Exhibit 10.6





EXCLUSIVE FINDER’S AGREEMENT 


This Exclusive Finder’s Agreement (this “Agreement”)
is made as of June 18, 2009, between Eleven Good Energy, Inc., a Delaware
Corporation (the “Company”), and Jesup & Lamont Securities Corp., a New
York Corporation (the “Exclusive Finder”). The Exclusive Finder and the Company
agree:


	
  

 	
  

 	
  

 
	
 1.

 	
 Engagement
 of Exclusive Finder: The Company hereby engages the
 Exclusive Finder, and the Exclusive Finder hereby accepts such engagement, to
 act as the Company’s Exclusive Finder with respect to sales by the Company in
 a private placement transaction (the “Offering”) of up to $15 million
 aggregate principal amount of Equity, Equity-Related or Debt Securities (the
 “Securities”) of the Company to the investors during the term of this
 Agreement as set forth in Section 5. 

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Offering
 Procedures: The Exclusive Finder will introduce the
 Company to investors who the Exclusive Finder reasonably believes to be
 “accredited investors,” as that term is defined in Rule 501 of Regulation D
 promulgated under the Securities Act of 1933, as amended (the “1933 Act”),
 with whom the Exclusive Finder has a pre-existing substantive relationship
 (the “Offerees”).

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Exclusive
 Finder’s Compensation: In consideration for the
 services rendered by the Exclusive Finder hereunder, the Company shall pay to
 the Exclusive Finder, or cause the Exclusive Finder to be paid, compensation
 as provided in this section within 3 days of the Company’s receipt of funds
 from the Offerees.

 
	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 Retainer
 Compensation: The Company shall pay to the Exclusive Finder
 $40,000 US Dollars once this agreement has been signed. In addition, the
 Company shall issue 100,000 warrants shall have a strike price based on the
 market price of the next offering.

 
	
  

 	
  

 	
  

 
	
  

 	
  (b)

 	
 Cash
 Compensation: The Company shall pay to the Exclusive Finder
 cash compensation equal to ten percent (10%) of the gross Offering funds
 received in the Offering. 

 
	
  

 	
  

 	
  

 
	
  

 	
  (c)

 	
 Other
 Compensation: Jesup will work with other broker-dealers and
 compensate them from the ten percent (10%) of the cash compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
  (d)

 	
 Warrants:
 The Exclusive Finder shall receive 100,000 warrants per million dollars
 raised or 10% of shares issued whichever is greater. The 

 


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 warrant’s strike shall equal the strike, expiration
 and registration rights of any warrants sold to Offerees in the Offering, and
 if the Offering does not provide for the issuance of warrants, then the
 warrants issued to the Exclusive Finder shall have a strike price equal to
 the Offering price of any Equity or Equity-Related Securities sold, have a
 five-year term and cashless exercise after one year if the underlying shares
 are not then registered. The warrant shares shall have “piggyback”
 registration rights in any Private Offering, and will be backed by registered
 shares for any Registration Offering. Jesup & Lamont Sec. Corp. will also
 be entitled to compensation set forth in Section 3(a) resulting from any cash
 generated by the Company from the exercise of any warrants issued to
 investors introduced to the Company by the Exclusive Finder who participated
 in the Offering.

 
	
  

 	
  

 	
  

 
	
  

 	
  (e)

 	
 If, at any time prior to one year following the end
 of the Offering (the “Term”) the Company directly or indirectly sells, in a
 private transaction, any type of security to an investor with whom
 negotiations were initiated by the Exclusive Finder during the Term, the
 Company shall pay the Exclusive Finder the compensation to which it would be
 entitled under paragraph 3 if the transaction had occurred during the Term.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 For purposes of determining the Exclusive Finder’s
 compensation under this Section 3, the gross offering funds received in the
 Offering(s) shall include any amounts paid to the Company by investors in
 respect to an exercise or conversion of any of the Securities or Warrants,
 including the value allocated to any securities not issued pursuant to a
 “cashless exercise” or similar provision, whenever actually received by the
 Company.

