GigaBeam Letterhead]
EXHIBIT
10.20
[GigaBeam
Letterhead]
June
1,
2005
RTEM
LLC
This
letter confirms our agreement with respect to our retention of you to provide
business consulting services and advice relating to us or relating to the
telecommunications industry during the next 12 months. Upon our request,
you
agree to make available the services of your employees from time to time
as you
determine to be appropriate. As consideration for entering into this letter
agreement, we are (i) paying to you a nonrefundable fee of $120,000 in cash
on
the date hereof and (ii) issuing to you on the date hereof (a) a purchase
option, exercisable to purchase up to 17,550 shares of our common stock (the
“Option Shares”) on the terms set forth on Exhibit A hereto and (b) a
warrant (the “Warrant”), substantially identical to the warrants issued in our
January/February 2005 financing to purchase 17,550 shares of our common stock
(such shares, together with the Option Shares and Warrants, as long as they
are
not covered by a registration statement effective under the Securities Act
of
1933, the “Registrable Securities”), the form of which is attached as Exhibit B
hereto. In addition, we shall issue to you additional Warrants and a purchase
option to purchase additional Option Shares in such number as we may mutually
determine within the next 45 days (all of which would be deemed Registrable
Securities). As long as you hold any Registrable Securities, we agree to
notify
you of our intention to file any registration statement with the Securities
and
Exchange Commission on a form for which registration of the Registrable
Securities would be appropriate. Upon your request, we will include the
Registrable Securities in such registration statement, subject to standard
underwriter carvebacks.
We
will
indemnify you and your managers, officers and members (collectively the
“Indemnified Parties”) for any losses, claims, damages or liabilities to which
any Indemnified Party may become subject as a result of your performance
of
services under this letter agreement, except to the extent any such losses,
claims, damages or liabilities arise out of or result from the willful
misconduct of any of the Indemnified Parties. In addition, concurrently with
the
execution of this letter agreement, we shall pay the legal counsel fees and
disbursements incurred by you in connection with the negotiation of the
relationship between us and you, in the amount of $8,000.
| GIGABEAM CORPORATION | ||
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| Name:
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| Agreed and Acknowledged | ||
| RTEM LLC | ||
| By: | ||
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| Name: Title: |
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