Finder’s Fee and Warrant Issuance Agreement between CEA Acquisition Corporation, EarlyBirdCapital, Inc., and American Fund Advisors (August 10, 2005)
CEA Acquisition Corporation agrees to pay EarlyBirdCapital, Inc. and American Fund Advisors a $100,000 cash fee and issue warrants to purchase 50,000 shares of common stock for introducing etrials Worldwide, Inc. to the company. The warrants will have the same terms as existing public warrants and include unlimited piggyback registration rights, subject to standard limitations. Compensation is split equally between the two finders and is payable upon closing of the proposed transaction.
Exhibit 10.13
As of August 10, 2005
CEA Acquisition Corporation
101 East Kennedy Boulevard Suite 3300
Tampa, Florida 33602
Attention: Don Russell and Robert Moreyra
Gentlemen:
This is to confirm our agreement whereby CEA Acquisition Corporation (the Company) has agreed to compensate EarlyBirdCapital, Inc. and American Fund Advisors (together, the Finders) in connection with the introduction of etrials Worldwide, Inc. to the Company as follows:
A cash fee to the Finders equal to $100,000 (One Hundred Thousand) payable on the closing of the proposed transaction.
Warrants issued to the Finders or their designees, to purchase 50,000 shares of common stock on identical terms as the public warrants currently outstanding. The warrants shall be afforded unlimited piggyback registration rights for the shares underlying the warrants so long as their inclusion is permitted by the rules pertaining to the form of the registration statement and subject to customary underwriter cutbacks in the event of primary offerings.
All compensation payable to the Finders shall be paid 50% to EarlyBirdCapital, Inc. and 50% to American Fund Advisors.
If the foregoing correctly sets forth the understanding between the Finders and the Company, please so indicate your agreement by signing below, at which time this letter shall become a binding contract.
EARLYBIRDCAPITAL, INC. | AMERICAN FUND ADVISORS | |||||||
By: | /s/ STEVEN LEVINE | By: | /s/ MARC H. KLEE | |||||
Name: | Steven Levine | Name: | Marc H. Klee | |||||
Title: | Chief Executive Officer | Title: | Executive Vice President |
ACCEPETED AND AGREED TO:
CEA ACQUISITION CORPORATION | ||
By: | /s/ ROBERT MOREYRA | |
Name: | Robert Moreyra | |
Title: | Executive Vice President |