EXHIBIT 10.3
May 14, 2007
Seguso Holding, Inc
0000 00xx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxxx President & CEO
Dear Mr. Seguso:
This letter replaces and supersedes the letter agreement between the parties,
dated May 20, 2005. This Agreement, when executed by the parties hereto, will
constitute an agreement between Seguso Holding, Inc. (the "Company")and Xxxxxx
Associates L.P. ("MA") pursuant to which the Company agrees to retain MA and MA
agrees to be retained by the Company under the terms and conditions set forth
below.
1. The Company hereby retains MA to perform consulting services related to
identifying potential acquisition candidates and other financial service
matters, and MA hereby accepts such retention on a non-exclusive basis. In this
regard, subject to the terms set forth below, MA shall furnish to the Company
advice and recommendations with respect to such aspects of the business and
affairs of the Company as the Company shall, from time to time, reasonably
request upon reasonable notice. The services, which MA will perform, shall
include, without limitation, assisting the Company in evaluating and negotiating
particular contracts or transactions, if requested to do so by the company, upon
reasonable notice.
2. The Compensation of MA will be based on a success fee as per paragraph 4. In
addition to its compensation hereunder, the Company will reimburse MA for any
and all reasonable expenses incurred by MA in the performance of its duties
hereunder, and MA shall account for such expenses to the Company provided,
however, that any expense in excess of $500 shall require the prior written
approval of the Company which will not be unreasonably withheld. Such
reimbursement shall accumulate and be paid monthly.
3. In addition, MA shall hold itself ready to assist the Company in evaluating
and negotiating particular contracts or transactions, if requested to do so by
the Company, upon reasonable notice, and will undertake such evaluations and
negotiations upon prior written agreement as to additional compensation to be
paid by the Company to MA with respect to such evaluations and negotiations.
Nothing herein shall require the Company to utilize MA services in any
particular transactions nor shall limit the Company's obligations arising under
any other agreement or understanding.
4. The Company and MA further acknowledge and agree that MA may act as a finder
or financial consultant in various business transactions in which the Company
may be involved, such as mergers, acquisitions or joint ventures. The Company
and MA will agree to a compensation on deal by deal basis prior to each such
transaction.
5. MA will hold in confidence any confidential information, which the Company
provides MA pursuant to this Agreement unless the Company gives MA permission in
writing to disclose such confidential information to a specific third
1
party. In addition, all confidential information which the Company provided to
MA in connection with any prior or ongoing Offering shall be considered
information for purposes of this Agreement.
6. (a) The Company agrees to indemnify and hold harmless Xxxxxx, 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 cost 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 Xxxxxx is a party), as and when incurred, directly
or indirectly, caused by, relating to, based upon or arising out of Xxxxxx'
services pursuant to this Agreement; provided, however, Roan/Xxxxxx shall not be
entitled to indemnification for its own gross negligence or willful misconduct.
This paragraph shall survive the termination of this Agreement.
(b) Xxxxxx agrees to indemnify and hold harmless the company, its
officers, directors, shareholders, 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 cost 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 Xxxxxx is
a party), as and when incurred, directly or indirectly, caused by, relating to,
based upon or arising out of Xxxxxx' services pursuant to this Agreement;
provided, however, the Company shall not be entitled to indemnification for its
own gross negligence or willful misconduct. This paragraph shall survive the
termination of this Agreement.
7. This Agreement may not be transferred, assigned or delegated by any of the
parties hereto without the prior written consent of the other party hereto.
8. This Agreement is for a term of two (2) years from the date of this Agreement
or May 20, 2009, whichever is later, and may be terminated by either party upon
30 days' notice after ninety (90) days. Paragraphs 4 and 6 shall survive the
expiration or termination of this Agreement under all circumstances.
9. Any notices hereunder shall be sent to the Company and to MA at their
respective addresses set forth above. Any notice shall be given by registered or
certified mail, postage prepaid, and shall be deemed to have been given when
deposited in the United States mail. Either party may designate any other
address to which notice shall be given, by giving written notice to the other of
such change of address in the manner herein provided.
10. This Agreement has been made in the State of New York and shall be construed
and governed in accordance with the laws thereof without giving effect to
principles governing conflicts of law.
2
If you are in agreement with the foregoing, please execute two copies of this
letter in the space provided below and return them to the undersigned.
Very truly yours,
XXXXXX ASSOCIATES L.P.
By: /s/ Xxxxx Xxxxxx
--------------------------
Xxxxx Xxxxxx
President
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST ABOVE WRITTEN
Seguso Holdings, Corp
By: /s/ Xxxxxx Xxxxxx
-------------------------
Name: Xxxxxx Xxxxxx
Title: President, Chief Executive Officer
3
