Exhibit 10(aa)
July , 1998
Euroweb International Corp.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Mergers and Acquisitions Agreement
Gentlemen:
You have agreed that X.X. Xxxxxxx & Co., Inc. (the "Consultant") may
act as a financial consultant or finder for you in various transactions in which
Euroweb International Corp. (the "Company") may be involved, such as mergers,
acquisitions, joint ventures, debt or lease placements and similar or other,
on-balance or off-balance sheet, corporate finance transactions. The Company
hereby agrees that in the event that the Consultant shall first introduce to the
Company another party or entity, and that as a result of such introduction, a
transaction between such party or entity and the Company is consummated, (a
"Consummated Transaction"), then the Company shall pay to the Consultant a fee
as follows:
a. 7% of the first $1,000,000 of the consideration paid in such transaction;
b. 6% of the consideration in excess of $1,000,000 and up to $3,000,000;
c. 5% of the consideration in excess of $3,000,000 and up to $5,000,000;
d. 4% of the consideration in excess of $5,000,000 and up to $7,000,000;
e. 3% of the consideration in excess of $7,000,000 and up to $9,000,000; and
f. 2 1/2% of the consideration in excess of $9,000,000.
The fee due to the Consultant shall be paid by the Company in cash at
the closing of the Consummated Transaction, without regard to whether or not the
Consummated Transaction involves payment in cash, in stock, or a combination of
stock and cash, or is made on an installment sale basis. By way of example, if
the Consummated Transaction involved securities of the acquiring entity (whether
securities of the Company, if the Company is the acquiring party, or securities
of another entity if the Company is the selling party) having a value of
$5,000,000, the cash consideration to be paid by the Company to the Consultant
shall be $200,000.
In the event that for any reason the Company shall fail to pay to the
Consultant all or any portion of the fee payable hereunder when due, interest
shall accrue and be payable on the unpaid balance due hereunder from the date
when first due through and including that date when actually collected by the
Consultant, at a rate equal to 4 points over the average prime rate of banks in
New York City, computed on a daily basis and adjusted as announced from time to
time.
This agreement shall be effective on the date hereof and shall expire
on the fifth anniversary of the date hereof.
Notwithstanding anything herein to the contrary, if the Company shall,
within 180 days immediately following the termination of the five year period
provided above, conclude a Consummated Transaction with any party introduced by
the Consultant to the Company prior to the termination of said five year period,
the Company shall also pay the Consultant the fee as provided herein.
The Company represents and warrants to the Consultant that the
engagement of the Consultant hereunder has been duly authorized and approved by
the Board of Directors of the Company and this letter agreement has been duly
executed and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company.
This agreement has been executed and delivered in the State of New York
and shall be governed by the laws of such state, without giving effect to the
conflicts of laws rules thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed as of the day and year first above written.
X.X. Xxxxxxx & Co., Inc.
By:
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AGREED:
Euroweb International Corp.
By:
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