Ladenburg Xxxxxxxx [letterhead]
January 1, 1998
Immediate Entertainment Group, Inc.
Paul Xxxxxxx Xxxxxxx 00
00000 Xxxxxxxxx
GERMANY
Re: Restatement of Retention Agreement Dated October 31, 1997
Attention: Xxxxxxx Xxxxxxxxxx
Chairman
Gentlemen:
We are writing this letter to restate and confirm our agreement
("Agreement") that Xxxxxx Xxxx is authorized to represent Immediate
Entertainment Group, Inc. and its affiliates and related entitles
(collectively, the "Company") and to assist the Company as its financial
advisor in connection with the possible acquisition of acquisition targets
introduced by Xx. Xxxx. Also covered by this Agreement is any transaction
involving the Company by means of any merger, consolidation,
recapitalization, joint venture, business combination, exchange offer or
purchase or sale of securities or assets or transaction introduced by Xx. Xxxx
which results in a change of control of any acquired entity, to its assets,
securities or business. For the purpose of this Agreement, any of the
foregoing shall constitute a "Transaction."
This Agreement shall become effective at November 4, 1997, and the
initial term of this Agreement and the appointment provided for herein shall
end on the earlier of (i) February 28, 1998, and (ii) the date on which the
proposed Transaction introduced by Xx. Xxxx, relating to a German television
network, closes. The Company will have the option to extend this Agreement
at the end of the initial or any renewal term for successive three month
renewal terms. The period during which this Agreement remains in effect is
referred to as the "Term." At such time after the initial term as the Company
and Xx. Xxxx agree to advantageous, Xx. Xxxx will introduce the Company to
Ladenburg Xxxxxxxx & Co., with a view toward formalizing an investment banking
relationship between the Company and that firm. The Company agrees to use
reasonable efforts to effect one or more Transactions acceptable to it during
the Term.
I. Performance of Services
Under this Agreement, Xx. Xxxx will work with the Company and use
reasonable efforts to attempt to consummate one or more satisfactory
Transactions, including the following services as reasonably requested by the
Company.
1. Provide corporate finance advise and consultation, as reasonably
required to assist in this engagement.
2. Discuss and evaluate with the Company various strategies and
advise the Company with respect to the implementation of these
strategies in order to conclude one or more Transactions
designed to achieve the Company's aforestated acquisition
objectives.
3. Advise and assist the Company in the negotiation and consummation
of one or more transactions.
II. Compensation of Services
A. As compensation, for all services rendered hereunder, the Company
shall pay Xx. Xxxx a monthly retainer on the first day of each calendar month
during the Term, commencing with January 1998, in the amount of $25,000. In
addition, the Company shall grant Xx. Xxxx warrants to purchase 250,000
shares of the Company's common stock, $0.001 par value, at $2.00 per share for
each Transaction introduced by Xx. Xxxx that is consummated by the Company
during the Term or within six months after the end of the Term and which
involves Aggregate Consideration in the amount of $5,000,000.00 or more.
Aggregate Consideration is defined and computed as follows:
1. The total purchase price and other consideration paid by the
Company upon the consummation of any Transaction (including payments made in
installments, paid into escrow and/or deferred), inclusive of cash, debt and
equity securities, notes, property, shareholder payables and indebtedness
assumed or retired.
2. If a portion of such consideration includes contingent payments,
Aggregate Consideration shall also include the value of such payments when
and if paid. If the Aggregate Consideration for the Transaction consists in
whole or in part of securities or other property, for the purposes of
calculating the amount of Aggregate Compensation, the value of such securities
or other property will be the value thereof on the day preceding the
consummation of the Transaction as the Company and Xx. Xxxx agree: provided
however that in this case of securities for which there is a public trading
market, value will be determined by the average last sales prices for such
securities for the last twenty trading days prior to such consummation. In
the case of debt securities for which there is no public trading market, the
value thereof shall be the principal amount thereof. If there is no public
trading market for securities or other property other than debt securities
receivable as part of Aggregate Consideration and the parties are unable to
agree on their value, then each of Xx. Xxxx and the Company will select an
investment banking firm respected in the merger and acquisition field to
determine a value and the midpoint between the two values established by the
two independent experts will be the fair market value for the purposes hereof.