 



          Certain Matters Relating to Exclusive Finder’s Duties:


	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 The Exclusive Finder’s responsibilities shall be
 limited to introducing potential investors to the Company, and the Exclusive
 Finder shall not have authority to offer or sell the Securities to any
 potential investor. Exclusive Finder shall not use any general solicitation
 or general advertising within the meaning of the applicable securities laws
 in connection with any offering. The Exclusive Finder shall have no
 responsibility to participate or assist in any negotiations between any
 potential investor and the Company. The Exclusive Finder will have no
 responsibility to act, and the parties contemplate that the Exclusive Finder
 will not act, as a broker or dealer with respect to the offer or sale of the
 Securities. Further, the Exclusive Finder shall have no responsibility for
 fulfilling any SEC reporting or filing requirements as relates to the 

 


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 Company provided however, Exclusive Finder agrees to
 provide Company with reasonable assistance related to any registration,
 qualification or other requirements of applicable securities laws and other
 regulatory matters, upon request of the Company.

 
	
  

 	
  

 	
  

 
	
  

 	
  (b)

 	
 The Exclusive Finder agrees to introduce the Company
 to Offerees only in states in which the Exclusive Finder has been advised by
 the Company that offers and sales of Securities can be legally made by the
 Company.

 
	
  

 	
  

 	
  

 
	
  

 	
  (c)

 	
 The Exclusive Finder shall perform its duties under
 this Agreement in a manner consistent with the instructions of the Company.
 Such performance shall include, but not be limited to, the delivery to each
 Offeree a current copy of the Private Placement Memorandum, Subscription
 Agreement and any Offering Questionnaire and/or similar documents provided to
 the Exclusive Finder by the Company, as such documents may be amended from
 time to time by the Company and delivered to the Exclusive Finder. The
 Exclusive Finder shall consecutively number each copy of the Private
 Placement Memorandum (which will include the first letter of the Exclusive
 Finder’s name or other identifying mark sufficient to designate an Offeree
 introduced by the Exclusive Finder); keep a log of when and to whom each copy
 of the Private Placement Memorandum is given, with the Private Placement
 Memorandum numbers; maintain a copy of any written information the Exclusive
 Finder obtains regarding the suitability of each Offeree; and only use the
 Private Placement Memorandum in introducing Offerees to the Company. The
 Exclusive Finder shall provide this log and all such written information to
 the Company at any time and promptly upon request of the Company at the
 termination of this Agreement. The Company shall, promptly following
 execution of this Agreement, provide the Exclusive Finder with a written list
 of prospective Offerees that the Company does not want the Exclusive Finder
 to contact. The Exclusive Finder agrees to not contact the persons on such
 list, and the Exclusive Finder shall not be entitled to the compensation set
 forth in Section 3 with respect to any investment made by such person in the
 Company’s Securities.

 
	
  

 	
  

 	
  

 
	
  

 	
  (d)

 	
 The Exclusive Finder is and will hereafter act as an
 independent contractor and not as an employee of the Company and nothing in
 this Agreement shall be interpreted or construed to create any employment,
 partnership, joint venture, or other relationship between the Exclusive
 Finder and the Company. The Exclusive Finder will not hold itself out as
 having, and will not state to any person that the Exclusive Finder has, any
 relationship with 

 


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 the Company other than as an independent contractor.
 The Exclusive Finder shall have no right or power to find or create any
 liability or obligation for or in the name of the Company or to sign any
 documents on behalf of the Company.

 
	
  

 	
  

 
	
 5.

 	
 Right
 of First Refusal. In consideration for the Finder acting
 as the finder in connection with the proposed offering, the Company hereby
 grants the Finder a right of first refusal to serve as the Company’s
 financial advisor and investment banker in connection with any financial
 transaction for a period of 1 year from the closing of the transaction. In
 the event the company advises the Finder that it desires to effect any
 financial transaction, the Company and the Finder will negotiate in good
 faith the terms of the Finder’s engagement in a separate agreement which would
 set forth, among other matters, compensation for the Finder based upon
 customary fees for the services provided. 

