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EXHIBIT 2.6
October 5, 1998
Nam Tai Electronics, Inc
c/o 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, X.X. X0X 0X0
XXXXXX
Attention: Xx. X.X. Xxx
Chairman
Gentlemen:
This agreement ("Agreement") is made and entered into effective this
5th day of October, 1998 (the "Effective Date") between NAM TAI ELECTRONICS,
INC. (the "Company") and National Securities Corporation (the "Consultant").
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. Purpose. The Company hereby retains the Consultant on a
non-exclusive basis during the term specified to render consulting advice to the
Company relating to financial and similar matters, upon the terms and conditions
as set forth herein.
2. Term and Compensation. This Agreement shall be effective for a
period of three years commencing on the Effective Date (the "Engagement
Period"). The Company shall issue to Consultant 300,000 common stock purchase
warrants (the "Warrants") exercisable for a period of three (3) years, with an
exercise price equal to the average daily closing price of the Company's common
stock for the twenty (20) business days immediately preceding execution of this
agreement. The Warrants shall be in such form as may be agreed upon between the
parties, which agreement shall be evidenced by the signature of the respective
parties thereto.
3. Duties of Consultant. During the term of this Agreement, the
Consultant will provide the Company with such regular and customary consulting
advice as is reasonably requested by the Company, provided that the Consultant
shall not be required to undertake duties not reasonably within the scope of the
consulting advisory services contemplated by this Agreement. In performance of
these duties, the Consultant shall provide the Company with the benefits of its
best judgment and efforts. It is understood and acknowledged by the parties that
the value of the Consultant's advice is not measurable in any quantitative
manner. The Consultant's duties may include, but not necessarily be limited to:
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A. Providing sponsorship and exposure in connection with the
dissemination of corporate information regarding the Company to the investment
community at large.
B. Assisting in the Company's financial public relations, including
discussions between the Company and the financial community.
C. Advice regarding the financial structure of the Company and its
divisions or subsidiaries or any programs and projects, as such issues relate to
the public market for the Company's equity securities.
D. Rendering advice with respect to any acquisition program of the
Company, as such program relates to the public market for the Company's equity
securities.
E. Rendering advice regarding the public market for the Company's
securities and the timing and structure of any future public offering or private
placement of the Company's equity securities.
5. Relationships with others. The Company acknowledges that the
Consultant or its affiliates is in the business of providing financial service
and consulting advice (of all types contemplated by this Agreement) to others.
Nothing herein contained shall be construed to limit or restrict the Consultant
in conducting such business with respect to others, or in rendering such advice
to others. In connection with the rendering of services hereunder, Consultant
has been or will be furnished with confidential information concerning the
Company including, but not limited to, financial statements and information,
cost and expense data, production data, trade secrets, marketing and customer
data, and such other information not generally obtained from public or published
information or trade sources. Such information shall be deemed "Confidential
Material" and, except as specifically provided herein, shall not be disclosed by
Consultant without prior written consent of the Company. In the event Consultant
is required by applicable law or legal process to disclose any of the
Confidential Material, it is agreed that Consultant will deliver to the Company
prompt notice of such requirement prior to disclosure of same to permit the
Company to seek an appropriate protective order and/or waive compliance of this
provision. If, in the absence of a protective order or receipt of written
waiver, Consultant is nonetheless, in the written opinion of counsel, compelled
to disclose any Confidential Material, Consultant may do so without liability
hereunder provided that notice of such prospective disclosure is delivered to
the Company prior to actual disclosure. Following the termination of this
Agreement, Consultant shall deliver to the Company all Confidential Material.
6. Consultant's Liability. In the absence of gross negligence or
willful misconduct on the part of the Consultant or the Consultant's breach of
this Agreement, the Consultant shall not be liable to the Company or to any
officer, director, employee, stockholder or creditor of the Company, for any act
or omission in the course of or in connection with the rendering or providing of
advice hereunder. Except in those cases where the gross negligence or willful
misconduct of the Consultant or the breach by the Consultant of this Agreement
is alleged and proven, the Company agrees to defend, indemnify and hold the
Consultant harmless from and against any and all claims, liabilities and
reasonable costs and expenses (including attorneys' fees paid in the defense of
the Consultant) which may in any way result from services rendered by the
Consultant pursuant to or in any connection with this Agreement.
7. Expenses. The Company, upon receipt of appropriate supporting
documentation, shall reimburse the Consultant for any and all reasonable
out-of-pocket expenses incurred in connection with
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the consulting services provided to the Company under this Agreement, subject to
prior approval of the Company.
9. Limitation Upon the Use of Advice and Services.
(a) No person or entity, other than the Company or any of its
subsidiaries or directors or officers of each of the foregoing, shall be
entitled to make use of or rely upon the advice of the Consultant to be given
hereunder, and the Company shall not transmit such advice to, or encourage or
facilitate the use or reliance upon such advice by others without the prior
consent of the Consultant.
(b) Use of the Consultant's name in annual reports or any other report
of the Company or releases by the Company must have the prior approval of the
Consultant unless the Company is required by law to include Consultant's name in
such annual reports, other report or release of the Company, in which event
Consultant will be furnished with copies of such annual reports or other reports
or releases using Consultant's name in advance of publication by the Company.
10. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of this Agreement.
11. Miscellaneous.
(a) Any notice or other communication between parties hereto shall be
sufficiently given if sent by certified or registered mail, postage prepaid, or
faxed and confirmed if to the Company, addressed to it at Nam Tai Electronics,
Inc., 000, Xxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx XX, X0X0X0, Canada, or if
to the Consultant, addressed to it at National Securities Corporation, 0000
Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000. Such notice or other
communication shall be deemed to be given on the date of receipt.
(b) If the Consultant shall cease to do business, the provisions hereof
relating to duties of the Consultant and compensation by the Company as it
applies to the Consultant shall thereupon cease to be in effect, except for the
Company's obligation of payment for services rendered prior thereto. This
Agreement shall survive any merger of, acquisition of, or acquisition by the
Consultant and after any such merger or acquisition shall be binding upon the
Company and the corporation surviving such merger or acquisition.
(c) This Agreement embodies the entire agreement and understanding
between the Company and the Consultant and supersedes any and all negotiations,
prior discussions and preliminary and prior agreements and understandings
related to the central subject matter hereof.
(d) This agreement has been duly authorized, executed and delivered by
and on behalf of the Company and the Consultant.
(e) This Agreement shall be construed and interpreted in accordance
with the laws of the State of California, without giving effect to conflicts of
laws.
(f) There is no relationship of partnership, agency, employment,
franchise or joint venture
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between the parties. Neither party has the authority to bind the other or incur
any obligation on its behalf.
(g) This Agreement and the rights hereunder may not be assigned by
either party (except by operation of law) and shall be binding upon and inure to
the benefit of the parties and their respective successors, assigns and legal
representatives.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date hereof.
NAM TAI ELECTRONICS, INC.
By: /S/ X. X. Xxx
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Name: Xx. X.X. Xxx
Title: Senior Executive Officer
NATIONAL SECURITIES CORPORATION
By: /S/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Chairman
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