Attached files
file | filename |
---|---|
S-1 - WHITE MOUNTAIN TITANIUM CORP | v174003_s1.htm |
EX-10.30 - WHITE MOUNTAIN TITANIUM CORP | v174003_ex10-30.htm |
EX-10.33 - WHITE MOUNTAIN TITANIUM CORP | v174003_ex10-33.htm |
EX-10.34 - WHITE MOUNTAIN TITANIUM CORP | v174003_ex10-34.htm |
EX-10.32 - WHITE MOUNTAIN TITANIUM CORP | v174003_ex10-32.htm |
EX-4.11 - WHITE MOUNTAIN TITANIUM CORP | v174003_ex4-11.htm |
EX-23.1 - WHITE MOUNTAIN TITANIUM CORP | v174003_ex23-1.htm |
EX-10.31 - WHITE MOUNTAIN TITANIUM CORP | v174003_ex10-31.htm |
Capital
Group, Inc.
SUBJECT
TO APPROVAL BY SOURCE CAPITAL GROUP LEGAL & DUE DILIGENCE
COMPLETION
January
25, 2010
Michael
P. Kurtanjek, President
White
Mountain Titanium Corporation
Augusto
Leguia 100, Oficina 812
Las
Condes, Santiago, Chile
Source
Capital Group, Inc. Proposed Offering Engagement Letter
To Mr.
Kurtaniek:
The
purpose of this engagement letter is to set forth the terms pursuant to which
Source Capital Group, Inc. whose address is 276 Post Road West, Westport, CT
06880 (hereinafter referred to as “Source” or “SCG”) will act as the sole
exclusive placement agent and financial advisor for a proposed issuance, or
series of issuances, of registered equity securities (“Proposed Offering”) of White
Mountain Titanium Corporation whose address is Augusto Leguia 100, Oficina 812,
Las Condes, Santiago, Chile (collectively, with its subsidiaries and affiliates,
hereinafter referred to as the “Issuer” or the “Company”), in connection with
a “Registered Direct
Offering” and/or sale of common shares and warrants to purchase common
stock in an aggregate amount of up to approximately $6,000,000 from an effective
Form S-1 registration statement, which shares would be sold at a discount to
market as determined by the board of directors of the Issuer.
The terms
of our agreement are as follows:
1. The
Issuer hereby retains and engages Source, for the period beginning on the date
hereof and ending on the Closing Date of the Proposed Offering, which offering
period shall not exceed two months, unless sooner terminated
pursuant to the terms of this engagement letter agreement or extended in the
mutual discretion of the Issuer and Source (the “Engagement Period”), to act as
the Issuer’s sole exclusive placement agent, financial advisor and/or
dealer-manager in connection with the Proposed Offering. The
compensation for acting as the exclusive sole placement agent to the Issuer and
conditions of Source’s engagement is stated hereunder. During the
Engagement Period and as long as Source is proceeding in good faith with
activities in connection with the Proposed Offering, the Issuer agrees not to
solicit, negotiate with or enter into any agreement with any other source of
financing (whether equity, debt or otherwise other than bank financings or
financings in connection with strategic alliances), any placement agent,
financial advisor, dealer manager or any other person or entity in connection
with the Proposed Offering, as the case may be.
2. In
consideration for its services in the Proposed Offering, Source shall be
entitled to a cash fee equal to 8% of the dollar amount received by the Issuer,
in connection with a Proposed Offering, less any amounts received in advance of
the offering to cover actual expenses incurred by Source. The Company
shall pay Source an advance of $30,000 (to be deducted from Source’s cash fee)
in order to commence definitive documentation, which amount shall be
non-refundable to the extent that Source provides the Company with supporting
invoices/receipts of actual expenses incurred. The advance shall be
payable to Source by wire to:
Bank of
America
ABA#
026009593
Members
FINRA & SIPC
|
276
Post Road West, Westport, CT 06880
|
www.Sourcegrp.com
|
Page
2
Capital
Group, Inc.
