Agency Agreement
Category: 270 Legal Recent Posts, Agency, Entertainment Agreements
AGENCY AGREEMENT
June 22, 2007
Red Mile Entertainment, Inc.
4000 Bridgeway, Suite 101
Sausalito, California 95965
Attention: Chester P. Aldridge
Dear Sirs:
Re: Issue and Sale of Units
J.F. Mackie & Company Ltd. (the “Agent”) understands that Red Mile Entertainment Inc. (the “Corporation”) proposes to sell and issue up to 4,000,000 units (the “Units”) of the Corporation at a price of US$2.50 per Unit, each Unit being comprised of one common share (“Common Share”) of the Corporation and 0.2 of one warrant (”Warrant”) of the Corporation (the “Offering”). Each whole Warrant shall entitle the holder thereof to acquire, for no additional consideration, one Common Share in the event that a Liquidity Transaction (as defined herein) is not unconditionally completed by the Corporation prior to the date that is eight months following the Closing Date.
Subject to the terms and conditions hereof, the Agent agrees to act as, and the Corporation appoints the Agent as, the sole and exclusive agent of the Corporation to offer for sale on the Closing Date on a private placement basis the Units in the Provinces of Alberta, British Columbia, Saskatchewan, Ontario and Nova Scotia (the “Selling Jurisdictions”) and to use its commercially reasonable best efforts to secure subscriptions therefor, provided that the Agent shall be under no obligation to purchase any of such Units as principal. The Agent shall be entitled in connection with the offering and sale of the Units to retain as sub-agents other registered securities dealers and may receive (for delivery to the Corporation at the Closing Time) subscriptions for Units from other registered securities dealers. The fee payable to such sub-agents shall be for the account of the Agent.
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