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Letter Agreement
Letter Agreement (31K)
Doc #197975: Click preview link for longer preview.
[RYAN BECK & CO., INC. LETTERHEAD]
____________, 2004
Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
This letter, when executed by the parties hereto, will constitute an
agreement between Bakers Footwear Group, Inc., a Missouri corporation (the
"Company"), and Ryan Beck & Co., Inc. ("RBCO"), pursuant to which the Company
agrees to retain RBCO and RBCO agrees to be retained by the Company under the
terms and conditions set forth below.
1. The Company hereby retains RBCO to render consulting advice to the
Company as an investment banker relating to financial and similar matters. In
this regard, subject to the terms and conditions set forth herein, RBCO shall
furnish to the Company advice and recommendations with respect to such aspects
of the business and affairs of the Company as the Company shall, from time to
time, reasonably request upon reasonable notice.
2. This Agreement shall be effective for a period of two (2) years
commencing ___________, 2004 (the "Term"). RBCO may terminate this Agreement
upon ten (10) days prior written notice to the Company. Paragraphs 5, 14, 15 and
16 shall survive the expiration or termination of this Agreement under all
circumstances.
3. During the Term of this Agreement, RBCO will provide the Company
with such regular and customary consulting advice as is reasonably requested by
the Company, provided that RBCO 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, RBCO 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 RBCO's advice is not measurable in
any quantitative manner, and that RBCO 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. RBCO shall act in the following
capacities in any of the following transactions (each a "Transaction" and,
collectively, the "Transactions") entered into or contemplated by the Company
throughout the Term hereof:
(A) Mergers and Acquisitions: Financial advisor in connection
with any purchase or sale of assets or stock, merger, acquisition, business
combination, joint venture or other strategic transaction (it is understood that
the purchase of the assets constituting 15 stores or store locations or less and
less than $2 million in value is not included in the foregoing).
(B) Capital Raising: Sole or lead managing underwriter or
placement agent in connection with any public or private offering of securities
or other capital markets financing.
{PAGE}
(C) Warrant Exercise Programs: Agent in connection with the
exercise of warrants or options in the Company.
(D) Self-Tenders: Dealer manager with respect to any
self-tender offer by the Company.
4. The Company acknowledges that RBCO and its affiliates are in the
business of providing financial service and consulting advice (of all types
contemplated by this Agreement) to others. Nothing contained in this Agreement
shall be construed to limit or restrict the right of RBCO or its affiliates, to
be a partner, director, officer, employee, agent or representative of, or to
engage in, any other business, whether of a similar nature or not, nor to limit
or restrict the right of RBCO to render services or advice of any kind to any
other corporation, firm, individual or association.
5. RBCO's compensation for its services hereunder shall be determined
by agreement between the Company and RBCO on the basis of compensation
customarily paid to financial advisors, underwriters or placement agents in
similar transactions provided that RBCO's compensation in connection with a
transaction described in Section 3(A) (mergers and acquisitions) shall be not
less than 2% of the Total Consideration (as defined below) in such transaction,
and Section 3(B) (capital raising) shall be not less than 7% for equity or
securities convertible into equity and 4% for all other securities; provided,
however, that no compensation shall be paid to RBCO in connection with a
transaction in which (i) there is no underwriter and (ii) the persons set forth
on Schedule 5 do not participate.
"Total Consideration" shall mean anything of value received (or given,
as the case may be) by the Company, its security holders and its employees,
including assumption of debt. Non-cash consideration shall be valued as follows:
(i) in the case of an exchange of securities in a transaction in which the
number of securities of the acquirer to be received will vary in a manner
designed to produce a fixed value to be received in exchange for each security
of the target company, the number of securities of the target company exchanged
in such transaction, shall be multiplied by the value per share specified in the
agreement between the target company and the acquirer; (ii) in the case of an
exchange of securities in a transaction in which the number of securities of the
acquirer to be received in exchange for each security of the acquired company is
fixed and the value of such securities may vary, (x) for securities traded on a
national securities exchange, the average closing sale price (or, if no closing
sale price is reported, the last reported sale price) of the securities for the
twenty (20) full trading days ending on the fifth trading day prior to the
closing of the transaction, shall be multiplied by the number of securities of
the acquirer to be issued upon exchange of the target company's securities in
the transaction, and (y) for securities quoted by a national quotation service,
the average of the closing bid and ask prices of the securities for a period of
twenty (20) full trading days ending on the fifth trading day prior to the
closing of the transaction, shall be multiplied by the number of securities of
the acquirer to be issued in the transactions; and (iii) for any other
securities, the value shall be reasonably determined by RBCO and the Company,
provided, that if such securities are promissory notes, the securities shall be
valued at face value.