Acct#
93618 82644
Acct
Name: Source Capital
3. The
Issuer shall be responsible for and pay all expenses relating to the Proposed
Offering, including, without limitation, all filing fees relating to any
registration statement required to be filed as part of the Proposed Offering of
and any filing fees relating to the review of the Proposed Offering materials by
the Financial Industry Regulatory Authority, Inc. (“FINRA”); all fees and expenses
relating to the listing of such Shares on the exchange where the Common Stock is
(or will be) listed; all fees, expenses and disbursements relating to the
registration or qualification of the Shares under the “blue sky” securities laws
of any states or other jurisdictions; the costs of mailing and
printing all of the Proposed Offering documents, Registration Statements,
Prospectuses and all amendments, supplements and exhibits thereto and as many
preliminary and final Prospectuses as Source may reasonably deem necessary; the
fees and expenses of the Issuer’s accountants and the fees and expenses of the
Issuer’s legal counsel and other agents and representatives. Counsel for SCG
shall make the filings with and process the review of the Proposed Offering by
FINRA and each state in which SCG intends to offer and sell the shares in the
Registered Direct Offering.
4. Source
may plan and arrange one or more “road show” trips for the Issuer’s management
to market the Proposed Offering. The Issuer shall pay for its own
expenses, including, without limitation, travel and lodging expenses, associated
with such trips. During the 45-day period prior to the filing of the
Registration Statement, if applicable, with the Securities and Exchange
Commission (“Commission”), and at all times
thereafter prior and following the effectiveness of such Registration Statement,
the Issuer and its officers, directors and related parties will abide by all
rules and regulations of the Commission relating to public Proposed Offerings,
including, without limitation, those relating to public statements (i.e., “gun
jumping”) and disclosures of material non-public information.
5. The
Proposed Offering shall be conditioned upon, among other things, the
following:
(a) Satisfactory
completion by Source of its due diligence investigation and analysis of: (i) the
Issuer’s arrangements with its officers, directors, employees, affiliates,
customers and suppliers, (ii) the audited historical financial statements of the
Issuer as may be required by the Act and rules and regulations of the Commission
thereunder for inclusion in the Registration Statement, if applicable, and (iii)
the Issuer’s projected financial results for the fiscal years ending December
31, 2009 and December 31, 2010;
(b) The
continued listing of the Common Stock on the OTC Bulletin Board or migration to
an exchange (“Trading
Market”);
(c) Source
shall have received from outside counsel to the Issuer such counsel’s written
opinion, addressed to Source, dated as of the Closing, in customary form and
substance reasonably satisfactory to Source;
(d) FINRA
shall have raised no objection to the fairness and reasonableness of the terms
and arrangements of this Agreement. In addition, the Company shall authorize
Source’s counsel to make on the Company’s behalf, an Issuer Filing with the
FINRA Corporate Financing Department pursuant to FINRA Rule 5110 and pay
all filing fees required in connection therewith.
(e) Prior
to the Closing, the Company shall have furnished to Source such further
information, certificates and documents as Source may reasonably request,
including customary audit comfort letters (all opinions, letters, evidence and
certificates mentioned above or elsewhere in this Agreement shall be deemed to
be in compliance with the provisions hereof only if they are in form and
substance reasonably satisfactory to counsel for Source); and
Members
FINRA & SIPC
|
276
Post Road West, Westport, CT 06880
|
www.Sourcegrp.com
|
Page
3
Capital
Group, Inc.
(f) Any
Proposed Offering shall fund through an escrow account established by Source and
paid for by the Issuer.
6. The
Issuer represents and warrants to Source as follows:
(a) The
Issuer has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated hereunder and otherwise to carry out
its obligations hereunder. The execution and delivery of this Agreement by the
Issuer and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of the Issuer and no
further action is required by the Issuer, its board of directors or its
stockholders in connection herewith. This Agreement has been duly
authorized and executed by the Issuer and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of
the Issuer enforceable against the Issuer in accordance with its terms except
(i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or
other equitable remedies, and (iii) that rights to indemnification and
contribution thereunder may be limited by federal or state securities laws or
public policy relating thereto.
(b) The
execution, delivery and performance of this Agreement by the Issuer do not and
will not (i) conflict with or violate any provision of the Issuer’s or any
subsidiary’s certificate or articles of incorporation, bylaws or other
organizational or charter documents, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, result in the creation of any Lien upon any of the properties or
assets of the Issuer or any subsidiary, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Issuer or subsidiary debt or otherwise) or other
understanding to which the Issuer or any subsidiary is a party or by which any
property or asset of the Issuer or any subsidiary is bound or affected (except
as may have been consented to or waived), or (iii) conflict with or result
in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Issuer
or a Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Issuer or a Subsidiary is
bound or affected.