 
	
  

 	
  

 
	
 6.

 	
 Termination
 of Agreement. Either party may terminate this Agreement
 by notifying the other party in writing upon a material breach by that other
 party, unless such breach is curable and is in fact cured within 15 days
 after such notice. This Agreement will otherwise terminate upon completion or
 termination of the Offering. Notwithstanding the foregoing, the Company or
 Finder may terminate this Agreement following ninety (90) days after the date
 hereof upon written notice. Notwithstanding the foregoing, all provisions of
 this Agreement other than section 1, 2 and 3 shall survive the termination of
 this Agreement with respect to Offerees who the Exclusive Finder introduces
 to the Company prior to any termination with respect to the Offering. The
 Exclusive Finder shall be entitled to compensation under section 3 based on
 investments made by such Offerees prior to the termination of this Agreement
 or at any time within one year thereafter.

 
	
  

 	
  

 
	
 7.

 	
 Indemnification.
 The Company and the Exclusive Finder each shall indemnify and defend the
 other and the other’s affiliates, directors, officers, employees, agents,
 consultants, attorneys, accountants and other representatives (each an “Indemnified
 Person”) and shall hold each Indemnified Person harmless, to the fullest
 extent permitted by law, from and against any and all claims, liabilities,
 losses, damages and expenses (including reasonable attorney’s fees and
 costs), as they are incurred, in connection with the Offering, resulting from
 the indemnifying party’s negligence, bad faith or willful misconduct in
 connection with the Offering, any material violation by the indemnifying
 party (not caused by an Indemnified Person) of Federal or state securities
 laws in connection with the Offering, or any breach by the indemnifying party
 of this Agreement. In case any litigation or proceeding shall be brought
 against any Indemnified Person under this section, the indemnifying party
 shall be entitled to assume the defense of such 

 


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 litigation or proceeding with counsel of the
 indemnifying party’s choice at its expense (in which case the indemnifying
 party shall not be responsible for the fees and expenses of any separate
 counsel retained by such Indemnified Person, except in the limited
 circumstances described below in this section); provided, however, that such
 counsel shall be reasonably satisfactory to the Indemnified Person.
 Notwithstanding the indemnifying party’s election to assume the defense of
 such litigation or proceeding (a) such Indemnified Person shall have the
 right to employ separate counsel and to participate in the defense of such
 litigation or proceeding, and (b) the indemnifying party shall bear the
 reasonable fees, costs and expenses of separate counsel if (but only if) the
 use of counsel selected by the indemnifying party to represent such
 Indemnified Person would present such counsel with a conflict of interest
 under applicable laws or rules of professional conduct.

 
	
  

 	
  

 
	
 8.

 	
 Confidentiality
 of Offeree Information. The Company acknowledges that
 the identity of the Offerees, and all confidential information about Offerees
 received by the Company from an Offeree or the Exclusive Finder, is
 confidential information of the Exclusive Finder and may not be shared with
 any other person without the consent of the Exclusive Finder except to the
 extent that disclosure is required to meet with a governmental or regulatory
 request for information.

 
	
  

 	
  

 
	
 9.

 	
 Notices.
 Any notice, consent, authorization or other communication to be given
 hereunder shall be in writing and shall be deemed duly given and received
 when delivered personally, when transmitted by fax, three days after being
 mailed by first class mail, or one day after being sent by a nationally
 recognized overnight delivery service, charges and postage prepaid, properly
 addressed to the party to receive such notice, at the following address or
 fax number for such party (or at such other address or fax number as shall
 hereafter be specified by such party by like notice):

 






	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 If to the Company, to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Frederick C. Berndt

 
	
  

 	
  

 	
 CEO, Chairman

 
	
  

 	
  

 	
 Eleven Good Energy Inc.