B. The Company agrees to reimburse Xx. Xxxx for reasonable
out-of-pocket expenses up to a maximum of $10,000 incurred in carrying out
the terms of this Agreement, including telephone, travel, facsimile, and
courier fees. Any reimbursements of expenses over that amount must be
approved by the Company. These out-of-pocket expenses will be payable from
time to time promptly upon invoicing by Xx. Xxxx after commencement of this
Agreement.
C. If the Company requires financing in order to consummate a
Transaction, Xx. Xxxx will seek to arrange such financing on condition that
the Company and Xx. Xxxx enter into a separate agreement on mutually
acceptable terms providing additional compensation to Xx. Xxxx for such
services.
The provisions of this section II shall survive the termination and
expiration of this Agreement.
III. Indemnification
The Company and Xx. Xxxx hereby agree to the terms and conditions of
the Indemnification Agreement attached hereto as Appendix A with the same
force and effect as if such terms and conditions were set forth at length
herein.
IV. Disclosure
Any financial or other advise, descriptive memoranda or other
documentation rendered by Xx. Xxxx pursuant to this Agreement may not be
disclosed publicly. All non-public information provided by the Company to
Xx. Xxxx will be considered as confidential information and shall be
maintained as such by Xx. Xxxx, except as required by law or as required to
enable Xx. Xxxx to perform services pursuant to this Agreement, until the same
becomes known to third parties or the public without release thereof by Xx.
Xxxx.
The Company agrees to provide to Xx. Xxxx, among other tings, all
reasonable information requested or required by Xx. Xxxx, including, but not
limited to, information concerning historical and projected financial results
and possible and known litigious, environmental and other contingent
liabilities of the Company. The Company also agrees to make available to Xx.
Xxxx such representatives of the Company, including, among others, directors,
officers, employees, outside counsel and independent certified public
accountants, as Xx. Xxxx may reasonably request. The company will promptly
advise Xx. Xxxx of any material changes in its business or finances. The
Company represents that all information made available to Xx. Xxxx by
the Company will be complete and correct in all material respects and will
not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein not misleading
in light of the circumstances under which such statements are made. In
rendering his services hereunder, Xx. Xxxx will be using and relying primarily
on such information without independent verification thereof or independent
appraisal of any of the Company's assets. Xx. Xxxx does not assume
responsibility for the accuracy or completeness of the information to which
reference is made above.
V. Obligation of Xxxxxx Xxxx
The services herein provided are to be rendered solely to the Board of
Directors of the Company. They are not being rendered by Xx. Xxxx as an
agent or as a fiduciary of the shareholders of the Company and Xx. Xxxx shall
not have any liability or obligation with respect to his services hereunder to
such shareholders or any other person, firm or corporation.
VI. Entire Agreement, Government Laws and Jurisdiction, Etc.
This Agreement sets for the entire understanding of the parties
relating to the subject matter hereof and supersedes and cancels any prior
communications, understandings and agreements between the parties. This
Agreement cannot be terminated or changed, not can any of its provisions be
waived, except by written agreement signed by all parties hereto. This
Agreement shall be binding upon and insure to the benefit of any successors,
assigns, heirs and personal representatives of the Company and Xx. Xxxx.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed solely in such state by citizens thereof. Any dispute arising out
of this Agreement shall be adjudicated in the courts of the State of New York
or in the federal courts sitting the Southern District of New York, and the
Company hereby agrees that service of process upon it by registered or
certified mail at its address set forth above shall be deemed adequate and
lawful. The parties hereto shall deliver notices to each other by personal
delivery or by registered or certified mail (return receipt requested) at the
addresses set forth above. Courtesy copies of all notices will also be sent
to Xxxxxxx X. Xxxx, Esq. c/o Kent, Xxxxxx & Xxxxxx, LLP at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000.
VII. Acceptance
Please confirm that the foregoing restatement is in accordance with
your understanding by signing upon behalf of the Company and returning an
executed copy of this Agreement, whereupon after execution by Xx. Xxxx it
shall become a binding agreement between the company and Xx. Xxxx. A telecopy
of a signed original of this Agreement shall be sufficient to bind the parties
whose signatures appear hereon.
Very truly yours,
/s/Xxxxxx Xxxx
ACCEPTED AND AGREED TO:
IMMEDIATE ENTERTAINMENT GROUP, INC. AND ITS AFFILIATES AND RELATED ENTITIES
By:/s/Xxxxxxx Xxxxxxxxxx, Chairman
Date as of: January 1, 1998
