Looking for an agreement? Search from over 1 million agreements now.

Financial Advisory Service Agreement

This is an actual contract by American Independence.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Insurance
Effective Date: May 23, 2001
Related Agreement Types:
Search This Document
Exhibit 10.19

Financial Advisory Services Agreement With Bear, Stearns & Company, Inc.


May 23, 2001

SoftNet Systems, Inc. 650 Townsend Street Suite 225 San Francisco, CA 94103

Attention: Mr. Ronald Simon Acting Chairman, CEO and CFO

This letter confirms the agreement (the "Agreement") between SoftNet Systems, Inc. ("SoftNet" or the "Company") and Bear, Stearns & Co. Inc. ("Bear Stearns") as follows:

1. The Company hereby engages Bear Stearns to act as its exclusive
financial advisor with respect to a review of the strategic
alternatives for the Company, including but not limited to, an
acquisition, a sale of the Company, or any transaction in which capital
or other assets are distributed to the Company's shareholders.

2. Bear Stearns hereby accepts the engagement and, in that connection,
agrees to:

(a) Undertake, in consultation with members of the Company's
management and its Board of Directors, a study and analysis of
the business, operations, financial condition and intangible
assets of the Company;
(b) Assist the Company in identifying and evaluating potential
acquisitions or merger candidates (the "Other Party(ies)"), as
well as other transactions designed to increase shareholder
value including without limitation recapitalizations,
dividends and liquidation, such transactions to constitute
"strategic transactions;
(c) Undertake, in consultation with members of management, a
comprehensive business and financial analysis of potential
acquisitions and strategic transactions, including a strategic
transaction feasibility study and valuation and pricing
(d) Present our analyses to the Board of Directors for their
(e) To the extent requested by the Company, assist in structuring,
analyzing financing alternatives for and negotiating
specific Transactions (as defined below);
(f) If requested by the Company and appropriate, render an opinion
(the "Opinion") as to the fairness, from a financial point of
view, to the Company's public unaffiliated shareholders of any
proposed Transaction; and,
(g) Be available at the Company's request to meet with its Board
of Directors to discuss a proposed Transaction and its
financial implications.

3. For purposes hereof, a "Transaction" shall mean any transaction or
series or combination of transactions, whereby, directly or indirectly,
control of or a material interest in the Company or the Other Party or
any of their respective businesses or assets is transferred for
consideration, including, without limitation, issues of capital stock
in connection with an acquisition or combination, a sale or exchange of
capital stock or assets, a lease of assets with or without a purchase
option, a merger or consolidation, a tender or exchange offer, a
leveraged buy-out, a recapitalization, the formation of a joint
venture, minority investment or partnership, an unusual dividend, a
dissolution, or any similar transaction. For the terms of this
engagement, Transaction shall also be defined to include any
transaction or series or combination of transactions, whereby the
assets of the Company are distributed to Company shareholders upon
liquidation of its business.

4. In connection with Bear Stearns' engagement, the Company will furnish
Bear Stearns with all information concerning the Company which Bear
Stearns deems appropriate and will provide Bear Stearns with access to
the Company's officers, directors, employees, accountants, counsel and
other Representatives

(collectively, the "Representatives").

The Company recognizes and confirms that in performing its duties
pursuant to this Agreement, Bear Stearns will be using and relying
entirely on data, material and other information (the "Information")
furnished by the Company and its Representatives. The Company hereby
agrees and represents that all Information furnished to Bear Stearns
pursuant to this Agreement shall be accurate and complete in all
material respects at the time provided, and that if the Information
becomes inaccurate, incomplete or misleading during the term of Bear
Stearns' engagement hereunder, the Company shall so notify Bear Stearns
in writing. The Company further represents and warrants that any
projections or other Information provided by it to Bear Stearns will
have been prepared in good faith and will be based upon assumptions
which in light of the circumstances under which they are made, are
reasonable. Accordingly, Bear Stearns assumes no responsibility for the
accuracy and completeness of the Information. In rendering its services
hereunder, Bear Stearns will be using and relying upon the Information
without independent investigation or verification thereof or
independent evaluation of any of the assets or liabilities of the
Company. All material non-public information concerning the Company
which is given to Bear Stearns will be used solely in the course of the
performance of Bear Stearns' services hereunder and will be treated
confidentially by Bear Stearns for so long as its remains non-public.
Except as otherwise required by law, Bear Stearns will not disclose
this Information to any third party without the Company's consent.
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service