[Josephthal Letterhead]
April 1, 1998
TTR Inc.
The Columbus Circle Building
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Chairman of the Board,
President and Treasurer
Dear Xxxx:
This will confirm the understanding and agreement (the "Agreement")
between Josephthal & Co. Inc. ("Josephthal") and TTR Inc. ("TTR" or the
"Company") as follows:
1. The Company hereby engages Josephthal as the Company's financial advisor
with respect to the Company's continuing review of strategic and financial
planning matters.
2. Xxxxxxxxxx hereby accepts the engagement and in that connection agrees to:
(a) undertake, in consultation with the Company, a study and analysis of
the business, operations, financial condition and prospects of the
Company;
(b) review with the Company its financial plan and analyze its strategic
plans and business alternatives:
(c) be available to meet with the Company's Board of Directors to discuss
strategic alternatives and their financial implications; and
(d) assist the Company in the conversion of certain outstanding warrants
to common stock of the Company ("Warrant Solicitation").
3. In connection with Xxxxxxxxxx's engagement, the Company will furnish
Josephthal with any reasonable information concerning the Company which
Xxxxxxxxxx reasonably deems appropriate and will provide Josephthal with
reasonable access to the Company's officers, directors, accountants,
counsel and other advisors. The Company represents and warrants to
Josephthal that all such information concerning the Company will be true
and accurate 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
Josephthal & Co. Inc.
000 Xxxx Xxxxxx - Xxx Xxxx, XX 00000
Tel: 000.000.0000, 000.000.0000 - Fax: 000.000.0000
April 1, 1998
Page 2
not misleading in light of the circumstances under which such statements
are made. In addition, Xxxxxxxxxx shall be kept fully informed of any
events which might have a material effect on the financial condition of the
Company. The Company acknowledges and agrees that Josephthal will be using
and relying upon such information supplied by the Company and its officers,
agents and others and any other publicly available information concerning
the Company without any independent investigation or verification thereof
or independent appraisal by Josephthal of the Company or its business
assets. If, in Josephthal's opinion after completion of its due diligence
process, the condition of the Company, financial or otherwise, and its
prospects are not substantially as represented or do not fulfill
Josephthal's expectations, Josephthal shall have the sole discretion to
review and determine its continued interest in the Agreement.
4. As compensation and in consideration for the services to be rendered by
Xxxxxxxxxx xxxxxxxxx and such other services to be provided by Xxxxxxxxxx at the
request of the Company, the Company shall pay to Josephthal no later than May
1st 1998 as follows:
(a) a cash fee of $50,000:
(b) the Company shall issue to Josephthal warrants (the "Warrants") to
purchase 25,000 shares of the common stock of the Company. The
Warrants shall be purchased for a nominal sum and shall be exercisable
for a period of four (4) years at a price per share equal to the
closing market price of the common stock of the Company upon the date
of the signing of this Agreement. The terms of the Warrants shall be
set forth in one or more agreements (the "Warrant Agreements") in form
and substance reasonably satisfactory to Josephthal and the Company.
The Warrant Agreements shall contain customary terms, including
without limitation, provisions for "cashless" exercise, change of
control, anti-dilution, and piggyback registration rights; and
(c) a fee of 5% of the exercise price of each warrant converted to common
stock of the Company as a result of the Warrant Solicitation.
5. Since Xxxxxxxxxx will be acting on behalf of the Company in connection with
this engagement, the Company agrees to indemnify Xxxxxxxxxx as set forth in a
separate letter agreement, dated the date hereof, between Josephthal and the
Company.
6. The Company agrees that Xxxxxxxxxx has the right to place advertisements in
financial and other newspapers and journals at its own expense describing their
services to the Company hereunder.
7. Subject to the provisions of paragraphs 3 through 6 and 8 through 10 which
shall surivive any termination of this Agreement, either party may terminate
Xxxxxxxxxx's engagement hereunder at any time, with or without cause, by giving
the other party at least 10 days prior written notice.
April 1, 1998
Page 3
Xxxxxxxxxx's engagement hereunder at any time, with or without cause, by giving
the other party at least 10 days prior written notice.
8. Any advice given to the Company by Josephthal under this Agreement shall not
be publicly disclosed or made available to third parties without Xxxxxxxxxx's
prior consent.
9. The benefits of this Agreement shall, together with the separate indemnity
letter, inure to the benefit of respective successors and assigns of the parties
hereto and of the indemnified parties hereunder and their successors and assigns
and representatives, and the obligations and liabilities assumed in this
Agreement by the parties hereto shall be binding upon their respective
successors and assigns.
10. This Agreement may not be amended or modified except in wirting and shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws.
We are delighted to accept this engagement and look forward to working
with you on this assignment. Please confirm that the foregoing correctly sets
forth our agreement by signing the enclosed duplicate of this letter in the
space provided and returning it, whereupon this letter shall constitute a
binding agreement as of the date first above written.
JOSEPHTHAL & CO. INC.
By: /s/ XXXXX X. ROCK
---------------------
Xxxxx X. Xxxx
Managing Director
AGREED:
TTR Inc.
By: /s/ XXXX XXXXXXX
--------------------
Name: Xxxx Xxxxxxx
Title: Chairman & CEO
