SECOND Amendment
SECOND Amendment
This Second Amendment (“Amendment No. 2”) is effective May 27, 2006 and is the second amendment to the MERGERS & ACQUISITION ADVISORY AGREEMENT dated May 27, 2005 which was among and between Stanton, Walker & Company and SoftNet Technology Corp.
Modification One
It is hereby agreed that paragraph 13.0 shall be amended to:
13.0 Term/Termination. This Agreement is for a term of twenty four (24) months ending May 26, 2007.
Further Agreement
As consideration for Consultant entering into this Second Amendment to the Agreement, Client agrees to cause sixty thousand dollars worth of its common stock (the “Renewal Fee”), par value $.001 per share, to be issued to Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, affiliates of Stanton, Walker & Company. The exact number of shares shall be determined by taking the average closing price of Client’s common stock for May 23, 2006, May 24, 2006 and May 25, 2006 and dividing that number into $ 60,000. The shares shall then be divided in two and issued in equal quantities to Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The shares when issued shall be free trading, registered with the Securities and Exchange Commission. The registration and issuance of the Renewal Fee shares shall take place no later than June 1, 2006. All costs in connection therewith shall be borne by Client.
Modification Two
In is also hereby agreed that paragraph 1 shall be amended to:
- Mergers and Acquisitions. Consultant will provide assistance to Client, as mutually agreed, in identifying merger and/or acquisition candidates and assisting in any due diligence process. It is expressly understood that Consultant shall have no power to bind Client to any contract or transaction obligation. Additional compensation to Consultant for the successful mutual execution of a Letter of Intent and Closing of any merger or acquisition shall be made pursuant to Sections 1.a, 1.a.i and 1.a.ii below:
- Mergers and Acquisitions. Consultant agrees, from time to time, to provide consultative services to Client in acquiring, merging, and/or divesting businesses, and/or operations on a non-exclusive basis, as Consultant deems appropriate in its sole discretion. Consultant will introduce the Client to one or more parties who might be interested in (whether by way of merger, consolidation, asset purchase, technology license, or substantially similar transaction) either, (a) acquiring some or all of Client’s assets or, (b) selling some or all of their own assets to Client and/or, (c) entering into some form of strategic alliance with Client. In consideration of Consultant’s services, Client agrees to pay Consultant the bonus set forth in paragraph 1.a.ii.
Second Amendment dated May 27, 2006 Page 2
- Performance by Consultant. Consultant shall be deemed to have earned its entire fee under Section 1.a.ii upon, (i) Consultant’s introduction of any potential acquirer or seller of assets or merger candidate or, (ii) upon Consultant providing consultative services to Client on merger, acquisition and/or divestiture efforts for an introduced or non-introduced merger, acquisition and/or divestiture candidate and, (iii) the execution by Client of a Letter of Intent (“LOI”) and/or Definitive Agreement (“DA”) with respect to a merger, acquisition, and/or divestiture by Client made within the Term of this Agreement (as amended) or the first twelve months after the completion of the Term of this Agreement (as amended). Consultant shall be entitled to receive a fee (as described in paragraph 1.a.ii., below) for each merger, acquisition and/or divestiture by the Client. Each such obligation of Client to pay such fee shall be deemed a separate agreement hereunder severable from each of the other obligations to pay engagement fees or other fees hereunder and each obligation shall be separately enforceable as if separate written agreements existed for each introduction and/or consultative service made by Consultant.
- Amount and Payment of Consultant’s Introduction Bonus For Merger/Acquisition.
For all existing acquisition candidates as set forth in Exhibit 1 attached hereto:
For a signed Letter of Intent or similar document that is mutually executed between Client and an organization listed on Exhibit 1 attached hereto, Client shall issue to Consultant such number of its common stock to equal the specified percent ( LOI% for that organization as set forth in Exhibit 1) of the contemplated total value of the transaction as outlined in the executed Letter of Intent. The shares shall be issued within five (5) business days of the execution of the Letter of Intent in equal quantities to Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx, alter egos of Stanton, Walker & Company. In addition these shares shall be registered with The Securities and Exchange Commission within five (5) days of the issuance of such shares. The exact number of shares shall be calculated by taking the average closing price of Client’s common stock for the last three trading days prior to the execution of the Letter of Intent and dividing that number into the specified percent (LOI % for that organization as set forth in Exhibit 1) of the contemplated total value of the transaction.
For a signed Definitive Agreement or similar document that is mutually executed between Client and an organization listed on Exhibit 1 attached hereto, Client shall issue to Consultant such number of its
Second Amendment dated May 27, 2006 Page 3
common stock to equal the specified percent (DA% for that organization as set forth in Exhibit 1) of the contemplated total value of the transaction as outlined in the executed Definitive Agreement. The shares shall be issued within five (5) business days of the execution of the Definitive Agreement in equal quantities to Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx, alter egos of Stanton, Walker & Company. In addition these shares shall be registered with The Securities and Exchange Commission within five (5) days of the issuance of such shares. If a Letter of Intent was previously executed, then the success fee for the execution of a Definitive Agreement shall be set at the specified percent (DA% for that organization as set forth in Exhibit 1) less the LOI% if previously received by Consultant. The exact number of shares shall be calculated by taking the average closing price of Client’s common stock for the last three trading days prior to the execution of the Definitive Agreement and dividing that number into the specified percent (DA%) of the contemplated total value of the transaction as set forth for that organization in Exhibit 1 (less the LOI% should it have previously been received by Consultant).
