EXHIBIT 10X Shareholder
Communications Corporation
PROPOSAL/AGREEMENT
This document constitutes the AGREEMENT between TELLURIAN INC. ("TLRN"), and
SHAREHOLDER COMMUNICATIONS CORPORATION ("SCC"), relating to the exchange offer
for warrants. The services to be provided by SCC as Information Agent, will be
as follows:
INSTITUTIONAL SERVICING
SCC will contact all brokers, banks, depositories and other institutions holding
Warrants. as shown on appropriate portions of TLRN's Warrant lists, the CEDE
list, and other depository lists, if any, to ascertain that each intermediary
has notified its clients.
SCC will maintain frequent contact with brokers and banks to monitor response
and to insure that all liaison procedures are proceeding satisfactorily and will
maximize contact with the intermediaries and to underlying owners, also known as
"NOBO's."
SCC will use its best efforts to reach underlying non-NOBO holders directly, in
situations where SCC feels it is necessary to contact such holders. SCC will
employ such means as necessary, relying on SCC's experience, to reach these
holders.
INDIVIDUAL SERVICING
With respect to individual and other holders who do not hold Warrants in street
name or in nominee accounts, SCC will mount a very comprehensive telephone
contact effort designed to reach all of those holders in their homes or offices.
In connection with this function, TLRN will instruct their transfer agent to
supply SCC with appropriate data so that each individual may be contacted by
mail and telephone.
SCC will obtain telephone numbers for holders and immediately telephone holders
who have not yet acted and employ accelerated transmittal procedures in order to
get the data to the owners.
Such telephone contacts will include, but are not limited to, confirming that
holders have received details by mail (SCC will be expected to remail via
Federal Express such remails in the event the holders have either failed to
receive the materials or have discarded same); that such holders understand the
significance of the upcoming deadline and finally, that holders are fully
conversant with the procedure to be used for responding.
Shareholder
Communications Corporation
GENERAL
SCC will comply with all laws, rules and regulations governing transactions of
this type and will not engage in any activity that constitutes an offer to sell,
or a solicitation of an offer to buy the securities subject to the Warrants in
any jurisdiction. SCC will not coerce, influence, or pressure any Warrantholder
at any time to take any action whatsoever, nor will SCC recommend or advise any
Warrantholder to take any action. In cases where a Warrantholder is seeking
advice on such investment, SCC will suggest such holder contact their financial
adviser.
In consideration of the foregoing, TLRN agrees to pay SCC a project fee of no
more $20,000, which includes all expenses.
TLRN agrees to send an advance payment upon signing of this agreement of
$7,000.00. SCC will receive, review and pass on the customary broker and bank
forwarding charges. TLRN agrees to pay SCC the final balance within thirty days
after the expiration.
In the event the common stock price of TLRN falls below the exercise price of
the Warrants, SCC makes no guarantees that any warrantholders will exercise
their warrants.
TLRN agrees to indemnify, hold harmless, reimburse and defend SCC, and its
officers, agents and employees, against all claims or threatened claims, costs,
expenses, liabilities, obligations, losses or damages (including legal fees and
expenses) of any nature, incurred by or imposed upon SCC, or any of its
officers, agents or employees, which results, arises out of or is based upon
services rendered to TLRN pursuant to this Agreement (provided, however, that
such indemnification shall not apply to an indemnitee who is found to have acted
in breach of this Agreement or with negligence or disregard of its duties with
respect to the matter for which indemnification is sought).
IN WITNESS WHEREOF, the parties have signed this AGREEMENT this 21st day of
January, 1998.
TELLURIAN INC.
By: /s/ Xxxxxx Xxxxxx
-----------------------------
Xxxxxx Xxxxxx, President
SHAREHOLDER COMMUNICATIONS
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxx Vice President
