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Financial Advisory And Consulting Agreement

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This Agreement is made and entered into as of this day of , 1996 [the effective date of the Registration Statement], by and between Imatec, Ltd., a Delaware corporation (the "Company"), and A.S. Goldmen & Co., Inc. (the "Consultant").


In consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:


1. Purpose. The Company hereby retains the Consultant during the term specified in Section 2 hereof to render consulting advice to the Company as an investment banker relating to financial and similar matters, upon the terms and conditions as set forth herein.


2. Term. Subject to the provisions of Section 8, 9 and 10 hereof, this Agreement shall be effective for a period of twenty four (24) months commencing , 1996 [the effective date of the Registration Statement].


3. Duties of Consultant. During the term of this Agreement, the Consultant will provide the Company with such regular and customary consulting advice as is reasonably requested by the Company, provided that the Consultant shall not be required to undertake duties not reasonably within the scope of the consulting advisory service contemplated by this Agreement. In performance of these duties, the Consultant shall provide the Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of the Consultant's advice is not measurable in any quantitative manner, and that the Consultant shall be obligated to render advice, upon the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in doing so. The Consultant's duties may include, but will not necessarily be limited to:


A. Providing sponsorship and exposure in connection with the dissemination of corporate information regarding the Company to the investment community at large under a systematic planned approach.


B. Rendering advice and assistance in connection with the preparation of annual and interim reports and press releases.


C. Arranging, on behalf of the Company and its representatives, at appropriate times, meetings with securities analysts of major regional investment banking firms.


D. Assisting in the Company's financial public relations, including discussions between the Company and the financial community.


E. Rendering advice with regard to internal operations, including:


(1) advice regarding the formation of corporate goals and
their implementation;


(2) advice regarding the financial structure of the Company
and its future divisions or subsidiaries, if any, or any
programs and projects of such entities;


(3) advice concerning the securing, when necessary and if
possible, of additional financing through banks, insurance
companies and/or other institutions; and


(4) advice regarding corporate organization and personnel.


F. Rendering advice with respect to any acquisition program of the Company.


G. Rendering advice regarding a future public or private offering of securities of the Company or of any future subsidiary.


4. Relationships with Others. The Company acknowledges that the Consultant and its affiliates are in the business of providing financial service and consulting advice (of all types contemplated by this Agreement) to others. Nothing herein contained shall be construed to limit or restrict the Consultant or its affiliates from rendering such services or advice to others.


5. Consultant's Liability. In the absence of gross negligence or willful misconduct on the part of the Consultant or the Consultant's breach of this Agreement, the Consultant shall not be liable to the Company, or to any officer, director, employee, shareholder or creditor of the Company, for any act or omission in the course of or in connection with the rendering or providing of advice or services hereunder. Except in those cases where the gross negligence or misconduct of the Consultant or the breach by the Consultant of this Agreement is alleged and proven, the Company agrees to defend, indemnify and hold the Consultant harmless from and against any and all reasonable costs, expenses and liability (including, but not limited to, attorneys' fees paid in the defense of the Consultant) which may in any way result from services rendered by the Consultant pursuant to or in any connection with this Agreement.


6. Expenses. The Company, upon receipt of appropriate supporting documentation, shall reimburse the Consultant for any and all reasonable out-of-pocket expenses incurred by the Consultant in connection with services rendered by the Consultant to the Company pursuant to this Agreement, including, but not limited to, hotel, food and associated expenses, all charges for travel and long-distance telephone calls and all other expenses incurred by the Consultant in connection with services rendered by the Consultant


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to the Company pursuant to this Agreement. Expenses payable under this Section 6 shall not include allocable overhead expenses of the Consultant, including, but not limited to, attorneys' fees, secretarial charges and rent.


7. Compensation. As compensation for the services to be rendered by the Consultant to the Company pursuant to Section 3 hereof during the term set forth in Section 2 hereof, the Company shall pay the Consultant a financial consulting fee of two thousand dollars ($2,000) per month, all of which (an aggregate of forty eight thousand dollars ($48,000)) shall be paid by the Company on , 1996 [the closing date of the initial public offering].


8. Other Advice. ln addition to the duties set out in Section 3 hereof, the Consultant agrees to furnish advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties, license and royalty agreements and any other financing (other than the private or public sale of the Company's securities for cash), including, but not limited to, the sale of the Company itself (or any significant percentage, subsidiaries or affiliates thereof).


In the event that any such transactions are directly or indirectly originated by the Consultant for a period of five (5) years from the date hereof, the Company shall pay fees to the Consultant as follows:


Legal Consideration Fee
------------------- ---


$-0- - $3,000,000 5% of legal consideration


$3,000,000 - $4,000,000 4% of excess over $3,000,000


$4,000,000 - $5,000,000 3% of excess over $4,000,000


over $5,000,000 2% of excess over $5,000,000


Legal Consideration is defined, for purposes of this Agreement, as the total of stock (valued at market on the day of closing, or if there is no public market, valued at fair market value as agreed or, if not, by an independent appraiser), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders (all valued at fair market value as agreed or, if not, by an independent appraiser), irrespective of period of payment or terms.


9. Sales or Distributions of Securities. If the Consultant assists the Company in the sale or distribution of securities to the public or in a private transaction, th
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