Attached files
[Letterhead of M. Kirk Ludwick, Esq.]
November 15, 2010
SENT BY EMAIL MATTHEW@AMERILITHIUM.COM
Mr. Matthew Worrall
President & CEO
Amerilithium Corp.
871 Coronado Center Drive, Suite 200
Henderson, Nevada 89052
Re: Company Referral/Lithium Production
Dear Mr. Worrall:
We previously entered into a Letter Agreement dated November 2, 2010
regarding my personal introduction and referral to Amerilithium Corp.
of Bejing State Grid Golden Port Investment Consulting Inc. Since that
time, a numer of other opportunities for referral have occurred now
including Del Sol China Technology Advisors and Augan Capital. Per our
discussions, you and I would like to enter into a similar letter
agreement with respect to these current referrals and for future
referrals from me to Amerilithium. Thereore, in consideration for my
introduction and referral to and subsequent Transaction (as defined
below) with the foregoing companies or any company referred to you in
writing by me and with which you have not previously negotiated (or are
not currently negotiating with) and consummated a deal with
(collectively referred to as "Company"), Amerilithium agrees to pay me
or my assigns the compensation as set forth below.
My services shall be to coordinate the initial conference call and
introduction. Once the discussions extend beyond the initial call, you
and the Company shall directly communicate, negotiate the terms and
conditions of any agreement(s), and prepare any and all legal
documentation. My involvement and service subsequent to the initial
conference call shall be at the Company's or your request but at my
exclusive discretion. I will act to help facilitate a successful
conclusion. Correspondingly, during the Term (as defined below) you
agree to directly communicate with me and provide information as to the
then-current nature and status of any negotiations with the Company. I
will not be acting a counsel for you, nor the Company, nor have any
fiduciary duty to either party, nor be a partner or joint venture in
any Transaction.
"Transaction" means Amerilithium (or a one or more of parent,
subsidiary, affiliated companies or any other entity utilized to
conclude a Transaction) enters into one or more understandings or
agreements of any kind or character with the Company (or a one or more
of parent, subsidiary, affiliated companies or any other entity
utilized to conclude a Transaction) for any purpose(s) whatsoever
including, but not limited to, leasing, sale, production, processing,
refining, manufacturing, transportation, construction, loan,
partnership, joint venture or otherwise.
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In the event Amerilithium engages in any Transaction at any time
commencing from the date of this letter agreement and continuing for a
period of three (3) years thereafter ("Term"), Amerilithium agrees to
pay the "Fees" (collectively, as defined below) to me or my assigns.
For Amerilithium to me or my assigns, collectively as follows:
(a) four and one-half percent (4.5%) of the total cash or total
value of each Transaction. The total value of each Transaction shall
include, but not be limited to, financings, payments, investments,
advance payments or payments made for the benefit of Amerilithium,
construction, majufacturing, or otherwise from, by or through the
Company ("Referral Fee"). By way of illustration, if a Transaction
provides for a $4,000,000.00 investment, then the Referral Fee would be
$180,000.00. Payment in full of the Referral Fee shall be made within
thirty (30) days of the first to occur of (i) the execution of the
first document evidencing any such Transaction or (ii) transfer of any
monies. Amerilithium shall promptly provide me with copies of any and
all documents and agreements between the parties related to each
Transaction which shall be utilized only for the purposes of our
agreement and I agree to keep as confidential; and
(b) a two percent (2%) override interest in any and all lithium (in
any form or character) extracted/mined/produced or otherwise from any
Amerilithium property /holding worldwide which is part of any
Transaction ("Override Fee"). The Override Fee shall continue for a
period of fifteen (15) years commencing as of the first date of lithium
production relating to a Transaction. The Override Fee shall be paid
monthly within sixty (60) days of such extraction/mining/production
together with copies of any and all related documentation related to
the same in a kind and amount standard within the mining industry
providing similar information to partners. This documentation shall be
utilized only for the purposes of our agreement and I agree to keep it
confidential.
We both understand and agree the Fees are payable only in the event you
enter into a Transaction with the Company. Attached hereto is Addendum
"A" that sets forth general terms and conditions of our agreement,
which is incorporated herein by reference.
If the foregoing sets forth our mutual understanding and agreement,
please acknowledge the same by executing below where indicated, initial
the Addendum A and return this letter to me. I look forward to working
with you and to a successful business outcome.