(c) The
Issuer is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority or other “Person” (defined as an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability Issuer, joint stock Issuer,
government (or an agency or subdivision thereof) or other entity of any kind) in
connection with the execution, delivery and performance by the Issuer of this
Agreement, other than such filings as are required to be made under applicable
Federal and state securities laws, by the Trading Market.
(d) Except
as otherwise provided in this Agreement, no brokerage or finder’s fees or
commissions are or will be payable by the Issuer to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other
Person with respect to the transactions contemplated by the this Agreement.
Source shall have no obligation with respect to any fees or with
respect to any claims made by or on behalf of other Persons for fees of a type
contemplated in this Section that may be due in connection with the offer and
sale of the Securities contemplated by the this Agreement.
Members
FINRA & SIPC
|
276
Post Road West, Westport, CT 06880
|
www.Sourcegrp.com
|
Page
4
Capital
Group, Inc.
(e) The
Issuer has not, and to its knowledge none of its officers or directors have,
(i) taken, directly or indirectly, any action designed to cause or to
result in the stabilization or manipulation of the price of any security of the
Issuer to facilitate the sale or resale of any of the Securities,
(ii) sold, bid for, purchased, or, paid any compensation for soliciting
purchases of, any of the Securities (other than Source’s placement of the
Securities), or (iii) paid or agreed to pay to any person any compensation
for soliciting another to purchase any other securities of the Issuer other than
pursuant to this Agreement.
(f) To
the knowledge of the Issuer, there are no affiliations with any FINRA member
firm among the Issuer’s officers, directors or any five percent (5%) or greater
stockholder of the Issuer.
(g) Source
shall be a third party beneficiary of any representations and warranties given
to any investors in the Proposed Offering, which representation and warranties
shall be reasonably acceptable to Source.
7. Source
reserves the right to reduce any item of its compensation or adjust the terms
thereof as specified herein in the event that a determination and/or suggestion
shall be made by FINRA to the effect that Source’s aggregate compensation is in
excess of FINRA rules or that the terms thereof require adjustment; provided, however, the
aggregate compensation otherwise to be paid to Source by the Issuer may not be
increased above the amounts stated herein without the approval of the
Issuer.
8. The
Issuer agrees that no solicitation material apart from, if applicable, the
Registration Statement will be used by it in connection with the Proposed
Offering or filed with the Commission or any federal, state or local
governmental or regulatory authority by or on behalf of the Issuer without
Source’s prior approval, which approval may not be unreasonably delayed,
withheld or denied.
9. The
Issuer agrees that it will not issue press releases or engage in any other
publicity, without Source’s prior written consent, commencing on the date hereof
and continuing for a period of forty (40) days from the Closing of
the Proposed Offering, other than normal and customary releases issued in the
ordinary course of the Issuer’s business. The Issuer covenants to
adhere to all “gun jumping” and “quiet period” rules and regulations of the
Commission prior to, during and following the filing of the Registration
Statement, if applicable, and the consummation of the Proposed
Offering.
