Finder's Fee Agreement between JAG Media Holdings, Inc. and Flow Capital Advisors, Inc. (Great Eastern Securities, Inc. as Target)

Summary

JAG Media Holdings, Inc. agrees to pay Flow Capital Advisors, Inc. a fee if Flow introduces Great Eastern Securities, Inc. and JAG Media completes an acquisition of Great Eastern by December 31, 2005. The fee is 5% of the total consideration paid, payable in the same form as the acquisition payment. The agreement outlines confidentiality, tax, and indemnification obligations, and specifies that no fee is due if the acquisition does not close by the deadline. The arrangement is non-exclusive and ends upon closing, mutual agreement, or the deadline.

EX-10.1 3 b329713_ex10-1.txt FINDER'S FEE AGREEMENT EXHIBIT 10.1 JAG MEDIA HOLDINGS, INC. 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 January 5, 2004 Flow Capital Advisors, Inc. 3727 Pine Lake Drive Weston, FL 33332 Attention: Albert Auer President Dear Albert: 1. In consideration of the introduction by Flow Capital Advisors, Inc., a Delaware corporation (the "Finder"), of Great Eastern Securities. Inc., a New York corporation (the "Target"), to JAG Media Holdings, Inc., a Nevada corporation (the "Company"), the Company hereby agrees to pay the Finder, if an Acquisition is consummated with such Target on or before December 31, 2005, a fee, payable upon the unconditional closing of the Acquisition, equal to five percent (5.0%) of the aggregate Consideration paid by the Company for the Acquisition of such Target. As used herein, (a) the term "Acquisition" shall mean the direct or indirect acquisition of all or a substantial portion of the stock or assets of the Target by the Company, including by means of merger, and (b) the term "Consideration" shall mean the number of shares of Class A Common Stock, par value $0.00001 per share (or any security into which such Class A Common Stock shall hereafter be reclassified), issued or issuable by the Company to the Target (or the owners thereof) as payment for the Target. 2. The Finder's fee as described in Section 1 above shall be payable in the shares of stock in which the Company makes payment of the Consideration and shall be deemed earned and payable upon payment by the Company of the Consideration at the unconditional closing of the Acquisition of the Target by the Company. If any part of the Consideration shall be payable in installments, escrowed or shall be contingent upon any event or circumstance, the Finder's fee shall be deemed earned and payable in the same proportionate amounts and at the same times as such installments, escrowed or contingent payments are made. The Finder shall be responsible for the payment of all federal, state, foreign and local taxes, tariffs, or surcharges that may be due and payable to government authorities on such fees the Finder is entitled to receive pursuant to the terms of this letter agreement (this "Letter Agreement"), and the Company shall be authorized to make any withholdings in respect of such taxes as may be required under applicable law. The Finder will not be entitled to any compensation if for any reason whatsoever the Acquisition of the Target is not completed before December 31, 2005, whether or not there is a binding agreement to do so and whether or not a default by the Company or any of its affiliates has caused the failure to complete the Acquisition. 1 3. The Finder shall not be reimbursed by the Company for any expenses incurred by him in connection with this Letter Agreement or otherwise. 4. The Finder shall not receive any additional compensation directly or indirectly from the Target, or any party affiliated with the Target, for acting as a finder in connection with the Acquisition. Nothwithstanding the foregoing, nothing herein shall prohibit Finder from rendering investment banking consulting services to the Target prior to or after the Acquisition. 5. The Finder shall indemnify and hold harmless the Company and any of its affiliates against any losses, claims, damages or liabilities for brokerage or finder's fees or other compensation claimed by any person, firm or entity whose services the Finder has engaged or may engage in connection with the proposed Acquisition of the Target by the Company. 6. It is understood and agreed that the Finder is an independent contractor and shall not be deemed the Company's agent for any purpose whatsoever, and the Finder is not granted any right or authority to assume or create any obligation or liability of any kind or nature, express or implied, on behalf of the Company, to make any representation on behalf of the Company or to bind the Company in any manner or thing whatsoever. 7. Neither the Finder nor any of his affiliates or associates, in any capacity, shall issue any press release or public announcement relating to the matters set forth herein or any Acquisition without the prior express written consent of the Company. 8. The Finder covenants and agrees with the Company that, except with the prior written consent of the Company, the Finder and its representatives (a) will hold in strict confidence any data or information obtained from the Company, the Target, any person associated with the Company or the Target or from any representative of the Company or the Target, including, without limitation, information pertaining to the financial condition, results of operations, methods of operations and products of the Company or the Target or pertaining to the availability of and negotiations regarding the Target; provided, however, that this duty of confidentiality shall not apply to any data or information which prior to any disclosure by the Finder or its representatives is in the public domain other than as a result of disclosure by the Finder or its representatives, and (b) will not disclose any data or information to be held in confidence pursuant to this paragraph 8 to any other party except to the extent that disclosure may be required by law; provided, however, that the Finder shall provide the Company with written notice of such requirement as soon as practicable after learning of it such that the Company may seek a protective order or other appropriate remedy and, if no such order or remedy is obtained, the Finder and his representatives shall furnish only that portion of such confidential data and information which the Finder is advised by written opinion of counsel is legally required and only in the manner legally required. All such data and information to be held in confidence pursuant to this paragraph 8 shall be used by the Finder and its representatives only for the purposes of fulfilling the Finder's role in assisting in the Acquisition of the Target as contemplated herein. At any time upon the Company's request, the Finder shall return to the Company all data, information and other written material respecting the Company or the Target obtained by the Finder in connection with the matters contemplated by this Letter Agreement. The Finder further agrees that its representatives who are given access to the data and information to be kept confidential pursuant to this paragraph 8 shall be bound by the terms of this paragraph 8 and the Finder will insure that such representatives adhere to the terms contained herein. 2 9. This arrangement is expressly not exclusive and the Company shall have the right to contract with brokers, agents or other persons for the same or similar purposes as set forth herein. 10. This Letter Agreement shall not be assignable by the Finder or the Company, whether voluntarily or by operation of law. This Letter Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns. 11. This Letter Agreement constitutes the entire agreement between the Finder and the Company with respect to the subject matter hereof. No provision hereof shall be deemed waived, amended or modified by either party unless such waiver, amendment or modification shall be in writing and signed by a duly authorized representative of the party against whom the waiver, amendment or modification is sought to be enforced. 12. This Letter Agreement will automatically terminate and be of no further force and effect upon the earliest to occur of (a) the unconditional closing of the Acquisition of the Target by the Company and payment by the Company of the Finder's fee described in Section 1 hereof, (b) the mutual written agreement of the Company on the one hand and the Finder on the other hand and (c) December 31, 2005. Notwithstanding the foregoing, the provisions contained in paragraphs 5, 7 and 8 hereof shall survive the termination of this Letter Agreement. 13. The validity and interpretation of this Letter Agreement shall be governed by the laws of the State of New York applicable to contracts made and to be fully performed in such State. 3 Please confirm your agreement with the foregoing by signing the enclosed copy of this Letter Agreement and returning it to us. Very truly yours, JAG MEDIA HOLDINGS, INC. By: /s/ Gary Valinoti ---------------------- Name: Gary Valinoti Title: President & CEO Accepted and Agreed to as of the date first above written: FLOW CAPITAL ADVISORS, INC. By: /s/ Albert Auer --------------- Name: Albert Auer Title: President 4