EXHIBIT 10.14
FINANCIAL ADVISORY AGREEMENT
AGREEMENT made the 13th day of October, 2004, by and between
HCFP/Xxxxxxx Securities, LLC, a New York limited liability company, having an
address at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("HCFP"),
and GigaBeam Corporation, a Delaware corporation, having an address at 00000-X
Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the "Company").
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission for a proposed public offering of its
securities to be underwritten by HCFP ("IPO"); and
WHEREAS, pursuant to the Underwriting Agreement between the Company and
HCFP, the Company has agreed to retain HCFP as a financial advisor;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Company retains HCFP as a nonexclusive financial advisor to
provide to the Company when requested by the Company from time to time, during
normal business hours, upon reasonable notice, advice concerning shareholder
relations, including advice regarding the preparation of reports and other
releases, long-term financial planning, corporate reorganization and expansion,
capital structure, borrowings and other financial assistance. These services
shall be rendered by HCFP without any direct supervision by the Company and at
such time and place and in such manner (whether by conference, telephone, letter
or otherwise) as HCFP may reasonably determine. HCFP shall make available such
time as it, in its sole and reasonable discretion, shall deem appropriate for
the performance of its obligations under this Agreement.
2. This Agreement shall become effective as of the effective date of
the IPO and shall continue for a period of six months thereafter.
3. As compensation for its services, the Company shall pay HCFP an
advisory fee of $10,000 per month, for an aggregate fee of $60,000, all of which
shall be payable in advance, at the closing of the IPO.
4. HCFP covenants that all proprietary or confidential information that
it obtains knowledge of as a result of the services rendered pursuant to this
Agreement shall be kept confidential and shall not be used by HCFP or disclosed
by HCFP to any third party without the prior written approval of the Company,
except as otherwise required by law. HCFP hereby acknowledges that it is aware
(and that its representatives will be advised) that the United States securities
laws prohibit any person who is in possession of material non-public information
about a company from (i) purchasing or selling securities of that company or
(ii) communicating such information to any other person, under circumstances
under which it is foreseable that such person is likely to purchase or sell
securities of such company.
5. HCFP shall bear all costs and expenses incurred by HCFP directly in
connection with the performance of its services hereunder, unless otherwise
agreed to by the Company.
6. HCFP and the Company acknowledge that HCFP is an independent
contractor. HCFP shall not hold itself out as, nor shall it take any action from
which others might infer that it is, a partner, agent or joint venturer of the
Company. HCFP shall not take any action which binds, or purports to bind, the
Company.
7. This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. It may not be changed except by
agreement in writing signed by the party against whom enforcement or any waiver,
change, discharge, or modification is sought. Waiver of or failure to exercise
any rights provided by this Agreement in any respect shall not be deemed a
waiver of any further or future rights.
8. In the event of any dispute under this Agreement, then and in such
event, each party hereto agrees that the dispute shall be submitted to the
American Arbitration Association in Nassau County, New York, for its decision
and determination in accordance with its rules and regulations then in effect.
Each of the parties agrees that the decision and/or award made by the
Association may be entered as judgment of the courts of the State of New York,
and shall be enforceable as such.
9. This Agreement shall be construed and enforced in accordance with
the laws of the State of New York without giving effect to conflict of laws.
10. This Agreement may not be assigned by either party without the
written consent of the other. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and, except where prohibited, to
their successors and assigns.
11. Nothing herein shall be deemed to restrict or prohibit the
engagement by the Company of other consultants providing the same or similar
services or the payment by the Company of fees to such parties.
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12. This Agreement may be terminated by the Company at any time upon
prior written notice to HCFP; provided, however, that no such termination shall
reduce the amount payable under Section 3 or result in any refund of amounts
previously paid under Section 3, which latter amounts shall be deemed earned in
all respects prior to termination of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
GIGABEAM CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Chief Executive Officer
HCFP/XXXXXXX SECURITIES, LLC
By: /s/ Xxx Xxxxx Xxxxxxxxx
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Xxx Xxxxx Xxxxxxxxx
Vice Chairman
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