CONSULTING AGREEMENT
January 22, 1996
Global Telecommunication Solutions, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx Xxxxxx, President
Dear Xx. Xxxxxx:
This will confirm the arrangements, terms and conditions
pursuant to which Whale Securities Co., L.P. (the "Consultant"), has been
retained to serve as a financial consultant and advisor to Global
Telecommunication Solutions, Inc., a Delaware corporation (the "Company"), on a
non-exclusive basis for a period of one (1) year commencing on January 22, 1996.
The undersigned hereby agrees to the following terms and conditions:
1. Duties of Consultant.
(a) Advice Concerning Financing and Merger
and Acquisition Proposals. Consultant shall, at the request of the Company, upon
reasonable notice, assist the Company in developing, studying and evaluating
financing and merger and acquisition proposals based upon documentary
information provided to the Consultant by the Company.
(b) Wall Street Liaison. Consultant shall,
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. Compensation. As compensation for Consultant's services hereunder, the
Company shall issue to Consultant and/or its designees a warrant (the "Warrant")
to purchase 200,000 shares of Common Stock of the Company at an exercise price
of $5.125 per share, subject to the same
anti-dilution provisions as are contained in the Company's public warrants. The
Warrant shall expire on January 22, 2001. The Warrant and the shares issuable
upon the exercise thereof will contain piggyback registration rights and
otherwise be in form reasonably satisfactory to Whale, the Company and their
respective counsel.
3. Additional Compensation for Certain Transactions. The
Company acknowledges that Consultant has rendered services to the Company in
connection with the Company's evaluation of Global Link Telco Corporation
("Global Link") and Sitel Corp. ("Sitel") as suitable candidates for an
acquisition. If, at any time, the Company acquires, by merger or otherwise, all
or substantially all of the assets or capital stock of Global Link (the "Global
Link Transaction"), the Company will pay to Consultant additional compensation
of $100,000 with respect to such Global Link Transaction, which will be paid, by
certified check, upon the closing of the Global Link Transaction. If, at any
time, the Company acquires, by merger or otherwise, all or substantially all of
the assets or capital stock of Sitel (the "Sitel Transaction"), the Company will
pay to Consultant additional compensation of $150,000 with respect to such Sitel
Transaction which will be paid, by certified check, (i) 50% upon the closing of
the Sitel Transaction and (ii) 50% on the first anniversary of the closing of
the Sitel Transaction.
4. Available Time. Consultant shall make available such time as it, in its
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 extent as might hereafter be agreed upon
for a particular purpose. Except as might hereafter be expressly agreed,
Consultant shall not have the authority to obligate or commit the Company in any
manner whatsoever.
6. Indemnity. The Company agrees to indemnify and hold
Consultant and each of its partners, employees and agents and each of the
officers, directors, shareholders, employees and agents of Consultant's general
partner harmless from and against any and all losses, claims, damages,
liabilities, costs and expenses, including, without limitation, reasonable
attorney's fees and disbursements, to which Consultant or any such parties may
become subject, arising in any manner out of or in connection with Consultant's
rendering of services under this Agreement, except for any losses, claims,
damages, liabilities, costs
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or expenses resulting from any act of Consultant involving its gross
negligence or intentional misconduct.
7. Assignment and Termination. This Agreement shall not be assignable by
any party; provided that the Consultant may transfer or assign the Warrants as
specified therein.
8. Governing Law. This Agreement shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be construed
in accordance with the laws of said State.
If the foregoing reflects your understanding, please execute
the enclosed copy of this letter and return it to Consultant, whereupon this
letter shall become a binding agreement between the Company and Consultant.
Very truly yours,
WHALE SECURITIES CO., L.P.
By: Whale Securities Corp.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
AGREED AND ACCEPTED:
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board
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