Exhibit No. 10.22
FINANCIAL CONSULTING AGREEMENT
AGREEMENT made as of this 11th day of September, 1996 by and between
CPI Aerostructures, Inc. (the "Company") with an address at 000X Xxxxxxxxx
Xxxxx, Xxxxxxxx, X.X. 00000 and Xxxxxxx Xxxxxxxx (the "Consultant"), with an
address at 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.
W I T N E S S E T H
WHEREAS, the Consultant has previously provided financial consulting
services to the Company, has continued to assist the Company and desires to
continue to assist the Company.
WHEREAS, the Company desires to retain the Consultant to provide
on-going financial consulting services; and
WHEREAS, the Consultant desires to be retained to render such services.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. The Company hereby retains the Consultant to perform consulting
services related to corporate finance and other financial services matters, and
the Consultant hereby accepts such retention. In this regard, subject to the
terms set forth below, the Consultant shall furnish to the Company advice and
recommendations with respect to potential acquisitions by the Company as the
Company shall, from time to time, reasonably request upon reasonable notice. In
addition, the Consultant shall hold itself ready to assist the Company in
evaluating and negotiating particular aspects of acquisitions if requested to do
so by the Company, upon reasonable notice.
2. The Consultant intends to make a market in the Company's securities
during the term of the Agreement.
3. In full satisfaction for services to be rendered by Consultant under
this Agreement, the Consultant hereby accepts, upon execution of this agreement:
(a) Warrants (the "Warrants") to purchase 60,000 shares of the
Company's Common Stock as set forth in a separate Warrant Certificate issued on
this date.
(b) The Company shall pay to the Consultant a monthly fee of
$2,500, for the full term of 12 months, payable monthly in advance. In addition
to this monthly compensation hereunder, the Company will reimburse the
Consultant for any and all reasonable expenses incurred by the Consultant in the
performance of its duties hereunder, and the Consultant shall account for such
expenses to the Company; provided, however, that any expenses in excess of $100
shall require the prior written approval of the Company, which will not be
unreasonably withheld. Such reimbursement shall accumulate and be paid monthly.
(c) The Company hereby amends the Registration Rights
provisions of the Warrants to provide that: If at any time after December 31,
1997 and prior to September 11, 2001 the shares of Common Stock (the "Shares")
remaining issued or issuable upon exercise of the Warrants are not then
registered under one or more Piggyback Registrations and then covered by a
prospectus complying with the requirements of the Securities Act and the
Consultant has not been offered the opportunity by the Company to register such
shares on a Piggyback Registration, the Consultant may by written notice to the
Company require the Company to file a registration statement under the
Securities Act covering such Shares as Consultant may specify in such notice.
The Consultant shall be entitled so to require the Company to file a
registration statement pursuant to this section on only one (1) occasion. The
Company will file such a registration statement within ninety (90) days of
receipt of such notice; and thereafter will process such registration statement
diligently to effectiveness; will cause such registration statement to become
effective as promptly as practicable; will promptly file all such supplements
and post-effective amendments to such registration statement and take any such
other actions as may be necessary or appropriate to make available to Consultant
on as continuous a basis as is practicable, a prospectus meeting the
requirements of the Securities Act through the earliest of (a) the date on which
all of the underlying shares have been sold and distributed by Consultant, (b)
the date on which, in the opinion of counsel for both the Company and
Consultant, all of the Shares which Consultant then holds may be immediately
transferred pursuant to the provisions of Rule 144 under the Securities Act, and
(c) September 11, 2001. In that regard, the Company makes no representations or
warranties as to its ability to have any registration statement or
post-effective amendment thereto declared effective.
