INVESTMENT BANKING AGREEMENT
INVESTMENT BANKING AGREEMENT dated as of March 5, 1999 by and among SCM
Management LLC, a New York limited liability company ("SCM Management") and
Uniflex Acquisition Corp., a Delaware corporation ("Acquisition").
RECITALS
WHEREAS, Acquisition wishes to retain SCM Management to provide the
investment banking services described in this Agreement; and
WHEREAS, the parties hereto wish that this Agreement set forth the
terms under which Acquisition is retaining SCM Management to provide to it
investment banking services;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and wishing to be legally bound hereby, the parties hereto
hereby agree as follows:
Section 1. INVESTMENT BANKING SERVICES TO BE PROVIDED BY SCM
MANAGEMENT. SCM Management shall provide the following services to Acquisition:
(a) coordinating the equity investors and facilitating the closing of
their equity investment in Uniflex, Inc., a Delaware corporation ("Uniflex") or
Acquisition in connection with the merger of Acquisition into Uniflex, with
Uniflex the surviving corporation ("Surviving Corporation") of the merger (the
"Uniflex Merger");
(b) assisting in, facilitating and consummating Uniflex's senior and
subordinated debt financing with senior and subordinated lenders acceptable to
Acquisition which will provide debt financing for the Uniflex Merger; and
(c) providing such other investment banking services as reasonably
requested by Acquisition.
Section 2. RELATIONSHIP. The parties hereto expressly affirm that the
relationship established hereby between SCM Management, on the one hand, and
Acquisition, on the other hand, is that of independent contractor and principal.
This Agreement shall not be construed as creating a partnership or joint venture
between SCM Management on the one hand and Acquisition on the other hand. SCM
Management shall have no authority to bind Acquisition.
Section 3. COMPENSATION. As compensation for the services rendered by
SCM Management to Acquisition pursuant to this Agreement, Acquisition shall pay
to SCM Management $499,999 on the closing date of the Uniflex Merger, which
payment shall be made by Uniflex as the Surviving Corporation of the Uniflex
Merger.
Section 4. TERM AND TERMINATION. The term of this Agreement shall begin
on the date hereof and shall continue until the closing date of the Uniflex
Merger.
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Section 5. GENERAL.
5.1 Governing Law. This Agreement shall be governed by and construed
according to the laws of the State of New York without reference to the
principles thereof respecting conflicts of laws.
5.2 Parties. This Agreement shall inure to the benefit of and be
binding upon the undersigned parties and their respective successors, and no
other person shall have or acquire any right by virtue of this Agreement. This
Agreement shall not be assignable by any party hereto without the consent of the
other parties hereto.
5.3 Entire Agreement. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter hereof, and all prior and
contemporaneous oral and written communications with respect to the subject
matter hereof are hereby merged herein. This Agreement may only be amended by a
writing signed by the parties hereto.
5.4 Severability. If any term or provision of this Agreement is invalid
or unenforceable, the remaining terms and provisions hereof shall be unimpaired
and the invalid or unenforceable term or provision shall be replaced by a term
or provision that is valid and enforceable and that comes closest to expressing
the intention of the invalid or unenforceable term or provision.
5.5 Captions. The Section titles herein are for reference purposes only
and shall not control or affect the meaning or interpretation of any term or
provision.
5.6 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which shall
constitute but one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused their assent to the
terms hereof to be manifested by their respective officers thereunto duly
authorized as of the day and year first written above.
UNIFLEX ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President
SCM MANAGEMENT LLC
By: /s/ Xxxxxx Xxxxxx
-------------------------
Name: Xxxxxx Xxxxxx
Title: President
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