6. The Company, upon receipt of appropriate supporting documentation,
shall reimburse RBCO for any and all reasonable out-of-pocket expenses incurred
197975
|
Bakers Footwear
As referenced in this Letter Agreement:
Bakers Footwear Group, Inc. – {DOCUMENT}
{TYPE}EX-10.31
{SEQUENCE}15
{FILENAME}c80714a4exv10w31.txt
{DESCRIPTION}FORM OF FINANCIAL ADVISOR AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.31
[RYAN BECK & CO., INC. LETTERHEAD]
____________, 2004
Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
This letter, when executed by the parties hereto, will constitute an
agreement between Bakers Footwear Group, Inc., a Missouri
_____________
Bakers Footwear Group, Inc. – LETTERHEAD]
____________, 2004
Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
This letter, when executed by the parties hereto, will constitute an
agreement between Bakers Footwear Group, Inc. , a Missouri corporation (the
"Company"), and Ryan Beck & Co., Inc. ("RBCO"), pursuant to which the Company
agrees to retain RBCO and RBCO agrees to be retained by the Company
_____________
BAKERS FOOTWEAR GROUP, INC. – TORT
OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.
6
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
BAKERS FOOTWEAR GROUP, INC.
By:
----------------------------------
Name: Peter A. Edison
Title: Chairman and Chief
Executive Officer
RYAN BECK & CO., INC
By:
----------------------------------
Name: Michael J. Kollender
Title: Managing Director
7
{PAGE}
SCHEDULE 5
Special Situations
_____________
dt 1506182
;
Bakers Footwear
As referenced in this Letter Agreement:
Bakers Footwear Group, Inc. – {DOCUMENT}
{TYPE}EX-10.31
{SEQUENCE}15
{FILENAME}c80714a4exv10w31.txt
{DESCRIPTION}FORM OF FINANCIAL ADVISOR AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.31
[RYAN BECK & CO., INC. LETTERHEAD]
____________, 2004
Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
This letter, when executed by the parties hereto, will constitute an
agreement between Bakers Footwear Group, Inc., a Missouri
_____________
Bakers Footwear Group, Inc. – LETTERHEAD]
____________, 2004
Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
This letter, when executed by the parties hereto, will constitute an
agreement between Bakers Footwear Group, Inc. , a Missouri corporation (the
"Company"), and Ryan Beck & Co., Inc. ("RBCO"), pursuant to which the Company
agrees to retain RBCO and RBCO agrees to be retained by the Company
_____________
BAKERS FOOTWEAR GROUP, INC. – TORT
OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.
6
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
BAKERS FOOTWEAR GROUP, INC.
By:
----------------------------------
Name: Peter A. Edison
Title: Chairman and Chief
Executive Officer
RYAN BECK & CO., INC
By:
----------------------------------
Name: Michael J. Kollender
Title: Managing Director
7
{PAGE}
SCHEDULE 5
Special Situations
_____________
dt 1506201
;
 Bryan Cave
As referenced in this Letter Agreement:
Bryan Cave – Scott Avenue, St. Louis,
Missouri 63103, President and Chief Executive Officer, with a copy to Bryan Cave
LLP, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis,
Missouri 63102, Attention:
dt 30593
;
|
Greenberg
As referenced in this Letter Agreement:
Greenberg Traurig – Avenue, New York, NY 10022, Attention: Michael J. Kollender,
Managing Director, with a copy to Greenberg Traurig , P.A., 1221 Brickell Avenue,
Miami, Florida 33131, Attention: Fern S. Watts, Esq., or
dt 37077
;
Ryan Beck & Co., Inc.
|
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| 2003 |
Letter Agreement Re: Financial Adviser Agreement
Letter Agreement Re: Financial Adviser Agreement (11K)
Doc #198222: Click preview link for longer preview.
October 8, 2003
BioTime, Inc.
935 Pardee Street
Berkeley, California 94710
Attention: Judith Segall, Vice President-Operations
RE:
Financial Adviser Agreement
Dear Judith:
This letter sets forth the terms on which the letter agreement between BioTime, Inc. (?BioTime?) and Greenbelt Corp. (?Financial Adviser?), dated April 30, 1998, as amended, (the ?Agreement?) shall be extended and modified.