 
	
  

 	
  

 	
 7090 Whipple Avenue

 
	
  

 	
  

 	
 North Canton, OH 44270

 
	
  

 	
  

 	
 Phone:
             (330) 492-3835

 
	
  

 	
  

 	
 Email:             fberndt@elevengoodenergy.com 

 
	
  

 	
  

 	
  

 
	
  

 	
  (b)

 	
 If to the Exclusive Finder, to:

 


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 Bill Corbett

 
	
  

 	
 Sr. Managing Director

 
	
  

 	
 Co-Head Investment Banking

 
	
  

 	
 150 California Street, 21st Floor

 
	
  

 	
 San Francisco, CA 94111

 
	
  

 	
 Phone:             (415)
 956-4253

 
	
  

 	
 Fax:                 (415)
 956-4192

 
	
  

 	
 E-Mail:            bcorbett@jesuplamont.com

 






	
  

 	
  

 
	
 10.

 	
 Company
 to Control Transactions. The prices, terms and
 conditions under which the Company shall offer or sell any Securities shall
 be determined by the Company in its sole discretion. The Company shall have
 the authority to control all discussions and negotiations regarding any
 proposed or actual offering or sale of Securities. Nothing in this Agreement
 shall obligate the Company to actually offer or sell any Securities or
 consummate any transaction. The Company may terminate any negotiations or
 discussions at any time and reserves the right not to proceed with any
 offering or sale of Securities. Compensation pursuant to this Agreement shall
 only be paid to the Exclusive Finder in the event of an actual Closing of the
 Offering to an Offeree introduced by Exclusive Finder. Notwithstanding the
 foregoing, an otherwise acceptable offer introduced by the Finder shall not
 be rejected in favor of another investor solely on the basis of obverting a
 fee otherwise earned by the Finder.

 
	
  

 	
  

 
	
 11.

 	
 Confidentiality
 of Company Information. The Exclusive Finder, and its
 officers, directors, employees and agents shall maintain in strict confidence
 and not copy, disclose or transfer to any other party (1) all confidential
 business and financial information regarding the Company and its affiliates,
 including without limitation, projections, business plans, marketing plans,
 product development plans, pricing, costs, customer, vendor and supplier
 lists and identification, channels of distribution, and terms of
 identification of proposed or actual contracts and (2) all confidential
 technology of the Company. In furtherance of the foregoing, the Exclusive
 Finder agrees that it shall not transfer, transmit, distribute, download or
 communicate, in any electronic, digitized or other form or media, any of the
 confidential technology of the Company. The foregoing is not intended to
 preclude the Exclusive Finder from utilizing, subject to the terms and
 conditions of this Agreement, the Private Placement Memorandum and/or other
 documents prepared or approved by the Company for use in the Offering.

 
	
  

 	
  

 
	
  

 	
 All communications regarding any possible
 transactions, requests for due diligence or other information, requests for
 facility tours, product demonstrations or management meetings, will be
 submitted or directed to the Company, and the 

 


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 Exclusive Finder shall not contact any employees,
 customers, suppliers or contractors of the Company or its affiliates without
 express permission. Nothing in this Agreement shall constitute a grant of
 authority to the Exclusive Finder or any representatives thereof to remove,
 examine or copy any particular document or types of information regarding the
 Company, and the Company shall retain control over the particular documents
 or items to be provided, examined or copied. If the Offering is not
 consummated, or if at any time the Company so requests, the Exclusive Finder
 and its representatives will return to the Company all copies of information
 regarding the Company in their possession.

 
	
  

 	
  

 
	
  

 	
 The provisions of this Section shall survive any
 termination of this Agreement.

 
	
  

 	
  

 
	
 12.

