GLOBAL STRATEGIC PARTNERS LIMITED 21st Floor, New World Tower 1
GLOBAL STRATEGIC PARTNERS LIMITED
21st Floor,
New World Tower 1
00
Xxxxx'x Xxxx, Xxxxxxx
Xxxx
Xxxx
Tel: (000)
0000 0000
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Xxxx
X. Xxxxxx
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Chairman
and CEO
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November
22, 2010
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Confidential
C/o SSC
Mandarin Financial Services Limited
0000
Xxxxx Resources Xxxxxxxx
00
Xxxxxxx Xxxx, Xxxxxxx
Xxxx
Xxxx
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Attention:
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Xx.
Xxxxx Xxx, Chairman
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Gentlemen:
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This
letter will confirm the understanding and agreement between Global Strategic
Partners Limited (“GSP”) and China Resources Development Inc. (together with any
affiliates and successors, the “Company”) (the “Agreement”), as
follows:
Engagement. The
Company confirms that it has engaged GSP as the exclusive financial advisor and
coordinator to render financial advisory and co-ordination services to the
Company with regard to financing for the Company in which the Company intends to
raise US$75 million as a specified purpose acquisition company (the
“Transaction”). Following the Transaction, the Company intends to
acquire or merge with an operating company. The Company agrees to fully
co-operate with and provide all relevant information, personnel and reasonable
resources to GSP during the Transaction.
Services. GSP
hereby accepts the engagement as exclusive financial advisor to the Company for
the purposes of the Transaction and as such agrees to:
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1.
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Familiarize
itself, to the extent appropriate and feasible, with the business, and
prospects of the Company, it being understood that GSP will, in the course
of such familiarization, rely entirely upon information provided to it by
the Company and the Company’s management with respect to the operations,
properties, financial condition, management and prospects of the Company
and any affiliates.
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2.
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Assist
in the preparation of the Company’s
prospectus.
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3.
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Work
with the Company’s investment bankers, lawyers, agents, underwriters,
accountants, auditors, sponsors, appraisers and their respective counsels
in the execution of the
Transaction.
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4.
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Advise
in the creation of and negotiation of the optimal financing structure in
the Transaction from the Company’s point of view, including considerations
of accounting, tax and management
issues.
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5.
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Assist
the Company in the preparation of documents related to the Transaction,
including Closing.
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6.
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Render
such other financial advisory services to the Company, including advice on
mergers and acquisitions, strategic alliances and other strategic matters,
as may from time to time be agreed between GSP and the
Company.
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3
Compensation. As
compensation for the services rendered by GSP hereunder, the Company agrees to
pay GSP the following compensation:
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1.
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Work
Fee. The Company will pay to GSP a work fee of US$50,000
payable in cash at the time of the signing of this Agreement and paid
within 14 days of the date of this
Agreement.
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2.
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Success
Fee. A success fee as
follows:
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2.1.
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US$225,000
in cash at the completion of the Transaction;
plus
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2.2.
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US$325,000
in cash at the completion of any merger transaction pursuant to the
Company’s activity as a specified purpose acquisition
company.
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3.
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Other
Advisory Compensation. Compensation
for GSP’s assistance in any transactions for which GSP may be hired, other
than the Transaction, such as mergers, acquisitions, divestitures,
strategic alliances and other strategic matters will be agreed upon
between the Company and GSP in good faith and will be on customary market
terms in transactions of that type.
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4.
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Fee
Survival. The
Work Fee and the Success Fee will be payable to GSP if any Transaction or
merger transaction for the Company contemplated under this engagement
letter closes within 18 months of the termination of this
Agreement.
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Out-of-pocket Expenses. The
Company will reimburse GSP for all its reasonable out-of-pocket expenses, and
those of its advisors and consultants, incurred in connection with this
engagement or otherwise arising out of this engagement, including reasonable
travel, telephone and other similar expenses incurred on behalf of the Company.
These reimbursements are payable upon the submission by GSP, from time to time,
of a xxxx detailing such expenses together with relevant supporting documents.
GSP will ask for the Company’s approval before incurring any major expenses. It
is agreed that international air travel on behalf of the Company constitutes a
major expense subject to prior approval by the Company.
Confidentiality. Except as
contemplated by the terms hereof or as required by applicable law, GSP will keep
confidential all non-public information concerning the Company (the
“Information”) provided to it by the Company and shall not disclose such
information to any third party without the Company’s prior written consent,
unless it is required to do so by law. All opinions and advice, oral or written,
provided by GSP under this Agreement are solely for the benefit of, and may only
be relied upon by, the Company and shall not be disclosed publicly or made
available to any third party or parties without the prior written consent of GSP
unless it is required to do so by law. In the event that this Agreement is
terminated, if the Company so requests, GSP shall promptly return to the Company
all of the Information in the control or possession of GSP.
Successors. The benefits of
this Agreement together with the separate indemnity letter shall inure to the
respective successors and assigns, and the obligations and liabilities assumed
in this Agreement shall be binding upon the respective successors and
assigns.
Termination. Either
the Company or GSP may terminate this Agreement at any time, provided that any
termination by the Company must include the prior payment to GSP of earned, due
and outstanding but unpaid Work Fee or Success Fee at the date of the
termination and is subject to the Fee Survival above.
Applicable
Law. This Agreement may not be amended or modified except in
writing and shall be governed by and construed in accordance with the laws of
Hong Kong. The parties hereto irrevocably submit to the non-exclusive
jurisdiction of the courts of Hong Kong.
If the
foregoing correctly sets forth the understanding and agreement between us,
please indicate your agreement in the space provided for that purpose below,
whereupon this letter shall constitute a binding agreement.
Sincerely
yours,
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GLOBAL
STRATEGIC PARTNERS LIMITED
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Per:
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Title:
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Agreed.
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Per:
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Title:
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