CONSULTING AGREEMENT
This agreement is made as of this 24th day of November, 1998, by and
between Juniper Group, Inc. with principal offices at 000 Xxxxx Xxxx Xxxx. Xxxxx
000, Xxxxx Xxxx, XX 00000 (the "Company") and Global Financial Group, Inc. with
offices at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (the
"Consultant")
WITNESSETH
WHEREAS, the Company desires to retain the Consultant, and the Consultant
desires to be retained by the Company, pursuant to terms and conditions
hereinafter set forth;
1. Retention: The Company hereby retains the Consultant to perform
non-exclusive consulting services related to corporate finance and other
matters, and the Consultant hereby accepts such retention and shall
undertake reasonable efforts to perform for the Company the duties
described herein. In this regard, subject to paragraph 8 hereof, the
Consultant shall devote such time and attention to the business of the
Company, as shall be determined by the Consultant, subject to the direction
of the Chairman of the Company.
(a) The Consultant agrees, to the extent reasonably required in the
conduct of the business of the Company, and at the Company's request,
to place at the disposal of the Company its judgement and experience
and to provide business development services to the Company,
including, without limitation, the following:
(i) To investigate and provide written due diligence package on a
minimum of two (2) merger and acquisition candidates previously
identified to you by Company;
(ii) The Consultant will introduce a minimum of 2 (two) merger
candidates per year for the next thirty (30) months, and provide
a written due diligence report on the target candidate;
(iii)Over the next ninety (90) days the Consultant will provide 2
(two) immediate candidates for consideration for merger or
acquisition and provide due diligence information on the
candidates.
(iv) Provide plan which will include creating public awareness of the
Company and providing investor relations support with regard to
the Company's recent 50 to 1 reverse split within 60 days.
(v) Provide a plan and devise a strategy for possible conversion of
the Company's preferred stock within 60 days.
(b) At the Consultant's request, the Company will provide "due
diligence" packages to registered representatives of the
Consultant and other brokerage firms.
(c) Nothing in this Agreement shall impose any obligation upon
on the Company to consummate any transactions or to enter
into any discussions or negotiations with respect thereto.
2. Term: The Consultant's retention hereunder shall be for a term of
thirty (30) months, commencing on the date of this agreement.
3. Compensation: The Company shall grant to the Consultant warrants (the
"warrants") to purchase an aggregate of 300,000 shares of the
Company's common stock (the "common stock") exercisable at $0.05 per
share.
(a) Vesting of the warrants shall be as follows:
(i) One-half immediately and one-half in 90 days from the date of
this agreement. The warrants shall be exercisable for a period of
three (3) years from the date hereof. Said warrants shall be
issued to Global Financial Group, Inc. The warrants shall be
assignable as directed in writing by Global Financial Group, Inc.
offices at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx,
Xxxxxxxxx 00000.
(ii) The Company shall grant to the Consultant "piggy back"
registration rights to include the shares of Common Stock
issuable upon exercise of the Warrants in any registration
statement filed by the Company under the Securities Act of 1933,
as amended, except registration statements on Form S-4 and Form
S-8.
(b) The Consultant and/or its assignees shall receive a 10% aggregate
fee for any funds it is directly responsible for raising for the
Company and a 3% aggregate fee shall be paid for Consultant or
its assignees if Consultant or its assignees act as placement
agent and is so designated in writing by the Company to act on
the Company's behalf in such transaction that leads to a funding
consummated by the Company. In the event that the Consultant or
its assignees introduces a prospective merger or acquisition
which merger or acquisition is consummated by the Company,
Consultant or its assignees shall be entitled to an aggregate fee
of 3% of the purchase price of said merger or acquisition. No fee
shall be paid by the Company for any funding, merger or
acquisition in the event that the funding agent or target company
were solicited directly by the Company or in the event the
funding agent of the target company solicited the Company without
the direct intervention of the Consultant or its assignees.
4. Expenses: The Company agrees to reimburse the Consultant for
reasonable expenses incurred by the Consultant in connection with the
services rendered hereunder. Any such expenses shall require the prior
written approval of the Company.
