of its services pursuant to this Agreement,
Middlebury shall be entitled to receive, and the Company agrees to
pay Middlebury, the following compensation:
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(a)
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A consulting fee of $25,000, of
which $10,000 shall be payable upon signing of this letter, $10,000
shall be payable upon opening an escrow account to accept
subscriptions for Company securities in a private placement on
substantially the terms set forth in the Term Sheet, and $5,000
shall be payable upon the closing of a private placement on
substantially the terms set forth in the final Term Sheet resulting
in gross proceeds to the Company of at least $5 million. All such
placement agent fees are due and payable in cash by wire transfer
in immediately available funds at the closing of each private
placement.
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Middlebury Securities LLC
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AmiWorld, Inc.
August 7, 2009
Page
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(b)
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A placement agent fee as follows:
cash in an amount equal to 8% of the gross proceeds of any
investment in the form of equity securities of the Company and 2.5%
of the gross proceeds of any investment in the Company made in the
form of indebtedness, made by any Introduced Entity (as hereinafter
defined) during the term hereof or within one year
thereafter.
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(c)
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Warrants to acquire shares of common
stock of the Company (the “ Common Stock ”)
representing 8% of the shares of Common Stock issuable to
Introduced Entities as a result of any investment by such
Introduced Entity in the Company and 4% of the dollar amount of the
indebtedness provided by Introduced Entities. Such warrants shall
be exercisable at a price per share equal to the purchase price
paid by Introduced Entities (or the conversion price in the case of
convertible debt or equity securities, or the volume weighted
average price of the Common Stock during the 30 day period
preceding the closing in the case of indebtedness) and shall be
exercisable for a period of seven years. In addition, such warrants
shall be exercisable on a cashless basis. Such warrants shall also
provide for adjustment of the exercise price thereof and the number
of shares of Common Stock issuable upon the exercise thereof in the
event of: (i) the declaration of dividends on the outstanding
Common Stock payable in shares of its capital stock; (ii)
subdivision of the outstanding Common Stock; (iii) combination of
the outstanding Common Stock into a smaller number of shares; or
(iv) issuance of any shares of its capital stock by
reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in
which the Company is the continuing corporation). For a period of
one year following the date of the issuance of any such warrants,
the holders of such warrants shall be entitled to unlimited
piggy-back registrations, provided, that the holder shall have no
registration rights in connection with, or as a result of, any
public offering by the Company of securities for its own account,
and provided further, that such registration rights shall cease at
such time as the holder of any securities issued upon the exercise
of such warrants shall be entitled to sell such securities without
restriction pursuant to paragraph (b)(i) of Rule 144 under the
Securities Act of 1933, as amended.
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The
Company understands that Middlebury intends to introduce the
Company to entities (“ Introduced Entities ”)
which may participate in proposed transactions. In order to do so,
Middlebury shall present the name of prospective Introduced
Entities (“ Prospective Introduced Entities ”)
to the Company in writing (an “ Introduction Preclearance
Notice ”). The Company may inform Middlebury within three
business days following the receipt o