10. During
the Engagement Period or until the Closing, the Issuer agrees to cooperate with
Source and to furnish, or cause to be furnished, to Source, any and all
information and data concerning the Issuer, its subsidiaries and the Proposed
Offering that Source deems appropriate, including, without limitation, the
Issuer’s acquisition plans and plans for raising capital or additional financing
(the “Information”). The
Issuer shall provide Source reasonable access during normal business hours from
and after the date of execution of this Agreement until the date of the Closing
to all of the Issuer’s and its subsidiaries assets, properties, books,
contracts, commitments and records and to the Issuer’s and its subsidiaries
officers, directors, employees, appraisers, independent accountants, legal
counsel and other consultants and advisors. The Issuer represents and
warrants to Source that all Information: (i) made available by the Issuer to
Source or its agents and representatives, (ii) contained in any preliminary or
final Prospectus prepared by the Issuer in connection with the Proposed
Offering, and (iii) contained in any filing by the Issuer with any court or
governmental regulatory agency, commission or instrumentality, will 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 necessary to make the
statements therein not misleading in light of the circumstances under which such
statements are made. The Issuer further represents and warrants to
Source that all such Information will have been prepared by the Issuer in good
faith and will be based upon assumptions which, in light of the circumstances
under which they were made, are reasonable. The Issuer acknowledges
and agrees that in rendering its services hereunder, Source will be using and
relying on such information (and information available from public sources and
other sources deemed reliable by Source) without independent verification
thereof by Source or independent appraisal by Source of any of the Issuer’s
assets. The Issuer acknowledges and agrees that this engagement
letter and the terms hereof are confidential and will not be disclosed to anyone
other than the officers and directors of the Issuer and the Issuer’s
accountants, advisors and legal counsel. Except as contemplated by
the terms hereof or as required by applicable law, Source shall keep strictly
confidential all non-public Information concerning the Issuer provided to
Source. No obligation of confidentiality shall apply to Information
that: (a) is in the public domain as of the date hereof or hereafter enters the
public domain without a breach by Source, (b) was known or became known by
Source prior to the Issuer’s disclosure thereof to Source, (c) becomes known to
Source from a source other than the Issuer, and other than by the breach of an
obligation of confidentiality owed to the Issuer, (d) is disclosed by the Issuer
to a third party without restrictions on its disclosure or (e) is independently
developed by Source. Source’s obligations of confidentiality
hereunder shall extend to its employees.
Members
FINRA & SIPC
|
276
Post Road West, Westport, CT 06880
|
www.Sourcegrp.com
|
Page
5
Capital
Group, Inc.
11. This
engagement letter shall be deemed to have been made and delivered in New York
City and both this engagement letter and the transactions contemplated hereby
shall be governed as to validity, interpretation, construction, effect and in
all other respects by the internal laws of the State of New York, without regard
to the conflict of laws principles thereof.
12. Each
of Source and the Issuer: (i) agrees that any legal suit, action or proceeding
arising out of or relating to this engagement letter and/or the transactions
contemplated hereby shall be instituted exclusively in New York Supreme Court,
County of New York, or in the United States District Court for the Southern
District of New York, (ii) waives any objection which it may have or hereafter
to the venue of any such suit, action or proceeding, and (iii) irrevocably
consents to the jurisdiction of the New York Supreme Court, County of New York,
and the United States District Court for the Southern District of New York in
any such suit, action or proceeding. Each of Source and the Issuer
further agrees to accept and acknowledge service of any and all process which
may be served in any such suit, action or proceeding in the New York Supreme
Court, County of New York, or in the United States District Court for the
Southern District of New York and agrees that service of process upon the Issuer
mailed by certified mail to the Issuer’s address shall be deemed in every
respect effective service of process upon the Issuer, in any such suit, action
or proceeding, and service of process upon Source mailed by certified mail to
Source’s address shall be deemed in every respect effective service process upon
Source, in any such suit, action or proceeding. Notwithstanding any
provision of this engagement letter to the contrary, the Issuer agrees that
neither Source nor its affiliates, and the respective officers, directors,
employees, agents and representatives of Source, its affiliates and each other
person, if any, controlling Source or any of its affiliates, shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to the
Issuer for or in connection with the engagement and transaction described herein
except for any such liability for losses, claims, damages or liabilities
incurred by us that are finally judicially determined to have resulted from the
bad faith or gross negligence of such individuals or entities. Source
will act under this engagement letter as an independent contractor with duties
to the Issuer. Because Source will be acting on the Issuer’s behalf
in this capacity, it is Source’s practice to receive
indemnification. A copy of Source’s standard indemnification form is
attached to this engagement letter as Exhibit A.
[Signature
Page Follows]
Members
FINRA & SIPC
|
276
Post Road West, Westport, CT 06880
|
www.Sourcegrp.com
|
Page
6
Capital
Group, Inc.
We are
delighted at the prospect of working with you and look forward to a successful
Proposed Offering. If you are in agreement with the foregoing, please
execute and return two copies of this engagement letter to the undersigned
together with the advance in the amount of $30,000. This engagement
letter may be executed in counterparts and by facsimile
transmission.