1. Expiration Date. The term of the Agreement will continue in effect from . . .
198222
|
BioTime
As referenced in this Letter Agreement Re: Financial Adviser Agreement:
BioTime, Inc –
Exhibit 26
EX-26 3 f93555exv26.htm EXHIBIT 26
EXHIBIT 26
October 8, 2003
BioTime, Inc .
935 Pardee Street
Berkeley, California 94710
Attention: Judith Segall, Vice President-Operations
RE:
Financial Adviser Agreement
Dear Judith:
This letter sets forth
_____________
BioTime, Inc – Judith Segall, Vice President-Operations
RE:
Financial Adviser Agreement
Dear Judith:
This letter sets forth the terms on which the letter agreement between BioTime, Inc . (BioTime) and Greenbelt Corp. (Financial Adviser), dated April 30, 1998, as amended, (the Agreement) shall be extended and modified.
1. Expiration Date.
_____________
BIOTIME, INC – such Shares.
6. Other Provisions. Except as expressly modified by this letter, all terms and provisions of the Agreement shall remain in effect.
BIOTIME, INC .
By
/s/ Hal Sternberg
Hal Sternberg, Vice President, Member of
the Office of the President
By
/s/Judith Segall
Judith Segall, Vice
_____________
dt 209956
;
Greenbelt Corp.;
| Judith Segall
|
| Preview
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| 2003 |
Letter Agreement Re: Financial Advisor Agreement
Letter Agreement Re: Financial Advisor Agreement (21K)
Doc #198239: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.49
{SEQUENCE}17
{FILENAME}ex10-49.txt
{TEXT}
EXHIBIT 10.49
SANDS BROTHERS INTERNATIONAL LTD.
INVESTMENT BANKERS
MEMBER NASD
90 PARK AVENUE, NEW YORK, N.Y. 10016
(212) 697-5200 Toll Free (800) 866-6116 Fax (212) 697-8035
July 11, 2003
Mr. Oded Bashan
On Track Innovations Ltd
ZHR, Industrial Zone
Rosh Pina, Israel 12000
Re: Financial Advisor Agreement
Dear Oded:
Sands Brothers International (SBIL") is pleased to act as the non-exclusive
financial advisor for On Track Innovations Ltd. ("Company") in connection with
your proposed capital transaction. The terms of our engagement are set forth
below. We look forward to working with you.
1. The Offering.
We understand you wish to raise up to $2.5 million through a "PIPE"
transaction involving the sale of securities to institutional
investors (the "Offering"). You understand the actual terms of the
Offering will depend on market conditions, and will be subject to
negotiation between the Company and prospective investors.
2. Fees and Expenses.
(a) Concurrently with the closing of any part of the Offering, the
Company will pay us in cash a fee equal to 10% of the gross
proceeds received from the sale of securities on investors we
introduce to you and 5% on investors who invest through
intermediaries we introduce to you.
(b) In addition, the Company agrees to reimburse us upon request for
our expenses, including the fees and disbursements of our legal
counsel of up to $8,000.
(c) Furthermore, upon the closing of the offering, the Company shall
grant to us warrants for the purchase of an amount equal to 10%
of the securities issued in the offering on investors we
introduce to you and 5% on investors who invest through
intermediaries we introduce to you. The Warrants shall be:
exercisable into securities similar to those issued as part of
the offering; have a strike price equal to 110% of the offering
price; have a term of five years; and include a cashless issuance
provision.
{PAGE}
3. Terms.
(a) The term of this agreement shall be three months; however, either
party may terminate this agreement at any time upon 10 days
written notice to the other party. Upon termination, we will be
entitled to collect all fees earned and expenses incurred through
the date of termination.
(b) If any part of the offering is not closed during the term, for
reasons other than termination of this agreement by us, and
during the six months following termination of the agreement, any
person which we introduced, directly or indirectly, to the
Company or with which we have discussions or negotiations during
the term of behalf of the Company, purchases securities from the
Company (other than through a underwritten public offering), you
agree to pay us upon the closing a cash fee in the amount that
would otherwise have been payable to SBIL had such transaction
occurred during the term.
