FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT
This
Agreement is made and entered into as of the ______
day of
__________,
2006
between Lane Capital Markets, LLC (the "Consultant")
and
ValueRich, Inc., a corporation organized under the laws of the State of Delaware
(the "Company").
All
references to the Company shall include any and all subsidiaries thereof in
existence on date hereof and to be formed within the term specified in Paragraph
2 hereof.
In
consideration of the mutual promises made herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto agree as follows:
1.
Purpose:
The
Company hereby engages the Consultant for the term specified in Paragraph 2
hereof to render advice to the Company as an investment banker relating to
financial and similar matters upon the terms and conditions set forth
herein.
2.
Term:
Except
as
otherwise specified in Paragraph 4 hereof, this Agreement shall be effective
for
a thirty-six (36) month period, commencing on the closing date (the
"Closing
Date")
of the
Company's initial public offering of securities pursuant to an effective
Registration Statement on Form SB-2 (File No.: 333-135511) (the "Registration
Statement").
3.
Duties
of the Consultant:
During
the term of this Agreement, the Consultant shall, upon the request of the
Company, provide the Company with corporate finance and related financial
advisory services, advice with respect to potential acquisitions and other
business transactions and advice with respect to stockholder relations matters.
The Consultant shall devote such time and effort to the performance of its
duties hereunder as the Consultant shall determine is reasonably necessary.
The
Consultant may look to such others for such factual information, investment
recommendations, economic advice and/or research, upon which to base its advice
to the Company hereunder, as it shall deem appropriate. The Company recognizes
that the Consultant now renders and may continue to render financial and other
advisory services to other companies which may or may not have policies and
conduct activities similar to those of the Company, and acknowledges that the
Consultant shall be free to render advice and to perform those services for
such
other companies.
4.
Compensation:
In
consideration for the services rendered by the Consultant to the Company
pursuant to this Agreement (and in addition to the expenses provided for in
Paragraph 5 hereof), the Company shall pay the Consultant a non-refundable
fee
of $36,000 per twelve-month period of the Term, payable in advance on the
Closing Date.
5.
Expenses
of the Consultant:
In
addition to the fees payable hereunder and regardless of whether any Transaction
is proposed or consummated, the Company shall reimburse the Consultant for
the
reasonable fees and disbursements of the Consultant's counsel and the
Consultant's reasonable travel and out-of-pocket expenses incurred in connection
with the services performed by the Consultant pursuant to this Agreement and
at
the request of the Company, including without limitation, hotels, food and
associated expenses and long-distance telephone calls. Such expenses shall
not
exceed $10,000 without the prior written consent of the Company, which shall
not
be unreasonably withheld.
6.
Liability
of the Consultant:
In
furnishing the Company with advice and other services as herein provided,
neither the Consultant nor any officer, director or agent thereof shall be
liable to the Company or its creditors for errors of judgment or for anything,
except for the Consultant's gross negligence or intentional or willful
misconduct in the performance of its duties under this Agreement.
(a)
It
is
further understood and agreed that the Consultant may rely upon information
furnished to it reasonably believed to be accurate and reliable and that, except
as herein provided, the Consultant shall not be accountable for any loss
suffered by the Company by reason of the Company's action or inaction on the
basis of any advice, recommendation or approval of the Consultant, its partners,
employees or agents.
(b)
The
Company acknowledges that all opinions and advice (written or oral) given by
the
Consultant to the Company in connection with the Consultant's engagement 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 the Consultant to be given hereunder, and no such opinion or advice
shall be used for any other purpose or reproduced, disseminated, quoted or
referred to at any time, in any manner or for any purpose, nor may the Company
make any public references to the Consultant, or use the Consultant's name
in
any annual reports or any other reports or releases of the Company without
the
Consultant's prior written consent.
(c)
The
Company acknowledges that the Consultant makes no commitment whatsoever as
to
making a market in the Company's securities or to recommending or advising
its
clients to purchase the Company's securities, except as otherwise provided
for
in the
Underwriting
Agreement between the Company and the Consultant in connection with the
Company's Registration Statement. Research reports or corporate finance reports
that may be prepared by the Consultant will, when and if prepared, be done
solely on the merits based upon an analysis performed by the Consultant and
its
corporate finance personnel.
7.
Company
Information:
(a)
The
Company shall furnish to the Consultant all data, material and other information
relevant to the performance by the Consultant of its obligations under this
Agreement, or particular projects as to which the Consultant is acting as
advisor, which will permit the Consultant to know all facts material to the
advice to be rendered, and all material or information reasonably requested
by
the Consultant. The Company acknowledges and agrees that in performing its
services under this engagement, the Consultant may rely upon the data, material
and other information supplied by the Company without independently verifying
the accuracy, completeness or veracity of same. In the event that the Company
fails or refuses to furnish any such data, material or information reasonably
requested by the Consultant, and thus prevents or impedes the Consultant's
performance hereunder, any inability of the Consultant to perform shall not
be a
breach of its obligations hereunder.
