August 20, 1996
Acrodyne Communications, Inc.
000 Xxxxxxxx Xxxx Xxxx
Xxxx Xxxx, Xx. 19422
This letter supersedes our letter agreement of January 1996.
Gentlemen:
You have agreed that Xxxxx Xxxxxxxx & Co., Inc. ("Xxxxx Xxxxxxxx") may act as
financial consultant to Acrodyne communications, Inc., a Delaware Corporation
("Acrodyne") in connection with corporate finance transactions and other
financial service matters. Xxxxx Xxxxxxxx hereby agrees to make such time
available to the business of the Acrodyne as Acrodyne may reasonably request,
and to promote the best interests of Acrodyne without jeopardizing any
fiduciary duties owed to any of its other clients.
This agreement shall be effective on august 20, 1996 and shall expire on
November 19, 1996, subject to renewal as set forth below. As full
compensation for all services rendered to Acrodyne pursuant to this agreement
during the period from August 20, 1996 until November 19, 1996, Acrodyne will
issue to Xxxxx Xxxxxxxx warrants to purchase up to one hundred forty thousand
(140,000) shares of Acrodyne's common stock, par value $.01 per share,
exercisable at $4.50 per share on substantially the terms set forth in the
form of warrants previously given to us and Acrodyne will pay to Xxxxx Xxxxxxxx
the sum of $58,400.00 upon the execution of this agreement.
Xxxxx Xxxxxxxx agrees not to disclose to any third party any confidential plans
or other business information which is furnished by Acrodyne to Xxxxx Xxxxxxxx.
This agreement has been executed and delivered in the Commonwealth of
Pennsylvania and shall be governed by the laws of such state. This agreement
shall be binding upon and enforceable against, the successors and permitted
assigns of each of the undersigned. This agreement may not be assigned by a
party hereto without the prior written consent of the other party.
Xxxxx Xxxxxxxx agrees that Acrodyne may renew this consulting agreement for no
more than two successive three month periods after the expiration of the
initial term, in Acrodyne's sole discretion, and that during each renewal term,
if any, the consideration to be paid by Acrodyne to Xxxxx Xxxxxxxx during such
period shall be an amount of warrants as shall be mutually acceptable to Xxxxx
Xxxxxxxx and Acrodyne: provided however, that Acrodyne will not issue more
than an aggregate of 140,000 warrants @ $4.50 (including those issued during
the initial term hereof). In addition, if Acrodyne dies renew the agreement,
Acrodyne agrees to pay Xxxxx Xxxxxxxx the sum of $25,000.00 upon each of the
two potential renewal periods, so that the maximum amount paid if the two
renewal periods, so that the maximum amount if the two renewal periods are
renewed by Acrodyne is $50,000.00.
Please sign this letter at the place indicated below, whereupon it will
constitute our mutually binding agreement with respect to the matters
contained herein.
Very truly yours,
Xxxxx Xxxxxxxx & Co., Inc.
By:_________________________
Xxxx Xxxxxxx
President
Agreed to and accepted
this 20th day of August, 1996:
Acrodyne Communications, Inc.
By: ________________________
X. Xxxxxx Xxxxxxx
President & CEO