4. Representations and Warranties.
(a) You hereby authorize SBIL to transmit to the prospective
purchasers of the securities material prepared by the Company
with such exhibits and supplements as may from time to time
required or appropriate and or copies of the Company's most
recent filings with Securities and Exchange Commission, together
with summary materials prepared by the Company, if we deem them
appropriate (collectively "Material"). The Company represents and
warrants that the Material (i) will be prepared by the management
of the Company and reviewed and approved by its Board of
Directors; and (ii) will not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein or
previously made, in light of the circumstances under which they
made, not misleading. The Company will advise SBIL immediately of
the occurrence of any event or any other change known to the
Company which results in the Material containing an untrue
statement of a material fact or omitting to state a material fact
required to be stated therein or necessary to make the statements
therein or previously made, in light of the circumstance under
which they were made, not misleading.
(b) You agree that you will enter into subscription, registration
rights and other customary agreements, and that your counsel will
supply an opinion letter on the transaction, and comfort letter
on the non-financial portions of the material and your auditors
will supply a "comfort" letter on the financial information in
the material, all of which will be in form and substance
reasonably acceptable to, and addressed to the investors.
5. Indemnification, Contribution, and Confidentiality.
The Company agrees to indemnify SBIL and its controlling persons,
representatives and agents in accordance with the indemnification
provisions set forth in Schedule A, and the parties agree to the
confidentiality provisions of Schedule B, all of which are
incorporated herein by this reference. These provisions will apply
regardless of whether the proposed offering is consummated.
{PAGE}
6. Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the state of New York applicable to contracts executed and
to be wholly performed therein without giving effect to its conflicts
of laws principles or rules. This letter, including Schedule A,
constitutes the entire understanding of the parties with respect to
the subject matter hereof and may not be altered or amended except in
a writing signed by both parties. This Agreement shall be deemed to
have been made and delivered in New York City and shall be governed as
to validity, interpretation, construction, effect and in all other
respects by the internal laws of the State of New York. The Company
198239
| Sands Brothers International Ltd.;
Oded Bashan;
| on Track Innovations Ltd
|
| Preview
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| 2003 |
Consulting/Advisor Agreement
Consulting/Advisor Agreement (26K)
Doc #198369: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}5
{FILENAME}doc4.txt
{TEXT}
{PAGE}
Exhibit 10.4
EXECUTION COPY
ESSENTIAL REALITY, LLC
CONSULTING/ADVISOR AGREEMENT
This Consulting Agreement ("Agreement") is made as of February 1, 2001
("Effective Date"), by and between Abrams Gentile Entertainment, Inc.
("Consultant") a __________ corporation, and Essential Reality, LLC ("ER"), a
Delaware limited liability company ("Consultant" and "ER" being the "Parties").
In consideration of the mutual covenants and promises contained herein,
the Parties, intending to be legally bound, hereby agree as follows:
ARTICLE I.
CHARACTER AND EXTENT OF SERVICES / PERIOD OF AGREEMENT / TERMINATION / FEES
SECTION 1.1. REFERRAL SERVICES. ER hereby authorizes Consultant, on a
non-exclusive basis, to locate business entities and/or individuals with whom ER
may develop a business relationship ("Relationship"). Consultant will clear all
introductions to any potential Relationship, in advance, with ER and will
provide ER (or its representative) with notice of the time and place of all
schedule meetings with a potential Relationship.
SECTION 1.2. CONSULTING SERVICES. ER hereby retains Consultant, and
Consultant hereby agrees to provide consulting services to ER for the Term (as
defined in SECTION 1.5 below), upon the terms and subject to the conditions
hereinafter set forth.
Consultant is hereby engaged as general consultant and advisor to ER
and will provide such consultation and advice as ER may reasonably request.
Without limiting the generality of the foregoing, Consultant hereby agrees (and
shall cause its directors, officers, employees and agents to agree) to (a) use
its (or their) reasonable efforts to promote the interests of ER (b) use its (or
their) best efforts to procure "Relationships" for ER in the manner provided in
SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a
potential "Relationship"; and (d) review and comment on new marketing
strategies, products and services for ER. Consultant (and its directors,
officers, employees and agents) shall have no authority or power to (i) bind or
commit ER to agreements of any kind; (ii) incur any debt, obligation or
liability or enter into any contract or commitment on behalf of ER; or (iii)
alter, amend, terminate or otherwise change any sales order, contract or other
document issued by ER.