Regards,
|
|
SOURCE
CAPITAL GROUP, INC.
|
|
By:
|
/s/ Todd Coffin
|
Name:
Todd Coffin
|
|
Title:
Senior Managing Director
|
|
By:
|
/s/ Russ Newton
|
Name:
Russ Newton
|
|
Title:
Chief Financial
Officer
|
ACCEPTED
AND AGREED TO AS OF THE DATE FIRSTABOVE WRITTEN:
WHITE
MOUNTAIN TITANIUM CORPORATION
|
|
By:
|
/s/ Michael P. Kurtanjek
|
Name:
Michael P. Kurtanjek
|
|
Title:
President & Principal Executive
Officer
|
[Signature
Page to Engagement Letter]
[Exhibit
A, Indemnification Letter Begins on Next Page]
Members
FINRA & SIPC
|
276
Post Road West, Westport, CT 06880
|
www.Sourcegrp.com
|
Page
7
Capital
Group, Inc.
This
Exhibit A is a part of
and is incorporated into the Proposed Offering Engagement Letter dated January
25, 2010 between the Issuer and Source Capital Group, Inc. ("Source").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings provided in the Agreement.
The Issuer agrees to indemnify and
hold harmless Source, its affiliates and each person controlling Source
(within the meaning of Section 15 of the Securities Act), and the
directors, officers, agents and employees of Source, its affiliates and each
such controlling person (Source, and each such entity or person. an "Indemnified
Person") from and against any losses, claims, damages, judgments, assessments,
costs and other liabilities (collectively, the "Liabilities"), and shall
reimburse each Indemnified Person for all fees and expenses (including the
reasonable fees and expenses of one counsel for all Indemnified Persons, except
as otherwise expressly provided herein) (collectively, the "Expenses") as they
are incurred by an Indemnified Person in investigating, preparing, pursuing or
defending any claim, action, proceeding or investigation, whether or not any
Indemnified Person is a party thereto (collectively, the "Actions"), (i) caused
by, or arising out of or in connection with, any untrue statement or alleged
untrue statement of a material fact contained in any offering documents prepared
by the Issuer (including any amendments thereof and supplements thereto) (the
"Offer Documents") or by any omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (other than untrue
statements or alleged untrue statements in, or omissions or alleged omissions
from, information relating to an Indemnified Person furnished in writing by or
on behalf of such Indemnified Person expressly for use in the Offer Documents)
or (ii) otherwise arising out of or in connection with advice or services
rendered or to be rendered by any Indemnified Person pursuant to the Agreement,
the transactions contemplated thereby or any Indemnified Person's actions or
inactions in connection with any such advice, services or transactions; provided, however,
that, in the case of clause (ii) only, the Issuer shall not be responsible for
any Liabilities or Expenses of any Indemnified Person that have resulted
primarily from such Indemnified Person's (x) gross negligence, bad faith or
willful misconduct in connection with any of the advice, actions, inactions or
services referred to above or (y) use of any offering materials or information
concerning the Issuer in connection with the offer or sale of the Securities in
the Transaction which were not authorized for such use by the Issuer and which
use constitutes negligence, bad faith or willful misconduct. The Issuer also
agrees to reimburse each Indemnified Person for all Expenses as they are
incurred in connection with enforcing such Indemnified Person's rights under the
Agreement, which includes this Exhibit A.
