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Financial Advisory Agreement

This is an actual contract by Anchor Pacific Underwriters.
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This exclusive Financial Advisory Agreement ("FAA") is entered into as of this 17th day of December, 1996, between Anchor Pacific Underwriters, Inc., herein referred to as the "Company", "Principal" or "Client", and The Private Financing Group ("TPFG"), with offices at 2659 Townsgate Road, Suite 101, Westlake Village, CA 91361. The "Client's" business address is 1800 Sutter Street, Suite 400, Concord, CA 94520, telephone number 510/682-7707.


1. On the terms and conditions set forth herein, the "Client" engages "TPFG" as
a Financial Advisor, and "TPFG" accepts such engagement on an exclusive

2. Advisory Services: "TPFG" agrees to advise and assist the "Client" on a
best efforts, non guarantee basis, in some or all of the following areas:
planning, balance sheet analysis, locating investors, joint venture, merger
partners, or funding sources, reviewing overall business needs and in
promoting the internal and external business goals of the "Client". For the
purpose of this "FAA", Parties introduced to the "Client" related to any or
all of the above activities, or Sources introduced to the "Client" by a
party(ies) introduced to the "Client" by "TPFG" shall be defined as
"Introduced Party". Common sense and reasonableness will be used as the
standard to define "Introduced Party". The "Client" agrees and acknowledges
that they have provided specific direction to "TPFG", with regard to capital
requirements, structure and aggregate amounts of capital required by the
"Client" in order for "TPFG" to carry out its advisory assignment.

3. Advisory Compensation:

a. Advisory Consulting fees: $15,000 per month commencing on the signature
date of this "FAA" and each twenty (20) business days thereafter.
Advisory Consulting Fees are due, payable and fully earned on the first
day of each 20 business day cycle. The Advisory Consulting Fees will be
applicable and payable from the date of the signing of this "FAA" for a
period of six (6) months. Advisory Consulting Fees may be extended with
the mutual consent of the client and "TPFG". Please refer to
cancellation Section 5, page 3.

b. Advisory Bonus:

(1) If an "Introduced Party" enters into an Agreement with the
"Client", the "Client" shall immediately pay "TPFG", for each
funding, a percentage of the gross funding or gross line of credit
amount without reductions for other parties' fees, expenses, etal.,
between the "Client" and the "Introduced Party" according to the
following schedule: ("TPFG" at its sole discretion, may establish
an escrow account to disburse funds to appropriate parties.)

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Up to $ 5.0 million: 7.50% Plus;
From $ 5.1 million to $ 8.0 million: 7.00% Plus;
From $ 8.1 million to $10.0 million: 6.55% Plus;
From $10.1 million to $15.0 million: 6.35% Plus;
Over $15.1 million: 5.00%.

c. Warrants: Warrants for Common Stock will be issued to "TPFG" according
to the following funding schedule, each exercisable at any time, at or
after a public offering at the discretion of "TPFG", or the private sale
of the "Client". Company Warrants for Common Stock will be issued to
"TPFG" according to the schedule below for monies received by the
"Client" as per Section 7., page 3. Terms of Agreement. The Warrant
percentages below are to be applied to monies raised per the Funding
Schedule, shares issued to an "Introduced Party" for each funding plus
any shares issued pursuant to any other rights present and/or

--- ---

made available in all other agreements and securities issued after
the Contract Signature Date that confer a right to obtain Common
Stock by their terms, such as Stock Options or Warrants.

---------------- --------------
Up to $ 5.0 million: 6.00% Plus;
From $ 5.1 million to $ 8.0 million: 7.05% Plus;
From $ 8.1 million to $10.0 million: 7.15% Plus;
From $10.1 million to $15.0 million: 7.25% Plus;
Over $15.1 million: 7.50%.

(1) Exercise Price: $1.35 for each share of Common Stock of the

(2) Registration Rights: At any time, more than one (1) year
following the Closing Date of the Offering, "TPFG" shall have
a one time demand registration rights, subject to reasonable
and customary terms, to cover its shares of Common Stock.

(3) Selling Expenses: All expenses and fees relating to the
registered sale of Common Stock, including the fees and
expenses of "TPFG". Common Stock, including the fees and
expenses of "TPFG's" counsel, in all demand and "piggyback"
registrations, shall be paid by the "Company".

(4) Anti-Dilution and Net Exercisability: Customary terms and

(5) "Piggyback" Rights: "TPFG" shall have the right to participate
on a pro-rata basis and on customary terms, in any and all
public offerings of Common Stock by the "Company".

(6) Right of First Refusal: "TPFG" shall have the right to
purchase, on the same basis as all other purchasers, its pro-
rata share, assuming full exercise of Warrants, of any and
all issuances of Common Stock or Options, Warrants, other
rights or securities exercisable, convertible or exchangeable
for shares of Common Stock.

(7) Warrant Convertibility: The "Client" shall promptly (no less
than 45 days) give "TPFG" notice in the event the "Client" is
sold or there is a change in control of the "Company". In such
instance "TPFG" shall have the right to exercise the Warrants
and receive all the rights and powers received by the
Shareholders of the "Client's" Common Stock, including
registration rights and other customary rights.

d. Stock Options: "TPFG" is hereby granted Stock Option rights to purchase
"Client's" Common Stock at $1.35 per common share. "TPFG" may invest,
at their discretion, up to 60% of their earned Advisory Bonus to
purchase said Options. These Stock Options are granted for a four (4)
year period beginning from receipt of funds by the "Client" and are
earned for monies received by the "Client" during the "Full Agreement
Term", thirty six (36) months from the Contract Signature Date from
"Introduced Parties". It is also agreed that "TPFG" will receive a copy
of the "Client's" Stock Option Plan and has the right to inspect any
document associated with same.

e. Business Plan Retainer: Evaluation, rewrite, or writing of a new or
existing Business Plan shall cost $11,600 and require an initial
retainer payment of $6,750 if required by "Client". All Business Plan
related expenses such as, but not limited for the plan, printing and
binding will be billed to and payable by "Client" at cost.

f. Break-Up Fee: Should "Cl
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