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(b)
Except
as
contemplated by the terms hereof or as required by applicable law, the
Consultant shall keep confidential all non-public information provided to it
by
the Company and shall not disclose such information to any third party without
the Company's prior written consent, other than to such of its employees and
advisors as the Consultant determines in its sole judgment need to have access
thereto. Notwithstanding the foregoing, the Consultant shall not be required
to
maintain confidentiality with respect to information (i) which is or becomes
part of the public domain; (ii) of which it had independent knowledge prior
to
disclosure; (iii) which comes into the possession of the Consultant or its
employees or agents in the normal and routine course of its own business from
and through independent non-confidential sources; or (iv) which is required
to
be disclosed by the Consultant pursuant to legal process or in accordance with
governmental or regulatory requirements. If the Consultant is requested or
required (by oral questions, interrogatories, requests for information or
document subpoenas, civil investigative demands, or similar process) to disclose
any confidential information supplied to it by the Company, or the existence
of
other negotiations in the course of its dealings with the Company or its
representatives, the Consultant shall, unless prohibited by law, promptly notify
the Company of such request(s) so that the Company may seek an appropriate
protective order.
8.
Indemnification:
The
Company agrees to indemnify and hold harmless the Consultant, its partners,
employees, agents, representatives and controlling persons (and the officers,
directors, employees, agents, representatives and controlling persons of each
of
them) from and against any and all losses, claims, damages, liabilities, costs
and expenses (and all actions, suits, proceedings or claims in respect thereof)
and any legal or other expenses in giving testimony or furnishing documents
in
response to a subpoena or otherwise (including, without limitation, the costs
of
investigating, preparing or defending any such action, suit, proceeding or
claim, whether or not in connection with any action, suit, proceeding or claim
in which the Consultant is a party), as and when incurred, directly or
indirectly, caused by, relating to, based upon or arising out of the
Consultant's service pursuant to this Agreement. The Company further agrees
that
the Consultant shall incur no liability to the Company or any other party on
account of this Agreement or any acts or omissions arising out of or related
to
the actions of the Consultant relating to this Agreement or the performance
or
failure to perform any services under this Agreement, except for the
Consultant's gross negligence or intentional or willful misconduct.
Notwithstanding anything contained herein to the contrary, the Company shall
not
indemnify the Consultant, and shall incur no liability to the Consultant, for
any losses, claims, changes, liabilities, costs and expenses arising out of
or
related to the Consultant's violation of any rules or regulations promulgated
by
the Securities and Exchange Commission. The obligations of the Company under
the
Section shall survive the termination of this Agreement.
9.
Independent
Contractor:
the
Consultant shall perform its services hereunder as an independent contractor
and
not as an employee of the Company or an affiliate thereof. It is expressly
understood and agreed to by the parties hereto that the Consultant shall have
no
authority to act for, represent or bind the Company or any affiliate thereof
in
any manner, except as may be agreed to expressly by the Company in writing
from
time to time.
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10.
Miscellaneous:
(a)
This
Agreement between the Company and the Consultant constitutes the entire
agreement and understanding of the parties hereto and supersedes any and all
previous agreements and understandings, whether oral or written, between the
parties with respect to the matters set forth herein.
(b)
Any
notice or communication permitted or required hereunder shall be in writing
and
shall be deemed sufficiently given if hand-delivered or sent (i) postage prepaid
by registered mail. Return receipt requested, or (ii) by facsimile, to the
respective parties as set forth below, or to such other address as either party
may notify the other in writing:
|
To
the Company:
|
ValueRich,
Inc.
0000
X. Xxxxx Xxxxxxx, Xxx. X
Xxxx
Xxxx Xxxxx, XX 00000
Tel:
(000) 000-0000
Fax
(000) 000-0000
Attn:
Xxxxxx Xxxxxxxx, CEO
|
|
|
With
a copy to:
|
Xxxxxx
& Xxxxx, XX
Mission
Bay Office Plaza
00000
Xxxxx Xxxx 0, Xxx 000
Xxxx
Xxxxx, XX 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
Attn:
Xxxx Xxxxxx, Esq.
|
|
To
the Consultant:
|
Lane
Capital Markets, LLC.
000
Xxxxxx Xxxxx Xxxx
Xxxxxxxxx,
XX 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
Attn:
Xxxx Xxxx, CEO
|
|
|
With
a copy to:
|
The
Xxxxxxx Law Firm
The
Galleria
0
Xxxxxx Xxxxxx
Xxxxxxxx
0, 0xx
Xxxxx
Xxx
Xxxx, XX 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
Attn:
Xxxxxxxx X. Xxxxxxx, Esq.
|
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(c)
This
Agreement shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors, legal representatives and
assigns.
(d)
This
Agreement may be executed in any number of counterparts, each of which together
shall constitute one and the same original document.
(e)
No
provision of this Agreement maybe amended, modified or waived, except in a
writing signed by all of the parties hereto.
(f)
This
Agreement shall be construed in accordance with and governed by the laws of
the
State
of New York,
without
giving effect to conflict of law principles. The parties hereby agree that
any
dispute which may arise between them arising out of or in connection with this
Agreement, shall be adjudicated before a court located in New York City, and
they hereby submit to the exclusive jurisdiction of the courts of the State
of
New York located in New York, New York and of the Federal District Court for
the
Southern District of New York with respect to any action or legal proceeding
commenced by any party, and they irrevocably waive any objection they now or
hereafter may have respecting the venue of any such action or proceeding brought
in such a court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Agreement, and consent to the service of
process in any such action or legal proceeding by means of registered or
certified mail, return receipt requested, in care of the address set forth
in
Section 10(b) hereof.
5
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed, as of the day
and
year first above written.
| VALUERICH, INC. | ||
| |
|
|
| By: | ||
|
Xxxxxx
Xxxxxxxx
Chief
Executive Officer
|
||
| LANE CAPITAL MARKETS, LLC | ||
| |
|
|
| By: | ||
|
Xxxx
X. Xxxx
Chief
Executive Officer
|
||
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