EXHIBIT 10.7
EXIGENT DIAGNOSTICS, INC.
000 Xxxxxxxxx Xxxx
X.X. Xxx 0000
Xxxx xx Xxxxxxx, XX 00000
Cedar Capital Investors
000 Xxxxx Xxxxxx, Xxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxx X. Xxxxxxx
Re: Consulting Engagement
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Ladies and Gentlemen:
This letter sets forth the terms upon which Exigent Diagnostics, Inc.
("Exigent") has engaged Cedar Capital Investors ("CCI") to provide certain
consulting services in connection with securing the next round of financing for
Exigent. The services are expected to include phone consultation, meetings with
interested financing sources, review of funding proposals and general strategy
development (the "Services"). Generally, Exigent will not expect CCI to
participate in early stage presentations to potential funding sources, but
instead will rely on CCI for advice in connection with (i) devising overall
strategies designed to obtain funding and (ii) the actual negotiation of
financing agreements with funding sources selected by Exigent. Exigent will use
its reasonable best efforts to provide CCI with advance notice of critical
meetings.
It is agreed that Xxxxxxx X. Xxxxxxx will be the CCI representative to
fulfill CCI's obligations to provide the Services. CCI will make Xx. Xxxxxxx'x
services available when reasonably requested by Exigent on an as needed basis
until the next round of financing is complete. The Services to be performed by
Xx. Xxxxxxx are in addition to his duties and responsibilities as a member of
Exigent's Board of Directors and Chairman of Exigent's Compensation Committee.
Either Exigent or CCI may cancel this letter agreement at any time by written
notice to the other party, but cancellation will not affect Exigent's obligation
to compensate CCI as hereafter provided for services rendered prior to the date
of cancellation.
CCI will invoice Exigent on a biweekly basis for time incurred to
perform the Services, for travel time and for all direct out of pocket expenses
paid by CCI in performance of the Services. CCI will be compensated hereunder
as follows:
Exigent hereby grants to CCI non-qualified stock options for the purchase
of 15,000 shares of Exigent's Common Stock ("Options"). The Options will
have an exercise price of $.0l per share and, once vested as provided
below, will remain exercisable until the tenth anniversary of the date of
this letter. Options will vest at the rate of'200 shares per hour of
Services performed, and at the rate of 100 shares per hour of travel time
outside the New York City metropolitan area. Once vested, Options will be
immediately exercisable. Options not vested prior to June 1, 1998 will
lapse. Should CCI incur more
than 75 hours of billable time performing Services, Exigent will either (a)
grant additional options to CCI (which additional options would have all of
the same terms and conditions as the Options hereby granted), or (b)
compensate CCI in cash at an hourly rate of $300 per hour for Services
performed and at an hourly rate of $150 per hour for travel time outside
the New York City metropolitan area. The Options are subject to the terms
and conditions of the 1996 Incentive and Non-Qualified Stock Option Plan of
Exigent, a copy of which has been delivered to you. As such, this grant is
subject to approval by the Board of Directors of Exigent. Upon exercise of
Options, which will occur pursuant to Exigent's standard Non-Qualified
Stock Option Agreement, you will be required to become a party to the
Shareholders Agreement among Exigent and its shareholders dated as of
December 4, 1996, as hereafter amended from time to time.
Additionally, Exigent will reimburse CCI in cash for all direct out of pocket
expenses incurred in provision of Services hereunder as follows: (i) for travel
expenses (e.g. transportation, hotel and meals) promptly after presentation of
normal and customary receipts setting forth the amounts actually incurred; and
(ii) at the rate of $7.50 per hour of Services performed during a particular
period for all other expenses, including telephone, computer, facsimile,
duplicating and other miscellaneous expenses.
Exigent hereby confirms that in connection with performing Services
CCI and its employees will be entitled to the benefits of the indemnification
provisions contained in Exigent's Bylaws at Article VIII thereof, as in effect
from time to time.
Should the terms of this letter agreement be satisfactory to you,
please sign one copy and return it to me and retain the other for your files.
Exigent looks forward to working with you in completing its next round of
financing.
Sincerely,
/s/ X. Xxxxxxx Stoughton
X. Xxxxxxx Stoughton
Chairman and Chief Executive Officer
Accepted and agreed to
this 8th day of August, 1997.
Cedar Capital Investors
By:/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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