 	
 Press
 Releases, Etc. The Company shall control all press
 releases or announcements to the public, the media or the industry regarding
 any offering, placement, transaction or business relationship involving the
 Company or its affiliates. Except for communication to Offerees in
 furtherance of this Agreement and the provision of the Private Placement
 Memorandum, the Exclusive Finder will not disclose the fact that discussions
 or negotiations are taking place concerning a possible transaction involving
 the Company, or the status or terms and conditions thereof. Nothing
 herein shall preclude the Exclusive Finder from disclosing to prospective
 Offerees the existence and terms of it Consulting Agreement with the Company.Notwithstanding
 the foregoing, the Company agrees to issue a press release prior to the
 opening of the market on the business day following the Company’s receipt of
 executed agreements binding Offerees to purchase Securities in at least the
 amount of the minimum Offering (if there is any such minimum) setting forth
 the material terms of the Offering. Notwithstanding the foregoing, the Finder
 shall have the right to refer to any successful Offering in its Pitchbook or
 other advertising.

 
	
  

 	
  

 
	
 13.

 	
 Due
 Diligence: Neither the Company, nor any of its
 directors, officers or shareholders, should, in any way rely on the Exclusive
 Finder to perform any due diligence with respect to the Company. It is
 expressly understood and agreed that to the extent due diligence is
 conducted; it will be conducted by the investors.

 
	
  

 	
  

 
	
 14.

 	
 Expenses,
 Etc. The compensation described in Section 3 of this
 Agreement shall be the Exclusive Finder’s sole compensation for all of its
 services and efforts to the Company and its affiliates, in connection with
 any offering or placement of Securities. Notwithstanding the foregoing,
 however, while the Exclusive Finder shall pay all of its own costs and
 expenses exceeding ten thousand ($10,000) in carrying out its activities
 hereunder; the Company will reimburse the Exclusive Finder for the first
 $10,000 of aforementioned expenses after they have been incurred by the
 Exclusive Finder, and an itemized accounting has been provided 

 


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 to the Company. The Company further agrees to
 reimburse for legal expenses not to exceed $25,000. The Exclusive Finder
 shall be exclusively responsible for any compensation, fees, commissions or
 payments of its employees, agents representatives, co-Exclusive Finders or
 other persons or entities utilized by it in connection with its activities on
 behalf of the Company, and the Exclusive Finder will indemnify and hold harmless
 the Company and its affiliates from the claims of any such persons or
 entities.

 
	
  

 	
  

 
	
 15.

 	
 Compliance
 with Laws. The Exclusive Finder represents and warrants
 that it is a duly registered broker/dealer and in good standing with the SEC,
 NASD and the State of New York and has and shall maintain such registrations
 as well as all other necessary licenses and permits to conduct its activities
 under this Agreement, which it shall conduct in compliance with applicable
 federal and state laws relating to a private placement under Regulation D of
 the 1933 Act. The Exclusive Finder represents that it is not a party to any
 other agreement, which would conflict with or interfere with the terms and
 conditions of this Agreement.

 
	
  

 	
  

 
	
 16.

 	
 Continuity
 In the event of disruption of employment of Bill Corbett with Jesup &
 Lamont Sec. Corp., all benefits of this agreement will adhere to Bill
 Corbett.

 
	
  

 	
  

 
	
 17.

 	
 Assignment
 Prohibited. No assignment of this Agreement shall be
 made without the prior written consent of the other party.

 
	
  

 	
  

 
	
 18.

 	
 Amendments.
 Neither party may amend this Agreement or rescind any of its existing
 provisions without the prior written consent of the other party.

 
	
  

 	
  

 
	
 19.

 	
 Governing
 Law. This Agreement shall be deemed to have been made
 in the State of New York and shall be construed, and the rights and
 liabilities determined, in accordance with the law of the State of New York,
 without regard to the conflicts of laws rules of such jurisdiction.

 
	
  

 	
  

 
	
 20.

 	
 Waiver.
 Neither Exclusive Finder’s nor the Company’s failure to insist at any time
 upon strict compliance with this Agreement or any of its terms nor any
 continued course of such conduct on their part shall constitute or be
 considered a waiver by Exclusive Finder or the Company of any of their
 respective rights or privileges under this Agreement.