4. All obligations of the Consultant contained herein shall be subject
to the Consultant's reasonable availability for such performance, in view of the
nature of the requested service and the amount of notice received. The
Consultant shall devote such time and effort to the performance of its duties
hereunder as the Consultant shall determine is reasonably necessary for such
performance. 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 shall furnish to the Consultant all information relevant to the
performance by the Consultant of his 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
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material to the advise to be rendered, and all material or information
reasonably requested by the Consultant. In the event that the Company fails or
refuses to furnish any such 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 his
obligations hereunder.
5. Nothing contained in this Agreement shall limit or restrict the
right of the Consultant or of any partner, employee, agent or representative of
the Consultant, to be a partner, director, officer, employee, agent or
representative of, or to engage in, any other business, whether of a similar
nature or not, nor to limit or restrict the right of the Consultant to render
services of any kind to any other corporation, firm, individual or association.
6. The Consultant will hold in confidence any confidential information
which the Company provides to the Consultant pursuant to this Agreement unless
the Company gives the Consultant permission in writing to disclose such
confidential information to a specific third party. 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 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 by governmental
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 dealing 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.
7. The Company agrees to indemnify and hold harmless the Consultant,
his 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 the Consultant is a party), as and when incurred,
directly or indirectly, caused by, relating to,
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based upon or airing 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 intentional or willful misconduct. This
paragraph shall survive the termination of this Agreement.
8. 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.
9. The failure or neglect of the parties hereto to insist, in any one
or more instances, upon the strict performance of any of the terms or conditions
of this Agreement, or their waiver of strict performance of any of the terms or
conditions of this Agreement, shall not be construed as a waiver or
relinquishment in the future of such term or condition, but the same shall
continue in full force and effect.
10. This Agreement is for a term of twelve (12) months and may not be
terminated by the Company except for Cause. For purposes of this Agreement,
Cause is defined as (i) reckless disregard to perform his duties as set forth
herein, or (ii) willful misfeasance, or (iii) any act of dishonesty by the
Consultant with respect to the Company. This Agreement may be terminated by the
Consultant at any time upon 30 days' notice. Paragraphs 6 and 7 shall survive
the expiration or termination of this Agreement under all circumstances.
11. Any notices hereunder shall be sent to the Company and to the
Consultant at their respective addresses set forth above, or to such other
designated address provided for hereinafter. 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.
12. 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.
13. This Agreement contains the entire agreement between the parties,
may not be altered or modified, except in writing and signed by the party to be
charged thereby, and supersedes any and all previous agreements between the
parties relating to the subject matter hereof.
14. This Agreement shall be binding upon the parties hereto, the
indemnified parties referred to in Section 7, and their
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respective heirs, administrators, successors and permitted assigns.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first above written.
CPI Aerostructures, Inc.
By: /s/ Xxxxxx August
------------------------------
Xxxxxx August, President
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
CPI AEROSTRUCTURES, INC.
000X XXXXXXXXX XXXXX
XXXXXXXX, XX 00000
December 30, 1996
Xx. Xxxxxx Xxxxxxxx
Andrew, Alexander,
Wise & Company, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Andy:
As part of a Financial Consulting Agreement entered into as of
September 11, 1996 by and between CPI Aerostructures, Inc. (the "Company") and
Xxxxxxx Xxxxxxxx, you were granted warrants (the "Warrants") to purchase 60,000
shares of Common Stock of the Company. It is hereby agreed by your signature
below that the grant of the Warrants is rescinded and the Warrants are hereby
deemed null and void. In consideration for the rescission of the Warrants, the
Company hereby extends the term of the Financial Consulting Agreement for an
additional 12 months and agrees to pay Xxxxxxx Xxxxxxxx an additional $2,500 per
month, or $30,000. The Financial Consulting Agreement otherwise remains in full
force and effect.
Thank you for your consideration.
Very truly yours,
CPI AEROSTRUCTURES, INC.
By: /s/ Xxxxxx August
-------------------------
Xxxxxx August, President
Accepted and Agreed to:
/s/ Xxxxxxx Xxxxxxxx
---------------------------------
Xxxxxxx Xxxxxxxx
