EXHIBIT 10.10
XX XXXXXXX SECURITIES, INC.
FINANCIAL ADVISORY AGREEMENT
THIS AGREEMENT (the "Agreement") is made effective ___________, 199__
between XX Xxxxxxx Securities, Inc., (hereinafter "Consultant") and Advanced
Electronics Support Products, Inc., (hereinafter "Company").
RECITALS
A. Company desires to be assured of the association and services of
Consultant in order to avail itself of Consultant's experience, skills and
abilities, and background and knowledge, to facilitate long range planning, and
to execute the Company's business and investment banking needs in an orderly and
efficient manner, and is therefore willing to engage Consultant upon the terms
and conditions herein contained.
B. Consultant agrees to be engaged and retained by Company and upon said
terms and conditions.
NOW THEREFORE, in consideration of the recitals, promises and conditions in
this Agreement, the Consultant and Company agree as follows:
1. CONSULTING SERVICES. Company hereby retains Consultant to become an
investment banking consultant to the Company and to render such advice,
consultation and information to the Board of Directors of the officers of the
Company regarding general financial matters, including, but not limited to,
long-term financial planning, expansions, changes in capital structure,
shareholder relations, banking methods and systems, the raising of capital from
public and private sources, and investment banking transactions and services, as
shall be requested by the directors or officers from time to time. In addition,
as the Company continues to make acquisitions, consultants will prepare industry
research reports and will assist the Company in determining acquisition
evaluations on prospective acquisitions.
To this end, Consultant agrees, upon request, to make itself available to
render such services as Consultant deems necessary.
2. Term. Except as otherwise provided in Section 3(b) of this Agreement,
the term of this Agreement shall be for a period of two (2) years commencing
____, 199-, and is renewable at the option of the Company for successive one (1)
year terms by thirty (30) days' written notice delivered by the Company, unless
terminated after the initial term pursuant to Section 12 hereof.
3. COMPENSATION OF CONSULTANT.
a. ADVISORY FEE. Company hereby agrees to pay Consultant fees in the
amount of $2,000 per month on____ 199-. The Company shall pay $48,000
(representing prepayment in full of the fees for the two-year term of this
Agreement) to Consultant on the closing date of the Company's public offering of
750,000 shares of the Company's common stock, par value $,001 per share,
underwritten by Consultant.
b. FINDER'S FEES. In addition to the compensation and expenses paid or
payable to Consultant pursuant to Sections 3(a) and 4 hereof, the Company agrees
that, if Consultant, directly or indirectly, introduces the Company, during the
term of this Agreement, to any person or entity that during the term hereof or
within 18 months following the term hereof, provides any investment capital,
loan or any other equity or debt financing to the Company or any affiliate
thereof, or becomes a party to a merger, acquisition, joint venture, private
placement or other similar transaction with the Company or any affiliate
thereof, then the Company shall pay to Consultant a cash finder's fee. Each cash
finder's fee payable to Consultant under this Agreement shall be calculated as a
percentage of the Transaction Value (as defined herein) in accordance with the
following scale:
6% on the first $5,000,000;
5% on the amount from $5,000,001 to $6,000,000;
4% on the amount from $6,000,001 to $7,000,000;
3% on the amount from $7,000,001 to $8,000,000;
2% on the amount from $8,000,000 to $9,000,000; and
1% on the amount above $9,000,000
"Transaction Value" shall mean the aggregate value of all cash, securities
and other property and valuable consideration of every kind either (i)
transferred to the Company and its affiliates in connection with any transaction
involving any investment capital, loan or any other equity or debt financing
for, or acquisition of, the Company or any affiliate thereof, or in connection
with an acquisition of equity or assets thereof or (ii) transferred by the
Company and its affiliates in any transaction involving an investment in or
acquisition of any third party, or acquisition of the equity or assets thereof,
by the Company or any affiliate thereof or (iii) transferred or otherwise
contributed by the Company and its affiliates to enter into any joint venture or
similar joint enterprise or undertaking with the Company or any affiliate
thereof. The aggregate value of all such cash, securities and other property and
valuable consideration shall be the aggregate fair market value thereof as
determined jointly by Consultant and the Company, or by an independent appraiser
jointly selected by Consultant and the Company.
4. EXPENSES. Company agrees to pay all reasonable business expenses
authorized in advance by Company and incurred by Consultant in furtherance of
the business of Company, including travel, food, lodging and entertainment
expenses, upon presentation by Consultant of receipts in form reasonably
satisfactory to Company.
5. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of each party that
Consultant shall be an independent contractor and not an employee of the
Company. Consultant shall not have the authority to act as the agent of Company
except when such authority as specifically delegated to Consultant by
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the Company. Subject to the express provisions herein, the manner and means
utilized by consultant in the performance of Consultant's services hereunder
shall be under the sole control of the Consultant. All compensation paid to
Consultant hereunder shall constitute earnings to Consultant from
self-employment income. Company shall not withhold any amounts therefrom as
federal or state income tax withholding from wages or as employee contributions
under the Federal Insurance Contributions Acts or any similar federal or state
law applicable to employers and employees.
6. LIABILITY OF CONSULTANT. The Company acknowledges that all opinions and
advice, whether oral or written, given by Consultant to the Company in
connection with this Agreement are intended solely for the benefit and use of
the Company in considering the transaction to which they relate, and the Company
agrees that no person or entity other than the Company shall be entitled to make
use of or rely upon the advice of Consultant to be given hereunder, and no such
opinion or advice shall be used by the Company for any other purpose or
reproduced, disseminated, quoted or referred to by the Company in communications
with third parties at any time, in any manner or for any purpose, nor may the
Company make any public reference to Consultant or use Consultant's name in any
annual report or any other report or release of the Company without Consultant's
prior written consent, except that the Company may, without Consultant's further
consent, disclose this Agreement (but not information provided to the Company by
Consultant) in the Company's filings with the Securities and Exchange
Commission, if such disclosure is required by law.
7. NOTICES. Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, postage prepaid,
addressed to the other party at the address appearing at the end of this
Agreement. Either party may change its address by written notice made in
accordance with this Section.
8. BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective legal representatives,
administrators, executors, successors, subsidiaries and affiliates.
9. GOVERNING LAW. This Agreement is made and shall be governed and
construed in accordance with the laws of the State of Florida.
10. ASSIGNMENT. Any attempt by either party to assign any rights, duties or
obligations which arise under this Agreement without the prior written consent
of the other party shall be void, and shall constitute a breach of the terms of
this Agreement.
11. ENTIRE AGREEMENT, MODIFICATIONS. This Agreement constitutes the entire
agreement between the Company and the Consultant. No promises, guarantees,
inducements or agreements, oral or written, expressed or implied, have been made
other than as contained in this Agreement. This Agreement can only be modified
or changed in writing signed by the party or parties to be charged.
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12. TERMINATION. This Agreement may be terminated after the initial two (2)
year term by either party upon written notice delivered at least thirty (30)
days prior to the proposed termination date. If terminated by Company, such
action shall not alter Company's obligation to pay Consultant the agreed upon
full compensation described in this Agreement.
13. LITIGATION EXPENSES. If any action is brought by either party to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and disbursements in addition to
any other relief to which it may be entitled.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
indicated at the beginning of this Agreement.
XX XXXXXXX SECURITIES, INC.
0000 Xxxxxxxxx Xxxxxx Xxxx
Xxxxx 000-X
Xxxxxxx, Xxxxxxx 00000
Dated:_____________ By: ___________________________________
Title: ________________________________
ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC.
0000 Xxxxxxxxx 000xx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Dated:_____________ By: ___________________________________
Title: ________________________________
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