 
	
  

 	
  

 
	
 21.

 	
 Severability.
 If any provision herein is or should become inconsistent with any present or
 future law, rule or regulation of any sovereign government or regulatory body
 having jurisdiction over the subject matter of this Agreement, such provision
 shall be deemed to be rescinded or modified in accordance with such law, rule
 or regulation. In all other respects, this Agreement shall continue 

 


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 to remain in full force and effect.

 
	
  

 	
  

 
	
 22.

 	
 Counterparts.
 This Agreement may be executed in one or more counterparts, each of which
 shall be deemed an original, and will become effective and binding upon the
 parties at such time as all of the signatories hereto have signed a
 counterpart of this Agreement. All counterparts so executed shall constitute
 one Agreement binding on all of the parties hereto, notwithstanding that all
 of the parties are not signatory to the same counterpart. Each of the parties
 hereto shall sign a sufficient number of counterparts so that each party will
 receive a fully executed original of this Agreement. 

 
	
  

 	
  

 
	
 23.

 	
 Entire
 Agreement. This Agreement and all other agreements and
 documents referred herein constitutes the entire agreement between the
 Company and the Exclusive Finder. No other agreements, covenants,
 representations or warranties, express or implied, oral or written, have been
 made by any party hereto to any other party concerning the subject matter
 hereof. All prior and contemporaneous conversations, negotiations, possible
 and alleged agreements, representations, covenants and warranties concerning
 the subject matter hereof are merged herein. This is an integrated Agreement.

 
	
  

 	
  

 
	
 24.

 	
 Arbitration.
 The parties agree that this Agreement and all controversies which may arise
 between the Exclusive Finder and the Company, whether occurring prior, on or
 subsequent to the date of this Agreement, will be determined by arbitration.
 The parties understand that:

 






	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 Arbitration is final and binding on the parties.

 
	
  

 	
  

 	
  

 
	
  

 	
  (b)

 	
 The parties are waiving their right to seek remedies
 in court, including the right to a jury trial.

 
	
  

 	
  

 	
  

 
	
  

 	
  (c)

 	
 Pre-arbitration discovery is generally more limited
 than and different from court proceedings.

 
	
  

 	
  

 	
  

 
	
  

 	
  (d)

 	
 The arbitrators’ award is not required to include
 factual findings or legal reasoning and any party’s right to appeal or to
 seek modification or rulings by the arbitrators is strictly limited.

 
	
  

 	
  

 	
  

 
	
  

 	
  (e)

 	
 The panel of arbitrators will typically include a
 minority of arbitrators who were or are affiliated with the securities
 industry.

 


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          The
parties agree that any arbitration under this Agreement will be held at the
facilities of and before an Arbitration Panel appointed by the National
Association of Securities Dealers, Inc. (“NASD”), or if the NASD refuses to
accept jurisdiction, then before JAMS/ENDISPUTE in New York, New York. The
award of the arbitrators, or of the majority of them, will be final, and
judgments upon the award may be entered in any court, state or federal, having
jurisdiction. The parties hereby submit themselves and their personal
representatives to the jurisdiction of any state or federal court for the
purpose of such arbitration and entering such judgment.


          Any
forbearance to enforce an agreement to arbitrate will not constitute a waiver
of any rights under this Agreement except to the extent stated herein.


          THIS
AGREEMENT IS GOVERNED BY A PRE-DISPUTE ARBITRATION CLAUSE CONTAINED IN
PARAGRAPH 23 OF THIS AGREEMENT


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Jesup & Lamont Securities Corp. (the “Exclusive
 Finder”)

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Bill Corbett

 	
  

 
	
  

 	
 Title: Sr. Managing Director

 	
  

 
	
  

 	
           Co-Head
 Investment Banking

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Eleven Good Energy Inc. (the “Company”)

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Frederick C. Berndt

 	
  

 
	
  

 	
 CEO, Chairman

 	
  

 


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