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MidSouth Capital Inc.
1050 Crown Point Parkway, Suite 200,
Atlanta GA 30338
Phone: (770) 804-3110 Fax: (770) 804-3119
Member NASD SIPC
July 22, 2011
Mathew Worrall
Amerilithium Corp
871 Coronado Center Drive
Suite 200
Henderson, NV 89052
Subject: Private Placement Offering for Amerilithium Corp (AMEL.OB)
It is our understanding that Amerilithium Corp, the "Company", desires
to raise capital, as well as to fund the Company's continuing general
operations. Based on our discussions, our preliminary review of the
financial information submitted to MidSouth Capital Inc., referred
heretofore as the ("AGENT ") and representations you and your
associates have made to us with regard to the present and proposed
business activities of the Company, its operations and financial
condition, we would like to confirm our interest in acting as the
Company's non-exclusive Financial Advisor, Investment Bank and
Placement Agent, on a "best efforts" basis. In such role we would
assist Amerilithium in one or more capital raises which might result in
a private placement, merger, acquisition, sale of assets, sale of
common stock, sale of ownership interest or any other financial
transaction hereinafter referred to as a "Transaction" upon the basic
terms and conditions set forth herein (the "Agreement"), as well as a
full array of additional investment banking services.
Section I: Services to be rendered
"AGENT" services will include (but not be limited to) the following:
Arranging for one or more institutional investments of capital, as
defined in iii, (an "Investment," which could include any variation
thereof, including common stock, preferred stock, mezzanine debt,
senior secured debt, any other financial instrument or a combination of
several financial instruments), on a best efforts basis (in a form and
on terms satisfactory, in its sole judgment, to the Company) to raise
capital for use by the Company;
Any Investment will be placed in compliance with valid exemptions from
registration or qualification under federal securities laws, state
securities ("blue sky") laws or foreign securities laws of each
jurisdiction in which any offers of an Investment may be made;
Utilizing appropriate investment information materials or modifying
existing Company business plans and documents (collectively, the
"Information Memorandum") to be provided to potential sources of
financing. "AGENT" will provide advice with respect to negotiating with
all potential financing, merger or acquisition candidates introduced
(as defined in Section II below) to the Company by "AGENT" (as defined
below; any such identified and introduced candidates, along with their
affiliates, associates, subsidiaries, divisions and related entities
being hereinafter referred to as "Investor Candidates") who might be
interested or involved in making an Investment in the Company,
including reviewing the preliminary and final documentation relating to
any such financing. As used herein, "Investor Candidates" shall mean
and include individual, strategic and institutional investors of all
types, introduced (as defined in Section II below) to the Company by
"AGENT" including individuals, trusts, estates, partnerships and
associations, banks, thrifts, insurance companies and other financial
institutions, investment companies and other pooled investment
vehicles, all tax-exempt organizations such as those subject to ERISA
and other public and private pension funds, endowments and foundations
as well as corporations in similar lines of business to the Company's,
which might be candidates for acquisition by or merger with , together
with their affiliates, divisions, subsidiaries and investment
management consultants. All Investor Candidates, if not merger or
acquisition candidates, shall be "accredited investors," as that term
is generally understood in the private equity business;
In performing services hereunder, "AGENT" shall be regarded as an
independent contractor and marketing representative. "AGENT" shall not
have any right or authority to create any obligations of any kind on
behalf of the Company, shall make no representation to any third party
to the contrary, and shall not make any representations about the
Company, its operations or finances other than what the Company
provides for inclusion in the Information Memorandum. Nothing
contained in this Agreement shall be deemed or construed to create a
partnership or joint venture between Company and "AGENT" or between
Company and any Investor Candidate.
Section II: Fees, Expenses and Term
"AGENT" will be the non-exclusive financial advisor to and
representative of the Company for an initial period of twelve
consecutive (12) months commencing on the date of this Agreement, with
an option to extend this Agreement an additional 6 months, provided
however, that either party may withdraw from this Agreement at any time
upon written notice to the other party. Otherwise, this engagement and
the terms hereunder will continue, subject to the same right of either
party to terminate on written notice to the other party, until a
Transaction is successfully completed or until the Agreement is
terminated. Within three business days after the effective date of any
termination by the Company (the "Termination Date"), "AGENT" shall
deliver to Company a list of all introduced Investor Candidates, merger
or acquisition candidates and Strategic Investors (the "Covered Par-
ties") with which "AGENT" can confirm that (a) the Company, at
"AGENT's" instigation or by "AGENTs" introduction, has had discussions
concerning a Transaction during the term of this Agreement and prior to
receipt of the notice of termination or (b) such Covered Parties have,
prior to such notice of termination, expressed an interest in
considering or pursuing a Transaction with Company.
