FINANCIAL CONSULTING AGREEMENT
This Agreement made as of , by and between, Votan Corporation,
a Delaware corporation having its business address at 0000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx (hereinafter the "Company") and
X. X. Xxxxxx & Co., a New York corporation having its principal place of
business at 0000 Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (hereinafter
"Consultant").
In consideration of the mutual promises contained herein and on the
terms and conditions hereinafter set forth, the Company and Consultant agree
as follows:
1. Provision of Services.
(a) Consultant agrees, to the extent reasonably requested by
the President of the Company and reasonably required in the conduct of the
business of the Company, as determined by the consultant, to place at the
disposal of the Company its judgment and experience and to provide business
development services to the Company including the following:
(i) assist the Company in its public equity marketing
efforts;
(ii) provide access to the Consultant's retail sales
force through roadshow stops and conference calls;
(iii) provide research coverage from the Consultant's
Research Department;
(iv) advise with regard to stockholder relations and
public relations matters.
All such services shall at all times be at the request of the
Company.
(b) Consultant agrees to use its best efforts at all times in
the furnishing of advice and recommendations, and for this purpose Consultant
shall at all times maintain or keep available for the Company an adequate
organization of personnel or a network of outside professionals for the
performance of its obligations under this Agreement.
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2. Compensation. The Company agrees to pay the Consultant a
non-refundable fee of Six Thousand Dollars ($6,000) per month for twelve
months, with the entire amount of Seventy-Two Thousand Dollars ($72,000) due
upon the closing of the Company's initial public offering.
The Company agrees to reimburse Consultant for its expenses incurred
by the Consultant in connection with its services hereunder. All expenses
shall be approved in advance by the Company in writing.
3. Expenses Payment Schedule. Consultant will invoice the Company
for its actual expenses for each month within fifteen (15) days of the
end of the month. Payment of invoices will be due upon receipt.
4. Liability of Consultant. In furnishing the Company with management
advice and other services as herein provided, neither Consultant nor any
officer, director or agent thereof shall be liable to the company or its
creditors for errors of judgment or for anything except willful malfeasance,
bad faith or gross negligence in the performance of its duties or reckless
disregard or its obligations and duties under the terms of this Agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to as reasonably believed to be accurate and reliable
and that, except as herein provided, Consultant shall not be accountable for
any loss suffered by the Company by reason of the Company's action or
non-action on the basis of any advice, recommendation or approval of Consultant,
its partners, employees or agents.
5. Status of Consultant. Consultant shall be deemed to be an
independent contractor and, except as expressly provided or authorized in this
Agreement, shall have no authority to act for or represent the Company.
6. Other Activities of Consultant. The Company recognizes that
Consultant now renders and may continue to render management and other services
to other companies which may or may not have policies and conduct activities
similar to those of the Company. Consultant shall be free to render such
advice and other services and the Company hereby consents thereto. Consultant
shall not be required to devote its full time and attention to the
performance of its duties under this Agreement, but shall devote only so much
of its time and attention as it deems reasonable or necessary for such
purposes.
7. Control. Nothing contained herein shall be deemed to require the
Company to take any action contrary to its Certificate of Incorporation or
By-Laws, or any applicable statute or regulation, or to deprive its Board of
Directors of their responsibility for any control of the conduct or the affairs
of the Company.
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8. Term. Consultant's retention hereunder shall be for a term of
one year commencing upon the execution of this Agreement.
9. Miscellaneous. This Agreement sets forth the entire agreement
and understanding between the parties and supersedes all prior discussions,
agreements and understandings of every and any nature between them. This
Agreement shall be construed and interpreted according to the laws of the
State of New York.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers or representatives duly authorized the day and
year first above written.
VOTAN CORPORATION
By:
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Name: Xxxx X. Xxxxx
Title: President and Chief
Executive Officer
X. X. XXXXXX & CO., INC.
By:
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Xxxxxxx Xxxxxxx
Managing Director
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