Shareholder/Investor Relations
Compensation Agreement
The following sets forth the terms of the engagement of OSPREY PARTNERS, 0000
Xxxxx 00, Xxxxx X-000, Xxxxxxxxx, XX 00000 ("Osprey") by SCAN-GRAPHICS, INC.,
000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000 (the "Company") for the year ending
December 31, 1997.
1. With regard to Osprey's shareholder and investor relations activities on
the Company's behalf, Osprey will, in concert with the Company's management,
assist in the preparation of the Company's News Releases, Annual Reports, Notice
of Annual Meeting of Shareholders, Proxy Statements, and other SEC required
reports; and continue to handle shareholder and financial community public
relations for the Company.
2. In consideration of Osprey's services pursuant shareholder and investor
relations activities on the Company's behalf, Osprey shall be entitled to
receive, and the Company agrees to pay Osprey the following compensation:
Upon execution of this Agreement for services from January 1, 1997 through
December 31, 1997 the Company shall issue to Osprey warrants to purchase up
to 60,000 shares of its common stock, such warrants to vest at the rate of
5,000 shares on the first of each month for the twelve (12) months starting
January 1, 1997, such warrants to be exerciseable at $3.25 per share
through December 31, 2001. These Warrants will vest in the fashion
described whether or not the holder continues to be employed by the
Company, with such Warrants having "piggyback" rights of registration on
the next Registration Statement to be filed by the Company, and subject to
the terms, conditions and limitations set forth herein. The Company
reserves the right to pay Osprey in cash at the rate of $1.50 per warrant
(share) up to $7,500 before the first of each month in lieu of up to the
5,000 warrants that otherwise would have vested on the first of that month.
(Example: If the Company pays Osprey a retainer in the amount of $1,500
before the first of any month of 1997, 1,000 of the 5,000 warrants to vest
upon the first of that month would be canceled, and the remaining 4,000
warrants would vest in Osprey.)
3. The Company agrees to reimburse, upon request from time-to-time, all
out-of-pocket expenses incurred by Osprey in connection with its activities on
behalf of the Company.
Accepted and Agreed to:
OSPREY PARTNERS SCAN-GRAPHICS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx
President President
Date: 1/3/97 Date: 1/3/97
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Amendment 3
To
Consulting Agreement
The following sets forth the terms of "Amendment 3" to the Consulting Agreement
between OSPREY PARTNERS, 0000 Xxxxx 00, Xxxxx X-000, Xxxxxxxxx, XX 00000
("Osprey") by SEDONA Corporation, 000 X. Xxxxx Xxxx, Xxxxxxxx, XX 00000 (the
"Company").
In consideration of Osprey's continued services on the Company's behalf, Osprey
and the Company hereby agree that for the calendar year 2000, Osprey's
compensation for services shall be as follows:
Subject to this Amendment to the Consulting Agreement, Osprey's base
compensation shall be $6,500.00 per month ($78,000 per year).
It is hereby agreed pursuant to this Amendment to the Consulting Agreement,
for services from January 1, 2000 through December 31, 2000, that, in lieu
of the $6,500 per month retainer;
a) the Company shall pay Osprey a monthly cash retainer in the amount of
$3,500, to be due and payable on the 1st of each month, starting on
January 1, 2000, and
b) the Company shall issue to Osprey 37,500 Common Stock Purchase
Warrants in lieu of $3,000 per month of the above referenced base
compensation, each Warrant giving Osprey the right to purchase one (1)
fully paid and non-assessable share of Common Stock of SEDONA
Corporation at any time after they have vested, through November 19,
2009 (the "Expiration Date") at an exercise price of $2.50 per
Warrant. These 37,500 Warrants shall vest at the rate of one-twelfth
(1/12th) or 3,125 Warrants on the first of each month for twelve
months starting January 1, 2000. The effective date of these Warrants
shall be November 19, 1999. These Warrants will vest in the fashion
described, subject to the provisions of Item 2 of the Consulting
Agreement relating to termination, with these Warrants being vested as
earned. These Warrants shall have "piggyback" rights of registration
on the next Registration Statement to filed by the Company.
Accepted and Agreed to:
OSPREY PARTNERS SEDONA Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx
---------------------------- -------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx
President President
Date: 12/17/99 Date: 1/27/00
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Amendment 4
To
Consulting Agreement
The following sets forth the terms of "Amendment 4" to the Consulting Agreement
between OSPREY PARTNERS, 000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 ("Osprey") by
SEDONA Corporation, 000 Xxxxx Xxxxx Xxxx, Xxxxx 000, Xxxx xx Xxxxxxx, XX 00000
(the "Company").
In consideration of Osprey's continued services on the Company's behalf, Osprey
and the Company hereby agree that for the calendar year 2001, Osprey's
compensation for services shall be as follows:
Subject to this Amendment to the Consulting Agreement, Osprey's base
compensation shall be $7,000.00 per month ($84,000 per year).
It is hereby agreed pursuant to this Amendment to the Consulting Agreement,
for services from January 1, 2001 through December 31, 2001, that, in lieu
of the $7,000 per month retainer;
a) the Company shall pay Osprey a monthly cash retainer in the amount of
$3,500, to be due and payable on the 1st of each month, starting on
January 1, 2001, and
b) the Company shall issue to Osprey 56,000 Common Stock Purchase
Warrants in lieu of $3,500 per month of the above referenced base
compensation, each Warrant giving Osprey the right to purchase one (1)
fully paid and non-assessable share of Common Stock of SEDONA
Corporation at any time after they have vested, through December 13,
2010 (the "Expiration Date") at an exercise price of $1.13 per
Warrant. These 56,000 Warrants shall vest at the rate of one-twelfth
(1/12th) or 4,667 Warrants on the first of each month for twelve
months starting January 1, 2000. The effective date of these Warrants
shall be December 13, 2000. These Warrants will vest in the fashion
described, subject to the provisions of Item 2 of the Consulting
Agreement relating to termination, with these Warrants being vested as
earned. These Warrants shall have "piggyback" rights of registration
on the next Registration Statement to filed by the Company.
Accepted and Agreed to:
OSPREY PARTNERS SEDONA Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx
President President
Date: 12/13/2000 Date: 12/13/2000
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