Exhibit 10(v)
October __, 1996
Tellurian, Inc.
00 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx Xxxxx, X.X. 00000
Re: Mergers and Acquisitions Agreement
Gentlemen:
You have agreed that X.X. Xxxxxxx & Co., Inc. (the
"Consultant") may act as financial consultant or finder for you in
various transactions in which Tellurian, Inc. (the "Company") may
be involved, such as mergers, acquisitions, joint ventures, or
similar transactions. The Company hereby agrees that in the event
that the Consultant shall first introduce to the Company another
party or entity, and that as a result of such introduction, a
transaction between such party or entity and the Company is
consummated, (a "Consummated Transaction"), then the Company shall
pay to the Consultant a fee as follows:
a. 7% of the first $1,000,000 of the consideration
paid in such transaction;
b. 6% of the consideration in excess of $1,000,000
and up to $3,000,000;
c. 5% of the consideration in excess of $3,000,000
and up to $5,000,000;
d. 4% of the consideration in excess of $5,000,000
and up to $7,000,000;
e. 3% of the consideration in excess of $7,000,000
and up to $9,000,000; and
f. 2 1/2% of the consideration in excess of
$9,000,000.
The fee due to Consultant shall be paid by the Company in cash
at the closing of the Consummated Transaction, without regard to
whether or not the Consummated Transaction involves payment in
cash, in stock, or a combination of stock and cash, or is made on
an installment sale basis. By way of example, if the Consummated
Transaction involved securities of the acquiring entity (whether
securities of the Company, if the Company is the acquiring party,
or securities of another entity if the Company is the selling
party) having a value of $5,000,000, the cash consideration to be
paid by the Company to the Consultant shall be $200,000.
In the event that for any reason the Company shall fail to pay
to the Consultant all or any portion of the fee payable hereunder
when due, interest shall accrue and be payable on the unpaid
balance due hereunder from the date when first due through and
including that date when actually collected by the Consultant, at
a rate equal to 4 points over the average prime rate of banks in
New York City, computed on a daily basis and adjusted as announced
from time to time.
This agreement shall be effective on the date hereof and shall
expire on the fifth anniversary of the date hereof.
Notwithstanding anything herein to the contrary, if the
Company shall, within 180 days immediately following the
termination of the five year period provided above, conclude a
Consummated Transaction with any party introduced by the Consultant
to the Company prior to the termination of said five year period,
the Company shall also pay the Consultant the fee as provided
herein.
The Company represents and warrants to the Consultant that the
engagement of the Consultant hereunder has been duly authorized and
approved by the Board of Directors of the Company and this letter
agreement has been duly executed and delivered by the Company and
constitutes a legal, valid and binding obligation of the Company.
This agreement has been executed and delivered in the State of
New York and shall be governed by the laws of such state, without
giving effect to the conflicts of laws rules thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be signed as of the day and year first above written.
X.X. XXXXXXX & CO., INC.
By:__________________________________
AGREED:
TELLURIAN, INC.
By:____________________________
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