On and after the Termination Date, "AGENT" shall also either destroy or
return to Company any and all Information, Information Memoranda and
any other confidential information of the Company (including extracts
thereof), which are in "AGENT's" possession or control. The provisions
concerning confidentiality, indemnification, compensation and the
Company's obligations to pay fees and reimburse expenses contained
herein and the Company's obligations contained in the Indemnification
Provisions (as hereinafter defined) will survive any such termination.
"AGENT" agrees not to use any confidential information about the
Company for any purposes other than in connection with a Transaction
and directly related matters.
"AGENT" agrees to introduce the Company to certain potential Investor
Candidates. Upon written request from the Company, "AGENT" may
designate independent counsel to prepare the appropriate documents
(including subscription and escrow agreement) with regard to the terms
of any financial transactions and the closing thereof. The Company is
responsible for any and all reasonable expenses associated with the
Offering and the closing documents, escrow and escrow agent. However
incurrence of all such expenses shall require the prior written consent
for those expenses from the Company.
If, within the two year period commencing on the date hereof, the
Investor Candidate , singly or with others, purchases debt or equity
securities of, or loans money to the Company, the Company will pay
"AGENT" within three business days upon after any such transaction
under the following terms below:
Cash Compensation Fees: A success fee for debt and/or equity capital
raised by "AGENT" on behalf of Company shall be subject to the
following fee structure:
a. 10% of the amount for any capital raised
A success fee which shall be the identical terms as in Section II (i)
above of the Aggregate Consideration (except as further defined in
(iii) and (iv) below) received by Company from any Transaction closed,
including multiple successive Transactions, with an Investor Candidate
or a Strategic Candidate (or upon closing a Transaction with a Covered
Party, including multiple successive Transactions, within twelve months
after the Termination Date), which amount will be paid when the Company
receives the proceeds from the Transaction.
Restricted Stock: In connection with the compensation set forth
above, the Company agrees to grant "AGENT" 50,000 shares of restricted
stock per every $100,000 raised for a period of two (2) years.
For purposes of this Agreement, "introduced" means that "AGENT" shall
have brought the prospective Investor Candidate, Strategic Investor or
Transaction ("Investor Candidate") to the attention of the Company and
"AGENT" shall have been a procuring cause in its consummation of the
matter. "Procuring cause" shall mean that "AGENT" shall have
identified the Investor Candidate, the merger or acquisition candidate
or the Strategic Investor to Company and conducted initial qualifying
discussions regarding an Investment in or other Transaction with
Company, or caused the parties to have attended meetings for the
purpose of considering a Transaction.
For purposes of this Agreement, "Aggregate Consideration" shall mean
the total value of all cash, securities, other property and any other
consideration, including, without limitation (as, if and when
received), any contingent, earned or other assets or consideration,
paid or payable, directly or indirectly, in connection with the
Transaction, net of any indebtedness owed upon the same, it being the
intention of this provision that the Aggregate Consideration shall mean
the net equity value of any cash, tangible assets or measurable
intangible assets acquired by, invested in, loaned to or transferred to
the Company. If any non-cash consideration is a class of newly-issued,
publicly-traded securities, then the fair market value thereof shall be
the average of the closing prices for the twenty trading days
subsequent to the fifth trading day after the consummation of the
Transaction. If no public market exists for any securities issued in
the Transaction or a class of securities is not intended to be publicly
traded or convertible into publicly-traded securities, then the fair
market value thereof shall be determined by the valuation placed upon
these securities by the parties to the Transaction.
