EX-10.22 - Investment Banking Consulting Agreement dated January 15, 2001
between Eurotech, Ltd. and Xxxxxx Xxxxxxxx Investments
January 15, 2001
Xxxx X. Xxxxx,
Chairman Eurotech Ltd
00000 Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX
00000-0000
Re: Investment Banking Consulting Agreement
This will confirm the arrangements, terms and conditions pursuant to which
Xxxxxx Xxxxxxxx Investments Ltd, (the "Consultant") has been retained to
serve as a financial consultant and advisor to Eurotech Ltd. ("the
"Company"), on a nonexclusive basis for a period of twenty four (24) months
commencing January 15, 2001 and ending on January 15, 2003.
1. Duties of Consultant Consultant shall, at the request of the
Company, upon reasonable notice, render the following services to the Company
from time to time:
a) Consulting Services. Consultant will provide such financial
consulting services and advice pertaining to the Company's business affairs as
the Company may from time to time reasonably request Without limiting the
generality of the foregoing, Consultant will assist the Company in developing,
studying and evaluating financing, merger and acquisition proposals, prepare
reports and studies thereon when advisable, and assist in negotiations and
discussions pertaining thereto.
b) Financing. Consultant will assist and represent the Company
in obtaining long-term end short-term financing. The Consultant will be entitled
to additional compensation under such terms as may be agreed to by the parties.
c) Wall Street Liaison. Consultant will, when appropriate,
arrange meetings between representatives of the Company and individuals and
financial institutions in the Investment community, such as security analysts,
portfolio managers and market makers.
The services described in this Section 1 shall be rendered by
Consultant without any direct supervision by the Company and at such time and
place and in such manner (whether by conference, telephone, letter or
otherwise) as Consultant may determine.
2. Term. This Agreement shall continue for a period of twenty four (24)
months from the date hereof the "Full Term"). In the event the Company wishes to
terminate this Agreement, it shall be able to do so at any time six months
beyond the Commencement Date, in writing, addressed to the Consultant. This
Agreement may also be terminated by either party upon a material breach by the
other party.
3. Compensation. As compensation for Consultant's services hereunder,
the Company shall pay to the consultant a cash fee of $5,000 (five thousand
dollars) per month. In addition, the Company shall grant to the Consultant
warrants to purchase 600,000 shares of the Company's common stock (150,000
warrants to vest immediately, 75,000 warrants to vest three (3) months beyond
the execution of this Agreement, 150,000 to vest six (6) months beyond the
execution of this Agreements, 75,000 to
EX-10.22 - Investment Banking Consulting Agreement dated January 15, 2001
between Eurotech, Ltd. and Xxxxxx Xxxxxxxx Investments
vest nine (9) months beyond the execution of this Agreement, 75,000 to vest
twelve (12) months beyond the execution of this Agreement, and 75,000 to vest
fifteen (15) months beyond the execution of this Agreement The exercise price on
the first 50,000 warrants shall be $2.00 per share. The exercise price, on the
next 75,000 warrants shall be $3.00 per share. The exercise price on the next
150,000 shall be $4.00 per share. The exercise price on the next 75,000 warrants
shall be $5.00 per share. The exercise price on the next 75,000 warrants shall
be $6.00 per share. The exercise price on the next 75,000 warrants shall be
S7.00 per share. All warrants shall have a term of five (5) years.
4. Available Time. Consultant shall make available such as it, in its
sole discretion, shall deem appropriate for the performance of its obligations
under this Agreement
5. Relationship. Nothing herein shall constitute Consultant as an
employee or agent of the Company, except to such extant as might hereinafter be
agreed upon for a particular purpose. Except as might hereinafter be expressly
agreed, Consultant shall not have the authority to obligate or commit the
Company in any manner whatsoever.
6. Confidentiality. Except in the course of the performance of its
duties hereunder, Consultant agrees that it shall not disclose any trade
secrets, know-how, or other proprietary information not in the public domain,
learned as a result of this Agreement unless and until such information becomes
generally known.
7. Assignment and Termination. This Agreement shall not be assignable
by any parry. Should the Agreement be terminated by either party prior to the
end of the Term, any cash payments and warrants due beyond that point shall
become null and void.
Agreed upon this 15th day of January, 2001.
EUROTECH LTD. XXXXXX XXXXXXXX INVESTMENTS
/S/ Xxxx X. Xxxxx /S/ Xxxx Xxxxxxxx
----------------- -----------------
Xxxx X. Xxxxx, Chairman Xxxx Xxxxxxxx, Director
EX-10.22 - Investment Banking Consulting Agreement dated January 15, 2001
between Eurotech, Ltd. and Xxxxxx Xxxxxxxx Investments
January 18, 2001
Xxxx X. Xxxxx,
Chairman Eurotech Ltd.
00000 Xxxxx Xxxxx,
Xxxxx 000 Xxxxxxx, XX
00000-0000
Re; Amendment to Investment Banking Consulting Agreement Dated 1/4/01
Due to a clerical error, a key provision of the Agreement by and
between our two firms was omitted. Specifically, under item 3,
"Compensation," the final sentence reads "All warrants shall have a
term of five (5) years," This sentence should read as follows; "All
warrants shall be subject to demand registration rights, and shall
have a term of five (5) years,"
Demand registration rights are and always have been an essential,
non-negotiable element of our agreements, and they were verbally
agreed to during our negotiations. By signing this Amendment to our
Agreement it is hereby agreed that all warrants included in the
Agreement, including those already distributed, are subject to
demand registration rights.
Agreed upon this 18th day of January, 2001
EUROTECH LTD. XXXXXX XXXXXXXX INVESTMENTS
/S/ Xxx X. Xxxxxxxxx /S/ Xxxx X. Xxxxxxxx
-------------------- --------------------
Xxx X. Xxxxxxxxx, CEO Xxxx X. Xxxxxxxx, Director
CC: Xxxx X. Xxxxx, Chairman
