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Financial Advisory Agreement

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LAIDLAW & COMPANY (UK) LTD.
90 PARK AVENUE
NEW YORK, NY 10016


May 5, 2005 Ruby Mining Company 1 Securities Center Suite 304 3490 Piedmont Road Atlanta, GA 30305


Attention: G. Howard Collingwood, CEO


RE: FINANCIAL ADVISORY AGREEMENT


Dear G. Howard:


Laidlaw & Company (UK) Ltd. ("Laidlaw") is pleased to act as the non-exclusive financial advisor for Ruby Mining Company, a Colorado corporation, located in Atlanta, Georgia (the "Company"), in connection with your proposed capital transaction. The terms of our engagement are set forth below. We look forward to working with you.


1. THE OFFERING.


We understand you wish to raise up to five million dollars ($5,000,000)
through a private placement involving the sale of equity or debt
securities to high net worth individuals and institutional investors
(the "Offering"). You understand the actual terms of the Offering may
depend on market conditions, and may be subject to negotiation between
the Company and prospective investors. The Offering will be conducted in
accordance with the exemption from the registration requirements of the
Securities Act of 1933, as amended, and the rules and regulations
promulgated there under (collectively, the "Securities Act"), and the
qualification and registration requirements of applicable state and
foreign securities or blue sky laws and regulations pursuant to a
private placement memorandum and/or other disclosure materials prepared
by the Company. We agree that we will not knowingly take any action in
connection with the Offering that will prevent the Offering from
complying with the requirements for such exemptions


2. FEES AND EXPENSES.


Concurrently with the closing of any part of the Offering, the Company
will pay Laidlaw in cash, a fee equal to 8% of the gross proceeds
received from the sale of securities to investors introduced to the
Company by Laidlaw. The Company may, in its discretion, reject any
proposed terms from a prospective investor.


(a) In addition, the Company agrees to reimburse Laidlaw for its
non-accountable expenses, including but not limited to reasonable
fees of its legal counsel, of up to $25,000. Such fees will be
payable out of the proceeds of the closing. In the event that the
Company does not accept any proceeds pursuant to the Offering, then
no fees shall be due.
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(b) Furthermore, upon the closing of the Offering, the Company shall
grant Laidlaw five (5) year warrants for the purchase of an amount
of shares equal to 5%of the securities issued in the Offering to
investors introduced to the Company by Laidlaw. The Warrants shall
be identical to those warrants sold in the Offering. The shares
underlying the warrants shall have the same registration rights as
those afforded the investors relative to the shares and warrants
they purchase in the Offering.


3. TERMS.


(a) The term of this engagement shall be six months, however, either
party may terminate this engagement at any time upon 10 days written
notice to the other party. Upon termination, we will be entitled to
collect all fees and warrants earned and expenses incurred through
the date of termination.


(b) The Company agrees to keep the contents of this agreement and the
names of the parties with whom it has been negotiating with in
confidence until the Closing. Further, the Company agrees that
during the 60 days following the signing of this agreement it will
not solicit investments from, or negotiate terms upon which it may
be willing to sell securities to, any investor other than Laidlaw
and potential investors who may be approached by Laidlaw to invest
pursuant to this agreement.


(c) If any part of the Offering is not closed during the term, for
reasons other than termination of this letter by Laidlaw, and during
the one year following termination of the engagement, any person or
entity which we introduced, directly or indirectly, to the Company
or with which we have had discussions or negotiations during the
term on behalf of the Company, purchases securities from the Company
(other than through an underwritten public offering) or enters into
a definitive agreement to purchase securities of the Company, you
agree to pay Laidlaw upon the close, a cash fee and warrant in the
amount that would otherwise have been payable to Laidlaw had such
transaction occurred during the term.


4. REPRESENTATIONS, WARRANTIES AND COVENANTS.


(a) You hereby authorize Laidlaw to transmit to the prospective
purchasers of the securities material prepared by the Company with
such exhibits and supplements as may from time to time be delivered
by the Company to Laidlaw for such purpose and or copies of the
Company's most recent filings with the Securities and Exchange
Commission together with summary materials prepared by the Company
(collectively "Material"). The Company authorizes Material to be
sent out to prospective investors and upon specific request Laidlaw
shall undertake to have prospective investors execute a
confidentiality agreement. The Company represents and warrants the
Material will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein or in prior Materials, in
light of the circumstances under which they were made, not
misleading. The Company will advise Laidlaw immediately of the
occurrence of any event or any other change known to the Company
which results in the Material containing an untrue statement of a
material fact or omitting to state a material fact required to be
stated therein or necessary to make the statements therein or
previously made, in light of the circumstance under which they were
made, not misleading. Laidlaw agrees not to distribute to any
investor or prospective investor any information concerning the
Company, which has not been approved for


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such distribution by the Company. The Company will be responsible
for updating, amending and supplementing the Materials prior to the
closing of the Offering as required by applicable laws.


(b) You agree that if you accept a subscription from a proposed investor
you will enter into subscription, registration rights and other
customary agreements that are negotiated as a part of the Offering.
You also agree that your counsel will supply an opinion letter,
satisfactory in form and substance to our counsel, which will be
addressed to the investors. Such opinion will include customary
items contained in legal opinions rendered in connection with
private placement transactions, including, among other things,
opinions on matters relating to organization and good standing,
capitalization, corporate power and authority, non-contravention,
exemption of the Offering and 10b-5 statements. In addition, at the
closing of the Offering, the Company will provide Laidlaw with the
same certificates of the officers of the Company as are furnished to
the investors. If requested, the Company will, at the closing of the
Offering, furnish Laidlaw with the same favorable opinion of its
outside counsel as is fu
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