Note: “Total value” shall include, but is not limited to cash, cash equivalents, stock, and the value of any consideration other than cash paid or received by Client.
For all new acquisition candidates not set forth in Exhibit 1 attached hereto:
For a signed Definitive Agreement or similar document that is mutually executed between Client and another organization, Client shall issue to Consultant such number of its common stock to equal three percent (3.0%) of the contemplated total value of the transaction outlined in the executed Definitive Agreement. The shares shall be issued within five (5) business days of the execution of the Definitive Agreement in equal quantities to Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx, alter egos of Stanton, Walker & Company. These shares when issued shall be registered with The Securities and Exchange Commission within five (5) days of the issuance of such shares. The exact number of shares shall be calculated by taking the average closing price of Client’s common stock for the last three trading day prior to the execution of the Definitive Agreement and dividing that number into three percent of the contemplated total value of the transaction.
Note: “Total value” shall include, but is not limited to cash, cash equivalents, stock, and the value of any consideration other than cash paid or received by Client.
Second Amendment dated May 27, 2006 Page 4
- Payment. In addition to the payment of the Renewal Fee, which is due and payable upon the execution of this Amendment, each time a fee is due as specified in any other provision of the Agreement, the fee shall be payable as specified therein. The fee due Consultant shall be in addition to any bonus, fees or funds which may be payable to any other person or entity as a result of the transaction. Consultant shall have no obligation to perform any duties provided for herein if payment [cash and/or stock] is not received by Consultant within the time periods as stipulated herein. In addition, if any payment owing to Consultant hereunder is not delivered within the time periods as stipulated above, the financial obligation to Consultant shall remain but Consultant’s obligations under this agreement shall be become null and void. Client expressly agrees that the Renewal Fee is deemed earned upon execution of this Amendment and is thereafter non-refundable and non-cancelable. If for any reason, Client fails to make payment within the time period specified, then Client shall pay Consultant an additional fee equal to one (1) percent of the balance outstanding compounded monthly. This additional fee is earned each month and is payable immediately.
All other terms and conditions shall remain the same. This Second Amendment supersedes and replaces any previous amendment entitled Second Amendment.
* S I G N A T U R E P A G E F O L L O W S*
Second Amendment dated May 27, 2006 Page 5
CLIENT: SOFTNET TECHNOLOGY CORP (STTC)
_/s/____________________________________
Xxxxx Xxxx
Title: __________________________________
Date: May 19, 2006
CONSULTANT: STANTON, WALKER & COMPANY
_/s/_____________________________________
Xxxxxxx X. Xxxxxx
Its Managing Director
Date: May 19, 2006
Second Amendment dated May 27, 2006 Page 6
EXHIBIT 1
|
Specific Success Fees For |
|
|
Success Fee % |
||
|
|
|
DA% |
5% |
2.50% |
1% |
|
|
|
(LOI%) |
(2%) |
(1%) |
- |
|
Company Name |
City |
State |
|
|
|
|
Advantage International |
Tampa |
FL |
x |
|
|
|
AGO Insurance Software |
Mt Arlington |
NJ |
|
|
x |
|
AML Communications |
Austell |
GA |
|
|
x |
|
BTG Enterprises |
Atlanta |
GA |
|
|
x |
|
BTS Partners |
Boston |
MA |
|
|
x |
|
Casair (Crystal Automation Systems) |
Xxxxxxx |
MI |
x |
|
|
|
Comnexia |
Roswell |
GA |
|
|
x |
|
Comport Network Services |
Ft Worth |
TX |
x |
|
|
|
Computer One, Inc |
Tampa |
FL |
x |
|
|
|
Control Group Inc |
NY |
NY |
x |
|
|
|
Corsis Technology Services |
New York |
NY |
x |
|
|
|
CPS Comtech |
Cranford |
NJ |
|
x |
|
|
Data Palette Inc. |
Long Island City |
NY |
x |
|
|
|
Digital Architects Inc. |
Irving |
TX |
x |
|
|
|
Xxxxxx Xxxxx Associates |
Boston |
MA |
x |
|
|
|
Dynasis |
Roswell |
GA |
|
|
x |
|
Essential Resources |
Atlanta |
GA |
x |
|
|
|
Xxxxxxxx.xxx |
Boston |
MA |
|
|
x |
|
Exenet LLC |
New York |
NY |
|
|
x |
|
Fast Links/Xxxxxxxxxxxx.xxx |
North Scituate |
MA |
|
|
x |
|
HB Communications Group Inc. |
Dallas |
TX |
x |
|
|
|
Hunter Green Associates |
NY |
NY |
x |
|
|
|
Integra Network Services |
Milford |
MA |
x |
|
|
|
Xxxxxxxx Consulting Applications (JCA) |
NY |
NY |
x |
|
|
|
Xxxxxxxxx Consulting Group |
Atlanta |
GA |
x |
|
|
|
Network Data Systems |
Rolling Meadows |
IL |
|
|
x |
|
Orbis Technology Group |
Andover |
MA |
x |
|
|
|
Xxxxxxxxx & Associates |
Seattle |
WA |
x |
|
|
|
Pioneer Network Services |
Atlanta |
GA |
x |
|
|
|
Professional Consultancy International |
Tampa |
FL |
x |
|
|
|
Professional Edge |
Dallas |
TX |
x |
|
|
|
SkillFusion |
Lawrenceville |
GA |
|
|
x |
|
Techmagix |
Irving |
TX |
x |
|
|
|
Teracore Inc. |
Atlanta |
GA |
x |
|
|