Upon
receipt by an Indemnified Person of actual notice of an Action against such
Indemnified Person with respect to which indemnity may be sought under the
Agreement, such Indemnified Person shall promptly notify the Issuer in writing;
provided that failure by any Indemnified Person so to notify the Issuer shall
not relieve the Issuer from any liability which the Issuer may have on account
of this indemnity or otherwise to such Indemnified Person, except to the extent
the Issuer shall have been prejudiced by such failure. The Issuer shall, if
requested by Source, assume the defense of any such Action including the
employment of counsel reasonably satisfactory to Source, which counsel may also
be counsel to the Issuer. Any Indemnified Person shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless: (i) the Issuer has failed promptly to assume the
defense and employ counsel or (ii) the named parties to any such Action
(including any impeded parties) include such Indemnified Person and the Issuer,
and such Indemnified Person shall have been advised in the reasonable opinion of
counsel that there is an actual conflict of interest that prevents the counsel
selected by the Issuer from representing both the Issuer (or another client of
such counsel) and any Indemnified Person; provided that the Issuer shall not in
such event be responsible hereunder for the fees and expenses of more than one
firm of separate counsel for all Indemnified Persons in connection with any
Action or related Actions, in addition to any local counsel. The Issuer shall
not be liable for any settlement of any Action effected without its written
consent (which shall not be unreasonably withheld). In addition, the Issuer
shall not, without the prior written consent of Source (which shall not be
unreasonably withheld), settle, compromise or consent to the entry of any
judgment in or otherwise seek to terminate any pending or threatened Action in
respect of which indemnification or contribution may be sought hereunder
(whether or not such Indemnified Person is a party thereto) unless such
settlement, compromise, consent or termination includes an unconditional release
of each Indemnified Person from all Liabilities arising out of such Action for
which indemnification or contribution may be sought hereunder. The
indemnification required hereby shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as such expense,
loss, damage or liability is incurred and is due and payable.
Members
FINRA & SIPC
|
276
Post Road West, Westport, CT 06880
|
www.Sourcegrp.com
|
Page
8
Capital
Group, Inc.
In the
event that the foregoing indemnity is unavailable to an Indemnified Person other
than in accordance with the Agreement, the Issuer shall contribute to the
Liabilities and Expenses paid or payable by such Indemnified Person in such
proportion as is appropriate to reflect (i) the relative benefits to the Issuer,
on the one hand, and to Source and any other Indemnified Person, on the other
hand, of the matters contemplated by the Agreement or (ii) if the allocation
provided by the immediately preceding clause is not permitted by applicable law,
not only such relative benefits but also the relative fault of the Issuer, on
the one hand, and Source and any other Indemnified Person, on the other hand, in
connection with the matters as to which such Liabilities or Expenses relate, as
well as any other relevant equitable considerations; provided that in no event
shall the Issuer contribute less than the amount necessary to ensure that all
Indemnified Persons, in the aggregate, are not liable for any Liabilities and
Expenses in excess of the amount of fees actually received by Source pursuant to
the Agreement. For purposes of this paragraph, the relative benefits to the
Issuer, on the one hand, and to Source on the other hand, of the matters
contemplated by the Agreement shall be deemed to be in the same proportion as
(a) the total value paid or contemplated to be paid to or received or
contemplated to be received by the Issuer in the transaction or transactions
that are within the scope of the Agreement, whether or not any such transaction
is consummated, bears to (b) the fees paid to Source under the Agreement.
Notwithstanding the above, no person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the Securities Act of 1933, as amended,
shall be entitled to contribution from a party who was not guilty of fraudulent
misrepresentation.
The
Issuer also agrees that no Indemnified Person shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Issuer for or in
connection with advice or services rendered or to be rendered by any Indemnified
Person pursuant to the Agreement, the transactions contemplated thereby or any
Indemnified Person's actions or inactions in connection with any such advice,
services or transactions except for Liabilities (and related Expenses) of the
Issuer that have resulted primarily from such Indemnified Person's gross
negligence, bad faith or willful misconduct in connection with any such advice,
actions, inactions or services.
The
reimbursement, indemnity and contribution obligations of the Issuer set forth
herein shall apply to any modification of the Agreement and shall remain in full
force and effect regardless of any termination of, or the completion of any
Indemnified Person's services under or in connection with, the
Agreement.
ACCEPTED
AND AGREED TO AS OF THE DATE FIRSTABOVE WRITTEN:
White
Mountain Titanium Corporation
|
Source
Capital Group, Inc.
|
|||
By:
|
/s/ Michael P. Kurtanjek
|
By:
|
/s/ Russ Newton
|
|
Michael
P. Kurtanjek
|
Russ
Newton
|
|||
President
& Principal Executive Officer
|
Chief
Financial Officer
|
|||
By:
|
/s/ Todd Coffin
|
|||
Todd
Coffin
|
||||
Senior
Managing Director, Investment
Banking
|
Members
FINRA & SIPC
|
276
Post Road West, Westport, CT 06880
|
www.Sourcegrp.com
|