5. Indemnification: The Company agrees to indemnify and hold harmless the
Consultant and its affiliates, the respective directors, officers,
partners, agents and employees and each other person, if any,
controlling the Consultant or any of its affiliates (collectively the
"Consultant Parties"), from and against all losses, claims, damages,
liabilities and expenses incurred by them (including reasonable
attorney's fees and actual disbursements) that result from the action
taken or omitted to be taken (including any untrue statements made or
any statements omitted to be made) by the Company, its agents or
employees. The Consultant will indemnify and hold harmless the Company
and the respective directors, officers, agents and employees of the
Company (the "Company Parties") from and against all losses, claims,
damages, liabilities and expenses (including reasonable attorney's
fees and actual disbursements) that result from bad faith, negligence,
misrepresentations, omissions or unauthorized representation of the
Consultant. Each person or entity seeking indemnification hereunder
shall promptly notify in writing the Company or Consultant, as
applicable, who may become liable pursuant to this paragraph and shall
not pay settle or acknowledge liability under any such claim without
consent of the party liable for such indemnification and shall permit
the Company or the Consultant, as applicable, a reasonable opportunity
to cure any underlying situation, and or to mitigate any actual or
potential damages. The scope of this indemnification between the
Consultant and the Company shall be limited to, and pertain only to,
those certain transactions contemplated or entered into pursuant to
this agreement.
The Company, or the Consultant, as applicable, shall have the opportunity
to defend any claim for which it may liable hereunder, provided it notifies the
party claiming the right to indemnification within fifteen (15) days of notice
of the claim.
The rights stated pursuant to the above two paragraphs shall be in addition
to any rights that the Consultant or the Company or any person entitled to
indemnification have under common law or otherwise, including, without
limitation, any right to contribution.
6. Status of Consultant: The Consultant shall be deemed to be an
independent contractor and, except as expressly provided or authorized
in this Agreement, shall have no authority to act for or represent the
Company.
7. Other Activities of Consultant: The Company recognizes that the
Consultant now renders and may continue to render financial consulting
and other investment banking services to other companies which may not
conduct business or activities similar to those of the Company. The
Consultant shall not be required to devote its full time and attention
to the performance of its duties under this Agreement but shall devote
only so much of its time and attention as it deems necessary for such
purposes in the reasonable exercise of its duties, subject to the
direction of the Chairman of the Company.
8. Control: Nothing contained herein shall be deemed to require the
Company to take any action contrary to its certificate of
incorporation or bylaws as each may be amended from time to time, or
any applicable statute or regulation, or to deprive its Board of
Directors of their responsibility for any control of the conduct to
the affairs of the Company.
9. Notices: Any notices hereunder shall be sent to the Company and the
Consultant at their respective addresses above set forth. Any notice
shall be given by registered or certified mail, postage paid, and
shall be deemed to have been given when deposited in the United States
mail. Either party may designate any other address to which, or manner
in which, notice shall be given, by giving written notice to the other
of such change of address in the manner herein provided.
10. Governing Law: This agreement has been made in the State of New York
and shall be construed and governed in accordance with the laws
thereof without regard to conflict of laws.
11. Termination: The Company may terminate this Agreement upon Sixty (60)
days notice to the Consultant for breach, without having same been
cured by the Consultant within five (5) business days.
12. Entire Agreement: 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.
13. Binding Effects: This agreement shall be binding upon the parties
hereto and their respective heirs, administrators, successors, and
assignees; provided, however, that this agreement, and the rights and
obligations hereunder, may not be assigned by either party hereto
without the prior written consent of the other party.
14. Counterparts: This agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all
of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year above written.
By: Global Financial Group, Inc.
/s/ Xxxxx X. Xxxxxx, President
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By: Juniper Group, Inc.
/s/ Vlado Xxxx Xxxxxxxxxxx
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Vlado Xxxx Xxxxxxxxxxx
Chairman, President & CEO