Consultant shall (and shall cause its directors, officers, employees
and agents to) faithfully and diligently perform its duties and responsibilities
hereunder in a good and businesslike manner including, without limitation (a)
providing supplier contact names; (b) providing the names and details of
contacts met at trade shows and other events; (c) promptly responding to phone
messages and emails; and (d) keeping ER informed of the status of its
discussions with potential Relationships and other activities.
{PAGE}
As and when requested by ER, Consultant shall provide a written report
detailing its efforts with respect to the services provided to ER pursuant to
this Agreement.
Consultant agrees to comply with, and be bound by, the operational
policies, procedures and practices of ER in effect from time to time. Consultant
shall not be entitled to any additional benefits or monetary or non-monetary
compensation for services rendered to ER except as expressly provided herein.
Any agents engaged or alleged to be engaged by Consultant are at its own risk,
expense and supervision and shall have no claim against ER for salaries,
commissions or other expenses.
SECTION 1.3. INSURANCE. Consultant agrees to obtain all the insurance
necessary for its own protection in connection with its work under this
Agreement. Such insurance shall include but not be limited to workers'
compensation insurance, unemployment insurance, and disability insurance.
SECTION 1.4. NATURE OF RELATIONSHIP. Consultant is an independent
contractor for federal and state income tax purposes together with any other
withholding tax purposes and, for the avoidance of doubt, is not an employee,
agent or partner ER for any purposes including but not limited to compensation,
benefits, workers' compensation insurance, unemployment insurance or disability
insurance, with the exception that Consultant (and its directors, officers,
employees and agents) shall be deemed employees for hire of ER under the work
for hire provisions hereof. Consultant shall not have any authority to bind ER
or make any representation or promise or enter into any agreement on behalf of
ER without prior written authorization of ER.
SECTION 1.5. TERM. This Agreement commences on the Effective Date and runs
until the date which is six months after the Effective Date, unless renewed or
extended, in writing, by mutual agreement of the Parties.
SECTION 1.6. TERMINATION. Either party may terminate this Agreement at any
time by giving the other party 15 days' prior written notice.
SECTION 1.7. CONSULTANT FEES. Consultant shall receive a monthly consulting
fee having a total value of $8,333 USD ("Fee"), payable within fifteen (15) days
after the end of each month, PROVIDED, HOWEVER, that until ER sells common stock
or other securities convertible into or exchangeable for common stock that
results in the receipt by ER of at least $1,000,000 in aggregate gross proceeds
(a "Financing"), only $5,000 USD of the Fee shall be due and owing to Consultant
each month and Consultant shall accrue the unpaid portion of the Fee. Should ER
consummate a Financing, ER shall then pay to Consultant the accrued unpaid
balance, if any, of the Consulting Fee due to Consultant at the time of the
Financing.
SECTION 1.8. EXPENSES. Unless otherwise expressly agreed in writing by ER,
Consultant shall be responsible for and shall pay all of its own expenses
incurred in connection with its performance of services under this Agreement.
2
{PAGE}
SECTION 1.9. NO OTHER PAYMENT OR RIGHTS. Consultant acknowledges and agrees
that, except for the compensation set forth in SECTION 1.7, it will not have any
rights to receive compensation from ER for any transactions or arrangements with
a "relationship", and will not seek or accept compensation from a potential or
existing relationships in consideration of any existing or prospective business
arrangement between such a relationship and ER. Except for payment of amounts to
Consultant under SECTION 1.7, ER shall not be under any obligation to provide
Consultant with any further information, notices or updates regarding its
ongoing negotiations, discussions, relationship or future dealings or
arrangements with a "Relationship".
ARTICLE II.
INDEMNIFICATION
SECTION 2.1. INDEMNITY. To the fullest extent permitted by law, Consultant
shall indemnify and hold harmless ER and its members, officers, directors,
agents and employees from and against all claims, damages, losses and expenses
of any kind including but not limited to attorneys' fees, which arise out of or
result from, or allegedly arise out of or result from, Consultant's performance
or obligations under this Agreement or resulting from any partnership, alliance
or other venture with a "relationship" caused or alleged to be caused in whole
or in part by any act or omission of Consultant or of its employees or agents,
and/or by a breach or alleged breach by Consultant of any representation,
198369
| Essential Reality, LLC;
Abrams Gentile Entertainment, Inc.;
| Essential Reality Inc
|