ANG Group, Inc. Letterhead
Exhibt
10.3
ANG
Group, Inc. Letterhead
October
3, 2007
Xx.
Xxxxx
Xxxxxx
President
and Chief Executive Officer
000
Xxxx
Xxxxxx – 39th
Floor
New
York,
New York 10167
Re: Financial
Advisory Services Engagement
Dear
Mr.
Xxxxxx:
This
letter agreement (the "Agreement")
confirms the engagement of ANG Group, Inc. ("ANG") by Excellency Investment
Realty Trust, Inc. (the "Company") to provide financial advisory assistance
as
more particularly set forth herein.
1. Retention
and Services. As part of the financial advisory services
noted herein and as described in Exhibit A hereto (the "Services"), ANG
shall assist the Company by providing contract chief financial officer services
to be performed by Xxxxxx Xxxxxxxxxx ("Norensberg"). ANG will be
available throughout each month during the term of this Agreement for other
Company-related issues, conference calls and meetings. ANG will
perform the Services at the Company’s Connecticut office, as more specifically
set forth in Section 5 hereof, the Company's New York office and at ANG's
offices in New York.
2. Scope
of Engagement. For purposes of this engagement, ANG will
provide the services of Xxxxxxxxxx as the Chief Financial Officer of the
Company. Norensberg will provide the standard services of a contract
CFO, including the performance of the Services.
3. Information
Concerning the Company.
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(a)
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In
connection with the Services to be performed hereunder, the Company
will
furnish ANG with material and information concerning the Company
which ANG
reasonably deems appropriate in connection with its performance of
Services hereunder. The Company will provide ANG with access to
the Company's officers, directors and advisors and will also provide
access to certain of its financial information via a secured internet
connection. To the Company's knowledge, all such information
will be true and accurate in all material respects and will not containing
any untrue statement of a material fact or omit to state a material
fact
necessary in order to make the statements therein not misleading
in light
of the circumstances under which such statements are made. The
Company acknowledges that ANG will be using and relying upon the
accuracy
and completeness of publicly available information and the information
supplied by the Company and its officers in connection with this
engagement without independent verification (all such
information so furnished referred to herein as
"Information").
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(b)
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ANG
will keep confidential and not disclose or permit its employees or
representatives to disclose confidential information received from
the
Company (other than to ANG employees or agents involved in the performance
of Services hereunder or otherwise on a need-to-know basis), except
as may
be contemplated by this Agreement, as otherwise may be authorized
by the
Company or as may be required by law. For purposes of this
Agreement, "confidential information" means information provided
by the
Company to ANG that is not otherwise available to ANG from sources
outside
of the Company, and any such information shall cease to be confidential
information when it becomes generally available, or comes to ANG's
attention, through other sources that do not, to ANG's knowledge
at the
time, involve a violation of this Agreement or any similar
agreement.
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4. Fees. For
each month during the term of this Agreement, the Company will pay ANG a fee
(the "Monthly Fee") equal to $4,000.00 in cash or immediately available
funds. The Monthly Fee will be due and payable on the first business
day of such month and is non-refundable.
5. Expenses. In
addition to the compensation described in Section 4 above, upon presentation
to
the Company of supporting documentation, the Company will reimburse ANG for
all
reasonable travel expenses incurred by ANG in connection with the performance
of
the Services, including, but not limited to, gas, parking and tolls associated
with travel to the Company's Connecticut office; provided, however, ANG will
limit its travel to the Company's Connecticut office to not more than three
(3)
times per month, unless expressly otherwise agreed to by the
Company.
6. Indemnification. The
Company will indemnify and hold harmless ANG and its affiliates and their
respective officers, directors, affiliated entities, members, employees and
agents against any and all losses, claims, damages, obligations, penalties,
judgments, awards, liabilities, costs, expenses and disbursements (and any
and
all actions, suits, proceedings and investigations in respect thereof and any
and all legal and other costs, expenses and disbursements in giving testimony
or
furnishing documents in response to a subpoena or otherwise), including, without
limitation, the costs, expenses and disbursements, reasonably incurred, as
and
when incurred, of investigating, preparing or defending any such action, suit,
proceeding or investigation (whether or not in connection with litigation in
which ANG is a party), directly or indirectly, caused by, relating to, based
upon, arising out of, or in connection with this Agreement of ANG's performance
hereunder, except to the extent caused by the gross negligence or willful
misconduct of ANG.