Section III: Indemnification
The Company agrees to indemnify and hold "AGENT", which terms for the
purposes of this Agreement include the partners, controlling persons,
officers, employees and agents of "AGENT", harmless from and against
any and all losses, claims, damages, costs, liabilities or expenses
(including reasonable attorney's fees and expenses), joint or several,
to which "AGENT" may become subject in connection with its performance
of the services described herein resulting from Company's material
breach of this Agreement, gross negligence, willful misconduct or
misfeasance, provided, however, that Company shall not be liable in any
such case to the extent that any such loss, claim, damage, liability,
cost or expense is found in a final judgment by a court of law to have
directly resulted from the gross negligence or willful misconduct of
"AGENT" .
Likewise "AGENT" agrees to indemnify and hold Company, which terms for
the purposes of this paragraph include the subsidiaries, partners,
controlling persons, officers, stockholders and employees of Company,
harmless from and against any and all losses, claims, damages, costs,
liabilities or expenses (including reasonable attorney's fees and
expenses), joint or several, to which Company may become subject
resulting from "AGENT's" material breach of this Agreement, gross
negligence, willful misconduct or misfeasance, provided however, that
"AGENT" shall not be liable in any such case to the extent that any
such loss, claim, damage, liability, cost or expense is found in a
final judgment by a court of law to have directly resulted from the
gross negligence or willful misconduct of Company.
Section IV: Other
Each party to this Agreement agrees to keep in strict confidence the
proprietary and non-public information of the other party during the
term of this Agreement and thereafter, provided however that the
foregoing shall not prohibit disclosures (i) pursuant to the exercise
of the parties' responsibilities under this Agreement; (ii) required by
law or legal process (provided notice is given prior to such
disclosure); or (iii) of matters which become public other than by the
actions of the disclosing party hereunder.
If "AGENT" completes the Private Placement or any other Transaction
pursuant to the Agreement, "AGENT" may, at its own expense, place an
announcement, subject to Company's prior consent and approval, in any
newspapers and periodicals it may select stating that "AGENT" has acted
as financial advisor, investment banker or placement agent for Company
in the Transaction.
MidSouth Capital Inc. is a registered broker dealer, whose address is
herein below for to this contemplated transaction.
MidSouth Capital Inc.
1050 Crown Pointe Parkway
Suite 200
Atlanta, GA 30338
Attention: Mr. Adam Cabibi
Telephone: (770) 804-3110
This agreement shall be construed in accordance with the laws of the
State of Georgia and the parties agree to submit themselves to the
jurisdiction of the courts located in that state, which shall be the
sole tribunals in which either party may institute and maintain a legal
proceeding against the other party arising from any dispute hereunder.
If any agreement, covenant, warranty or other provision of this
Agreement is invalid, illegal or incapable of being enforced by reason
of any rule of law or public policy, all other agreements, covenants,
warranties and other provisions of this Agreement shall, nevertheless,
remain in full force and effect. No waiver by either party of a breach
or non-performance of any provision or obligation of this Agreement
shall be deemed to be a waiver of any preceding or succeeding breach of
the same or any other provision of this Agreement. This Agreement is
the entire agreement of the parties with respect to the subject matter
hereof, supersedes all prior agreements and understandings, oral or
written, relating to the subject matter hereof, and may not be amended,
supplemented, or modified except by written instrument executed by all
parties hereto. Neither party may assign any of its rights or
obligations under this Agreement without the prior written consent of
the other party.
All notices or other communications under this Agreement must be in
writing and sent by prepaid, first class airmail, delivered by hand or
transmitted by facsimile or email to the email address or facsimile
number of the recipient set out below or such other address, email
address or facsimile number as may be furnished in writing by the
recipient to the other party. The addresses, email addresses and
facsimile numbers of the parties for purposes of this Agreement are:
Amerilithium Corp MidSouth Capital Inc
871 Coronado Center Drive 1050 Crown Pointe Pkwy
Suite 200 Suite 200
Henderson, NV 89052 Atlanta, GA 30338
Phone: 702-583-6212 Phone: 770-804-3110
Fax: 702-583-7790 Fax: 770-804-3119
If the foregoing is acceptable to you, please indicate your approval by
signing in the space provided and returning an executed copy of this
Agreement to us.
We are very enthusiastic about working with your team toward the
successful completion of this assignment. Understood and agreed, this
day 15th day of July2011.
Amerilithium Corp MidSouth Capital Inc.
/s/Matthew Worrall /s/Ron Bateh
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Mathew Worrall- CEO Ron Bateh - President
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