Very truly yours,
/s/M. Kirk Ludwick
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M. Kirk Ludwick
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ACKNOWLEDGED AND AGREED this 18nd day of November, 2010 by Matthew
Worrall, President and CEO of Amerilithium Corp., a Nevada corporation.
By: /s/Matthew Worrall
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Matthew Worrall, President & CEO
Amerilithium Corp.
871 Coronado Center Drive, Suite 200
Henderson, Nevada 89052
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ADDENDUM A
To the November 15, 2010
Letter Agreement
1. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized and
approved by all necessary corporate action. No other corporate
proceedings are necessary to authorize this Agreement and the
consummation of the transactions contemplated hereby. Amerilithium is
duly authorized, empowered and has the legal capacity to execute and
delivery this Agreement and all related documents and instruments and
to consummate the transactions contemplated hereby, and this Agreement
and all related documents and instruments executed and delivered are
the valid and binding obligation of the Amerilithium and are
enforceable against it in accordance with the terms hereof and thereof,
subject to applicable bankruptcy, insolvency, moratorium,
reorganization and similar laws affecting creditors rights generally
and to general equitable principles.
2. The letter agreement and the Addendums attached thereto contain the
entire understanding of the parties with regard to the subject matter
hereof and no warranties, representations, promises or agreements have
been made between the parties other than as expressly herein set forth.
This Agreement supersedes any previous agreement or understanding and
cannot be modified except in writing signed by all the parties. This
Agreement may not be amended or modified except in writing signed by
the parties hereto. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all o
which together shall constitute one and the same document.
3. This Agreement shall be absolutely binding and fully enforceable
and shall inure to the benefit of the parties hereto, their respective
affiliates, permitted successors, assigns, personal representatives and
heirs. For each and every waiver under this Agreement to be effective
it must be in writing and signed by the party to be charged. Each
waiver shall be a separate waiver and shall not be deemed to be a
continuing waiver or a waiver of other provisions.
4. Amerilithium may not assign nor delegate its duties under this
Agreement, either in whole or in part, without the prior written
consent of the other party. M. Kirk Ludwick may, at any time in his
exclusive discretion, assign all or part his rights hereunder to any
party upon written notice to Amerilithium identifying the party and
interest assigned.
5. All notices as may be required by this Agreement shall be in
writing and sent by (i) personal delivery or nationally recognized
overnight courier service, signed receipt required or (ii) by certified
US mail, postage, prepaid, return receipt requested, and each notice
shall contemporaneously sent by email, to the respective party as
follows:
To Amerilithium: Matthew Worrall
Amerilithium Corp.
871 Coronado Center Drive, Suite 200
Henderson, Nevada 89052
Matthew@amerilithium.com
M. Kirk Ludwick: M. Kirk Ludwick
910 16th Street, Suite 219
Denver, Colorado 80202
Email: kirkludwick@mkludwicklaw.com
All notices shall be effective as of (i) receipt when by personal
delivery or overnight courier service or (ii) 3 calendar days after
first attempted delivery by certified mail. Any party may change their
address by giving notice pursuant to this Section 5.
6. In the vent that any of the provisions, or portions thereof, of
this Agreement or the documents and instruments in connection herewith
are held to be unenforceable or invalid by any court or tribunal of
competent jurisdiction, the validity and enforceability of the
remaining provisions, or portions thereof, shall not be affected
thereby and effect shall be given to the intent manifested by the
provisions, or portions thereof, held to be enforceable and valid.
7. This Agreement shall be governed by and construed under the laws of
the State of Colorado without regard to conflict of laws principles and
any suit to enforce any of the terms hereof shall be brought in Denver,
Colorado. The parties hereby consent to the personal and subject
matter jurisdiction of the Colorado courts. The judicial rule of
construction to the effect that ambiguities shall be construed against
the drafting party shall not be employed in the interpretation of this
Agreement.
8. Anything to the contrary herein notwithstanding, in the event of
any litigation or arbitration arising out of this Agreement, the court
or tribunal shall award to the prevailing party all reasonable costs
and expenses, including all professional fees.
9. The parties agree that without further compensation hereunder, they
shall timely execute and deliver such other documents and instruments,
and timely take such further action as may be necessary or appropriate
requested by the other party to consummate more effectively the
transactions contemplated herein and hereby.
/s/M. Kirk Ludwick /s/Matthew Worrall
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M. Kirk Ludwick Matthew Worral
