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FINDER AGREEMENT Marta (002 - 0)
FINDER AGREEMENT Marta (002 - 0)
DCB INVEST, a Maryland LLC situated at 3503 Glen Avenue, Baltimore Maryland 21215, owned by OPLDC
INVEST LLC and BRAUMAN FUNDS EQUITY and duly represented by Mr David BRAUMAN of French
nationality, residing at 12 Place du Général Kœnig 75017 Paris and born on July 4 th 1982 and Mr Laurindo
FIGUEIREDO DA COSTA, residing at Calle Diputacio 296, 08009 Barcelona Spain, of Portuguese nationality
and born on June 4th 1979
(the "Company");
AND
Marta RODRIGUEZ, entrepreneur, residing at 106 rue Ordener, Paris France 75018, of Spanish nationality
and born on March 20th 1980;
(the "Finder").
Recitals
C. In that regard, DCB INVEST and Finder have decided to work together.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties
covenant and agree as follows:
“Adverse Proceeding” means any action, suit, proceeding, hearing (in each case, whether administrative,
judicial or otherwise), governmental investigation or arbitration at law or before or by any governmental
authority, domestic or foreign at the time of the signature of the present Agreement.
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“Finder” has the meaning given to it in the preamble to this Agreement.
“Future Adverse Proceeding” means any action, suit, proceeding, hearing (in each case, whether
administrative, judicial or otherwise), governmental investigation or arbitration at law or before or by any
governmental authority, domestic or foreign after the time of the signature of the present Agreement.
“Investor” means any person and/or corporation which a. invests in Company and b. which has been
initially introduced to Company by Finder.
“Material Adverse Effect” means a material adverse effect on and/or material adverse developments with
respect to (i) the business, operations, properties, assets or financial condition of the Company; and (ii) the
ability of Company or Finder to fully and timely perform its obligations as and when due.
“Person” means and includes natural persons, corporations, limited partnerships, general partnerships,
limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures,
associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations,
whether or not legal entities, and Governmental Authorities.
“Projects” means the project to purchase, renovate, rent and sell Real Estate Assets (defined hereunder) in
Baltimore.
“Real Estate Asset” means each parcel of real property owned or leased by Company.
“Transaction Value” means the amount invested solely after such amount is clearly in the account of
Company minus any cost(s) associated with such amount with the exception of Finder’s remuneration.
The Company:
a) is duly organized, validly existing and in good standing under the laws of Maryland, its jurisdiction of
organization;
b) has all requisite power and authority to own and operate its properties, to carry on its business as
now conducted.
The Finder has all requisite power and authority to carry on its business as now conducted and as proposed
to be conducted, and to carry out the present Agreement.
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There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to
have a Material Adverse Effect on Company or Finder.
Neither Company nor Finder is not subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign,
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Finder will work in conjunction with Company and use its best efforts to facilitate the completion of a
transaction that will achieve [COMPANY NAME]’s requirements. The services to be performed by ATP
include, but are not limited to:
1. Advise and assist Company in determining details of any capital raising initiative.
2. Assist in preparing and/or ameliorating a descriptive memorandum of Company and its operations
and finances for use in discussions with potential Investors.
3. Identify, screen and prepare potential Investors, for the purpose of establishing which potential
Investors will be approached and in what order.
4. Contact, establish and attend exploratory meetings with potential Investors.
5. Develop judgments as to the relative values and financial implications to Company and any proposed
Transaction and then, in consultation with Company and legal, accounting and/or tax advisers if
Company deems it appropriate, advise Company on appropriate negotiating strategies and, to the
extent deemed appropriate, assist and/or direct negotiations leading to a conclusion of the proposed
Transaction.
6. Finder can at no charge, if requested by Company, manage all communication services, including
mail. This can also include, but is not limited to, the collection of funds and processing of funds.
It is important to note that this Agreement encompasses investments which amount to a total of 5
MILLION Euros (5,000,000.00 €) or less. If and when the total amounts exceed such amount, an annex will
be drafted and signed.
Section 4. Compensation
Finder shall be compensated in the amount of 3% of the Transaction Value for each full and complete year
that the Investor(s) in question continue to participate in their investment.
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Commission as cash consideration is invoiced fortnightly once the first dollar ($) has been raised. Company
shall pay commission invoices within 30 days of invoice date.
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Section 5. Costs and Expenses
The expenses that Finder incurs solely in the context of the present Agreement shall be reimbursed by
Company for any amount up until Five Thousand Euros (5000.00 €). For the compensation to occur, it is
necessary that Finder presents valid bills which correspond with the aforesaid expenses.
The Company shall not be liable to Finder for any indirect, special, consequential or punitive damages
whatsoever, whether grounded in tort (including negligence), strict liability, contract or otherwise.
Section 7. Severability
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid
under such law, such provision shall be ineffective only to the extent and duration of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Agreement.
Section 8. Notice
Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration or other
communication with respect to the subject matter hereof shall be in writing, and shall be deemed to have
been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by hand
delivery or delivery by an overnight express service or overnight mail delivery service; or (ii) email with
confirmation of receipt. Each case addressed to the party to be notified as follows:
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or to such other address as each party may designate for itself by like notice.
This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the
subject matter hereof and thereof, and supersedes and replaces in its entirety any prior proposals, term
sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to
the subject matter hereof or thereof (including Company’s brochure). None of the terms of this Agreement
may be amended except by an instrument executed by each of the parties hereto.
The parties hereto have participated jointly in the negotiation of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provisions of this Agreement.
The present loan shall rank senior to and shall not be subordinated to any future indebtedness debt of the
Company.
The Company shall preserve and maintain its existence and shall comply in all material respects, with all
applicable laws, rules, regulations and orders.
This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of
Maryland, excluding conflict of laws principles that would cause the application of laws in other
jurisdictions.
All judicial proceedings arising in or under or related to this Agreement may be brought in any state or
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federal court located in the State of Maryland.
Finder acknowledges that certain items in the context of this Agreement provided to Finder by Company
are confidential and proprietary information of Company, if and to the extent such information either (i.) is
marked as confidential by Company at the time of disclosure, or (ii.) should reasonably be understood to
be confidential.
Accordingly, Finder agrees that any confidential information it may obtain in the course of acquiring,
administering, or perfecting Finder’s security interest in the Collateral shall not be disclosed to any other
Person or entity in any manner whatsoever, in whole or in part, without the prior express and written
consent of Company.
The term of this Agreement shall commence upon the date of the present Agreement and shall continue
for a period of one year, unless sooner terminated hereunder.
Termination of this Agreement may be made by either party upon written notice to the other party at least
30 days prior to such termination. However, Company agrees to extend the terms of the Agreement for
two months following the date of termination, but solely regarding any Transactions with any Investor(s)
previously introduced in writing to Company that is the sole a result of Finder’s documented efforts prior
to the date of termination.
Finder specifically agrees that during prior to the termination of this Agreement, and for a period of 2 years
thereafter, Finder will not engage, directly or indirectly, either as a finder, proprietor, stockholder, partner,
officer, employee or otherwise, in activities which are the same or similar to those of the Projects.
This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts, and by different parties hereto in separate counterparts, each of which when so
delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered
by their respective agents thereunto duly authorized as of the date first written above.
Company: Finder:
Title: ______________
Accepted in ____________________
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