EXHIBIT 10.14
BRISTOL CAPITAL LIMITED
0000 XXXXXXXX XXXXX
XXXXX 000
XXXXXXXXXX, XX 00000
678-393-3926
December 22, 1999
PERSONAL AND CONFIDENTIAL
Xx. Xxxxxx XxXxxxxxx
XxxxxxXXxxxx.xxx
0000 Xxxxxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Dear Xxx,
This letter outlines the manner in which Bristol Capital, LLC ("Bristol
Capital") proposes to assist you in obtaining investment capital financing for
XxxxxxXXxxxx.xxx, and its successors in interest, affiliates, partners and
related business entities (the "Business"). Please review the terms of this
agreement and, if acceptable, return a signed copy to us.
TERMS
SUCCESS FEE. Bristol Capital shall receive a fee Contingent upon, the completion
of a transaction involving Financing as defined below. If the financing of the
Business or any interest of the Business is effectuated with financiers or
investors presented by Bristol Capital, Bristol shall be paid in cash at closing
or at each subsequent closing and if accomplished in multiple transactions, a
success fee equal to 10 percent for any Financing related to equity, debt or
other bridge loans as well as warrants for 10% of stock in the Business.
Additionally, as part of the Success Fee, the Business will grant to Bristol
Capital a First Right of Refusal for any subsequent financing on terms to be
negotiated. In the event public financing is included in any subsequent
financing, where Bristol Capital is involved, Bristol reserves the right to
require warrants or stock options as part of its fee. Finally, it is agreed that
Xx. Xxxxxx Xxxxxxxx will compensate Crescent Capital out of the Success Fee
received by Bristol Capital.
FINANCING. The term "Financing" as used herein is total invested monies
including equity, debt or other financing paid in connection with the investment
or financing of the Business in any form which may or may not include the
purchase or acquisition of various other corporations, intellectual property
rights and other business entities.
TERM. The contract period (the "Contract Period ") shall be one year, (unless
GlobalETutor continuea to use the funding sources provided by Bristol) during
which time Bristol Capital agrees
to perform the activities outlined above. However, the Business has the right to
terminate ("Termination") the Project at any time after the sixth month
following the commencement of the project, upon thirty (30) days written notice.
TERMINATION. Termination does not relieve the Business of its responsibility
regarding the Success Fee owed to Bristol Capital or the other associated costs
or expenses as defined herein. At the end of the Contract Period (if Financing
has not been effectuated), or after Termination, Bristol shall submit to the
Business a list of all potential investors/financiers who have been contacted by
Bristol, or with whom Bristol is actively working in connection with this
agreement. If any investors/financiers on the contact list actually invest in,
lend to or otherwise provide Financing to the Business within twelve (12) months
of the end of the Contract Period, after Termination, or at any time in the
future for the purpose of funding, expanding or constructing new or existing
call centers, the Success Fee shall be due to Bristol Capital, regardless of the
fact that the contract Period may have expired or been Terminated. Bristol
Capital recognizes that time is of the essence regarding this project, and will
do its utmost to assist the Business in effectuating a transaction as soon as
possible.
CONFIDENTIALITY. When engaged, Xxxxxxx Capital agrees to maintain the
confidentiality of all information concerning the Business. Bristol Capital will
also maintain as confidential the existence of the overall project.
CONSTRUCTION. The terms of this agreement shall be construed under the laws of
the State of Georgia.
LEGAL ADVICE. Bristol Capital does not provide legal advice and recommends that
the Business retain counsel of its own choosing as needed for any legal advice.
SECURITIES. Bristol Capital is not in the business of and does not sell
securities as defined under Federal and State law regulations. The hiring of
Bristol involves the finding of private funding and Financing not associated
with the sale of securities and disclosure requirements. By entering into this
Agreement, the business agrees and stipulates that it is not hiring Bristol to
engage in the sale of securities.
Finally, as we discussed, we are excited about the prospects for the Business.
Beyond this initial arrangement, we look forward to working with you to help
make your business a great success.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxx
XXXXXX X. XXXXXXXX, for BRISTOL CAPITAL
BY YOUR SIGNATURE BELOW YOU INDICATE:
(1) YOUR WILLINGNESS AND AGREEMENT TO BE BOUND BY THE TERMS AND
CONDITIONS CONTAINED IN THIS ENGAGEMENT LETTER; AND
(2) YOUR AUTHORITY TO ENTER INTO AND BIND THE LEGAL ENTITIES FOR WHOM YOU
SIGN THIS AGREEMENT.
ACCEPTED /s/ Xxxxxx XxXxxxxxx, CEO DATE 12-22-99
XxxxxxXXxxxx.xxx
ACCEPTED /s/ Xxxxxx X. Xxxxxxxx DATE 12-22-99
/s/ Xxxx Xxxxx