7. Termination. This
Agreement may be terminated at any time by either party upon not less than
30
days written notice.
8. Directors'
and Officers' Liability Insurance. The
Company, at its sole cost and expense, shall procure and maintain at all times
during the term of this Agreement, directors' and officers' liability insurance
coverage providing for coverage and amounts customary for companies such as
the
Company.
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9. Binding
Arbitration. Upon the demand of either party, any
dispute, controversy or claim arising out of or relating to this Agreement,
or
the breach, termination or invalidity thereof, or that arises out of the
relationship of the parties shall be resolved by mandatory binding arbitration
in New York, New York. If despite demand, an action is commenced or prosecuted
in any court, the party demanding arbitration may bring any action in any court
of competent jurisdiction to compel arbitration of such matters. Any party
who
fails or refuses to submit to binding arbitration following lawful demand shall
bear all costs and expenses incurred by the opposing party in compelling
arbitration of such matter. All matters submitted to arbitration shall be
resolved by binding arbitration administered by the American Arbitration
Association (herein referred to as “AAA”), in New York, New York, in accordance
with the Commercial Arbitration Rules of the AAA, the Federal Arbitration Act
(Title 9 of the United States Code), and, to the extent that the foregoing
are
inapplicable, unenforceable, or invalid, the laws of New York. Any arbitrator
selected must be a practicing attorney, a member of the State Bar of New York,
and must be experienced and knowledgeable in the substantive laws applicable
to
the dispute in question. The substantive laws of the State of New York shall
govern any such arbitration. The parties will agree to a single arbitrator
to
resolve their dispute or AAA shall appoint an independent, third party neutral
within 30 days of being requested by either party to decide all matters. The
parties expressly agree to waive any and all appeal or other legal rights with
respect to any decision reached by arbitration hereunder and neither party
shall
be entitled to punitive damages.
10. Miscellaneous. This
Agreement constitutes
the entire agreement between the parties concerning this Agreement and any
subject matter herein, and may not be amended, modified, or waived except in
writing signed by the parties. This Agreement shall inure only to the benefit
of
the parties hereto and their successors and permitted assigns, and may not
be
assigned by either party without the other party’s prior written consent. Should
any clause or portion of this Agreement be deemed invalid, void, or otherwise
unenforceable, the remainder of this Agreement shall remain in full force and
effect as written. This Agreement may be signed in multiple counterparts, each
of which taken together shall constitute one and the same instrument. Facsimile
signatures shall have the effect of delivered originals.
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Please
sign and return an original and one copy of this letter to the undersigned
to
indicate your acceptance of the terms set forth herein, and this letter shall
note your express acceptance and shall constitute a valid and binding Agreement
between the Company and ANG as of the date above.
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Sincerely,
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ANG
GROUP, INC.
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/s/
Xxxxxx Xxxxxxxxxx
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By:
Xxxxxx Xxxxxxxxxx
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Its:
President
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Accepted
and agreed on this 8th day of October, 2007.
/s/
Xxxxx Xxxxxx
By:
Xxxxx
Xxxxxx
Its
President and Chief Executive Officer
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Exhibit
A
Services
Make
available Xxxxxx Xxxxxxxxxx (or another individual acceptable to the Company
in
its sole discretion) to serve as Chief Financial Officer of the
Company.
Analyze
the Company's disclosure controls and procedures and recommend/implement
improvements to ensure the integrity of the Company's financial information
and
systems and compliance with all applicable securities laws, including, reporting
requirements under the Securities Exchange Act of 1934, as amended.
Analyze
financial and operating information for management to facilitate decision-making
and provide input for corrective action, where applicable, including review
of
all financial statements to ensure compliance with GAAP and SEC
requirements.
Manage/oversee
relationships with independent auditors.
Perform
all principal accounting and financial officer duties, including making required
certifications in connection with SEC filings, including all reports required
under the Securities Exchange Act of 1934, as amended.
Direct
all finance, accounting and treasury functions including cash forecasting,
cash
management, operational budgeting, and ensure accuracy, compliance and
timeliness in accounting/financial reporting, including all reports required
under the Securities Exchange Act of 1934, as amended and any and all reports
and filings to any federal, state or local governmental and/or regulatory
agency.
Transform
finance operations through improved processes, advising on financial
performance, best management practices, and evaluating/appraising strategic
partnerships.
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