IAC Acquisition Partners
c/o 00 Xxxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Xxxxx X. Read
IAC Holdings, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
February 9, 1998
Dear Mr. Xxxx:
This letter records our agreement in connection with your acquisition of a
controlling interest in Industrial Acoustics Company, Inc. ("IAC"), and the
compensation to be paid to IAC Acquisition Partners ("IACAP") for its services
provided in connection therewith.
IACAP will receive the following compensation with the acquisition:
(a) A due diligence and consulting fee, payable in cash at closing, equal to
1.5% of the total consideration (not including closing costs) payable for IAC
shares purchased by IAC Holdings, Inc.
(b) An option to acquire stock in IAC Holdings, Inc. equal to 12% on a fully
diluted basis, to be fully vested on closing and exercisable upon the sale by
Holdings of all or a majority of its interest in IAC.
The option exercise price shall be equal to Holdings' average net price per IAC
share. The options shall contain anti-dilution protection providing that the
options held by IACAP shall never fall below 10% on a fully diluted basis.
In addition, IACAP shall have the right (but not the obligation) to invest in
IAC Holdings, at closing, on the same terms as you, up to a total of $500,000.
Very truly yours,
/s/ Xxxxx X. Xxxxxxxxx
for IAC Acquisition Partners
Accepted and agreed to:
on February 9, 1998
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, for
IAC Holdings, Inc.
