August 12, 2008
EXHIBIT
10.10
August
12, 2008
Via
Facsimile
Xxxx
Xxxxxx
Vice
President
AFH
Holding & Advisory, LLC
0000
Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Facsimile: (000)
000-0000
Re: Consulting Services Rendered
by AFH Holding & Advisory, LLC
Xx.
Xxxxxx:
The purpose of this letter agreement is
to acknowledge and confirm the terms of the compensation arrangement between AFH
Holding I, Inc. (the “Company”) and AFH Holding and Advisory, LLC (“Advisor”)
with respect to the pending transaction involving NEWRY INVEST & TRADE,
INC., a British Virgin Islands company (“Newry”) and LYH ACQUISITION
CORPORATION, a British Virgin Islands company (“LYH”), a wholly owned subsidiary
of Newry. This letter is being entered into in conjunction with
an anticipated share exchange transaction, of which the Company, Newry and LYH
are parties, in which Newry shall transfer all of its shares of LYH to the
Company, and in exchange, the Company shall issue shares of common stock to
Newry constituting a controlling stake in the Company (the “Share
Exchange”).
RECITALS
WHEREAS,
the Advisor has provided certain advisory services and has pre-paid certain
expenses in order to facilitate and arrange the proposed Share Exchange
transaction;
WHEREAS,
the parties previously have verbally agreed to an arrangement in which the
Advisor would be compensated for these services and reimbursed for certain
expenses in connection with the transaction;
Letter
Agreement Regarding Sale of Shares
-1-
WHEREAS,
the parties desire to memorialize the foregoing agreement in this letter, and to
have it acknowledged by the principal interested parties.
AGREEMENT
The parties agree as
follows:
1. Services. The
Advisor agrees to continue to render consulting services to the Company as
necessary for the successful completion of the Share Exchange
transaction.
2. Advisory
Fees. In consideration for past and continuing advisory
services and in reimbursement of certain expenses, the Company shall be entitled
to a fee of $870,000 to the Advisor, prior receipt of which is hereby
acknowledged.
3. Disclosure. The
Advisor agrees to promptly furnish any and all information concerning the
Advisor as reasonably requested by the Company in order for the Company to
fulfill its disclosure obligations under U.S. securities and other applicable
laws.
4. Term. This
Agreement shall have a term of ninety (90) days after the date
hereof.
5. Miscellaneous. This
Agreement shall be binding upon, enforceable against and inure to the benefit
of, the parties hereto and their respective heirs, administrators, executors,
personal representatives, successors and assigns, and nothing herein is intended
to confer any right, remedy or benefit upon any other person. This
Agreement may not be assigned by the either party except with the prior written
consent of the other party. This Agreement sets forth the entire
understanding of the parties hereto with respect to its subject matter, merges
and supersedes all prior and contemporaneous understandings with respect to its
subject matter and may not be waived or modified, in whole or in part, except by
a writing signed by each of the parties hereto. This Agreement shall
in all respects be governed by and construed in accordance with the laws of the
State of California, USA that are applicable to agreements made and fully to be
performed in such state, without giving effect to conflicts of law
principles.
[Signature Page
Follows]
-2-
The
parties have executed and delivered this Agreement as of the date printed
above.
ADVISOR:
AFH HOLDING & ADVISORY,
LLC
/s/
Xxxx Xxxxxx
Xxxx Xxxxxx
Vice President
COMPANY:
/s/
Xxxx Xxxxxxxxxxx
Xxxx
Xxxxxxxxxxx
Chief Executive
Officer
Acknowledged
by:
NEWRY INVEST & TRADE,
INC.
By: /s/ Xxxx Xx
Name: Xxxx Xx
Title: Director
LYH ACQUISITION
CORPORATION
By: /s/ Xxxx Xx
Name: Xxxx Xx
Title: Director
Letter
Agreement Regarding Sale of Shares
-3-
