Exhibit 10.4
LETTERHEAD OF X.X. XXXXXX & COMPANY, INC.
February 4, 2003
OLYMPIC RESOURCES, LTD.
000 - 000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX Xxxxxx X0X 0X0
Attention: Xx. Xxxxx Xxxxxxx
President & CEO
RE: Financial Advisor - Business Combination
Gentlemen:
This letter agreement (the "Agreement") sets forth the terms and conditions
under which Olympic Resources Ltd. (the "Company" or "Olympic"), hereby engages
X. X. Xxxxxx & Company, Inc. ("CKCC") to serve as exclusive financial advisor to
the Company, related to seeking out potential candidates for a form of business
combination.
16. SERVICES: CKCC will act as exclusive financial advisor to the Company
related to positioning the Company for a contemplated merger, sale or other
form of business combination, contacting and screening potential
candidates, advising the Company and the Board of Directors on each
potential transaction and assisting in the process to close any type of
agreed to transaction.
17. COMPENSATION: The Company agrees to pay the following fees:
f) The Company will to CKCC at the time of closing a fee equal to one percent
(1%) of the Combined Transaction Enterprise Value. Combined Transaction
Enterprise Value shall be defined as the combined value of equity for both
entities, plus the combined value of debt, plus the combined value of
preferred stock, less the combined value of cash and cash equivalents. Of
this fee, equal to one percent, no more than ONE HUNDRED THOUSAND
($100,000) shall be paid in cash, with any amount in excess of ONE HUNDRED
THOUSAND dollars being paid in stock, valued at the same value as the
transaction. Such shares shall be subject to the same registration rights
associated with the issuance of any securities as part of the transaction.
g) In the event that CKCC provides services outside of the scope of this
engagement letter, an amendment to this letter shall be drafted outlining
separate terms and conditions for such services.
h) Olympic, shall reimburse CKCC for all expenses incurred in relation to this
engagement. Such expenses shall remain reasonable, with any one expense in
excess of $1,000 requiring approval by Olympic prior to such expense being
incurred.
18. INDEMNIFICATION: In addition to the payment of fees and reimbursements as
outlined in Section or Paragraph 2 above, the Company agrees to indemnify
X.X. Xxxxxx & Company, its employees, directors, officers, agents, and each
person, if any, who controls it within the meaning of either Section 20 of
the Securities Exchange Act of 1934 or Section 15 of the Securities Act of
1933, from and against any losses, claims, damages or liabilities,
including all legal expenses reasonably incurred by an Indemnified Party in
connection with the defense of any pending claim, action or proceeding
resulting from liability caused by or arising out of an untrue statement or
alleged untrue statement of a material fact or the omission or the alleged
omission to state a material fact necessary in order to make the statement
not misleading in light of the circumstances under which it was made where
the genesis of such material statement or the duty to reveal an omitted
material fact rests with the Company. However, X.X. Xxxxxx & Company agrees
to indemnify the Company, its employees, directors, officers, agents, and
each person, if any, who controls it within the meaning of either Section
20 of the Securities Exchange Act of 1934 or Section 15 of the Securities
Act of 1933, from and against any losses, claims, damages or liabilities,
joint or several including all legal or preparation for or defense of any
threatened or pending claim, action or proceeding resulting from liability
caused by or arising out of an untrue statement or alleged untrue statement
of a material fact or the omission or the alleged omission to state a
material fact necessary in order to make the statement not misleading in
light of the circumstances under which it was made where the genesis of
such material statement or the duty to reveal an omitted material fact
rests with X.X. Xxxxxx & Company.
19. ROLE OF X. X. XXXXXX & COMPANY: As part of this engagement, CKCC shall act
as financial advisor to the Company.
20. ROLE OF OLYMPIC: As part of this engagement, CKCC will require the active
involvement of the management of Olympic. The provision for and access to
information must be made by the Company to allow CKCC to properly perform
the services outlined herein.
21. CONFIDENTIALITY: Both parties recognize, that the other may become privy to
confidential information. Such information shall be maintained confidential
and each party will undertake the responsibility to ensure that all
advisors and affiliates abide by these confidentiality requirements.
22. TERMINATION:
Either party shall be able to terminate this engagement upon the provision
of written notice. Such termination shall take effect within thirty days
after the receipt of such written notice. In the event that Olympic enters
into any form or business combination, or agreement with an entity that was
introduced as a result of the efforts of CKCC, or utilizes information
prepared by CKCC within twenty-four (24) months of termination, CKCC shall
be entitled to all compensation that would be paid under the terms of this
agreement.
23. TERM: The term of this engagement shall be for twelve months from the date
of engagement, which shall be February 1, 2003.
24. ATTORNEY'S FEES: Each of the parties agree that if any of the parties or
entities should institute legal proceedings to enforce the terms of this
agreement, the prevailing party to such proceedings shall be entitled to,
but not limited to, reasonable attorney fees and costs.
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25. AMENDMENT: Any amendment to this Agreement must be in writing and signed by
all parties hereto. In addition, this agreement takes precedent over any
and all previous engagement letters signed between the two parties.
26. ARBITRATION: Any dispute arising out of this Agreement shall be settled via
Arbitration in a location acceptable to both parties.
27. SUCCESSORS: This agreement and all rights and obligations hereunder shall
be binding upon and insure to the benefit of each party's successors, but
may not be assigned without the prior written consent of the other party,
which may be withheld in its sold and absolute discretion.
28. SEVERABILITY: If any term or provision of this Agreement or any
applications hereof shall be invalid or unenforceable, the remainder of the
Agreement and any other application of such provisions shall not be
affected thereby.
29. DUE DILIGENCE: CKCC shall have access to sufficient information from
Olympic to maintain current and accurate due diligence files.
30. Public Notice & Use of Name: Olympic shall not use the name of CKCC, in any
form of marketing materials, or public press announcement without the prior
written consent of CKCC. In the event that Olympic fails to receive prior
written consent from CKCC, this agreement shall immediately terminate.
Please confirm the foregoing is in accordance with your understanding by signing
and returning to us the enclosed duplicate of this letter.
We look forward to continuing a successful working relationship with you.
X. X. XXXXXX &
COMPANY, INC.
/s/ Xxxxxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxxxxx
Managing Director
Agreed to and Accepted as of the above date.
OLYMPIC RESOURCES, LTD.
By: /s/ Xxxxx Xxxxxxx
Xx. Xxxxx Xxxxxxx
President & CEO
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