[SUNRISE SECURITIES CORP. LOGO]
Member NASD/SiPC
XXXXXXXX XXX XXXXXX, MBA
MANAGING DIRECTOR
INVESTMENT BANKING
TELEPHONE (000) 000-0000 FACSIMILE (212) 750 - 7277
Xxxxxx Xxxxxx
President
Reality Wireless Networks, Inc.
Xxxxxxxx, Xxxxxxxxxx 00000
FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT
Dear Xxxxxx:
This Agreement is made and entered into this 8th day of January 2004, between
Sunrise Securities Corp. ("Sunrise") and Reality Wireless Networks, Inc.
(together with all subsidiaries, affiliates, successors and other controlled
units, either existing or formed subsequent to the execution of this engagement,
the "Company").
In consideration of the mutual promises made herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. [(a)] The Company hereby engages Sunrise upon the terms and conditions as
set forth herein as its exclusive financial advisor with respect to render
financial and other general advice to the Company as an investment banker
including without limitation advice relating to capital structure,
enhancing shareholder value and allocation of corporate assets, as well as
advice with respect to Transactions (as defined below) and non-exclusive
advisor with respect to Financings (as defined below) and similar matters
upon the terms and conditions set forth herein. In that regard, Sunrise
will assist the Company in identifying, analyzing, structuring,
negotiating and financing suitable business opportunities which the
Company may take advantage of by purchase or sale of stock or assets,
assumption of liabilities, merger, consolidation, tender offer, joint
venture, financing arrangement or any similar transaction or combination
thereof. Sunrise undertakes to use its best efforts to raise the required
financing with respect to any previous and all future Transactions. It is
acknowledged and agreed that any Financing is on a best efforts basis
only. This Agreement should not be construed as a firm commitment or
guarantee of financing. Sunrise agrees to obtain the consent of the
Company prior to contacting any potential participants in a Transaction or
Financing.
SUNRISE SECURITIES CORP.
000 XXXXXXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XX 00000
In addition, Sunrise shall assist the Company with respect to the
Company's advance planning for responding to (i) indications of interest
from third parties seeking to acquire all or a substantial part of the
Company's stock or assets by any means, including, without limitation, a
tender or exchange offer or other offer, and/or (ii) a proxy contest,
consent solicitation or other similar transaction relating to control
and/or governance of the Company. Sunrise's services shall include
assistance with consideration of a shareholder rights plan and
implementation if it is determined to adopt such a plan.
(b) The Company agrees that if it becomes involved in any transaction of
the type referred to in clause (a)(i) or (a)(ii) of this Paragraph 1
above, during the term of this Agreement as set forth below, or for a
period of one year after the effective date of termination of this
Agreement, the Company will engage Sunrise pursuant to a separate
engagement letter upon customary terms and conditions as its exclusive
financial advisor to, among other things, assist the Company in connection
with any such transaction, including, without limitation, if requested by
the Company, identifying strategic alternatives. As compensation for such
service, Sunrise will be paid customary investment banking fees for
transactions of similar type and nature.
o For the purpose of this Agreement "Transaction" shall mean merger,
business combination or reorganization, acquisition of some or all
of the stock or assets of another company, purchase or sale of some
or all of the stock or assets of the Company not in the ordinary
course of business, joint venture, licensing, agreement, royalty
agreement, distribution agreement or any similar transaction or
combination thereof
o For the purposes of this Agreement, the term "Financing" shall mean
any debt financing or equity investment in the Company other than a
Transaction as set forth in Paragraph 1 (b) above, or any
combination thereof (i.e., where the funds are received by the
Company, as distinct from funds received by selling shareholders).
Without limiting the foregoing, Financing shall include lease
financing, vendor financing, government sponsored financing or any
similar transaction or combination thereof. Sunrise's fee shall be
based upon the percentages set forth in this Paragraph 5C below of
the gross total credit facility before any deductions, including but
not limited to fees, deposits, transaction expenses, reserves,
insurance or other amounts withheld or paid by the
lender/Investor/facility provider. Financing shall be deemed to
include total value of Securities sold directly or indirectly, in
connection with the Financing, including proceeds received by the
Company upon exercise of options, warrants and/or similar securities
(collectively, the "Options"), and any amounts paid into escrow and
any amounts payable in the future whether or not subject to any
contingency. If the consideration received by the Company is to be
paid in whole or in part through installment payments, such
installment payments shall be valued on a discounted present value
basis using a discount rate of 10% per annum. To the extent such
future payments are not currently ascertainable or relate to the
SUNRISE SECURITIES CORP.
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exercise of Options, the portion of Sunrise's Financing Fee relating
thereto shall be calculated and paid when and as such contingent
payments are made. If the consideration received by the Company or
its shareholders is paid in whole or in part in the form of
securities or other non-cash consideration, such consideration shall
be valued at the fair market value thereof, as the Company and
Sunrise shall agree, on the day, prior to the date of Closing (or
later date on which a contingent payment is made), provided,
however, that if such consideration consists of securities with an
existing trading market, such securities shall be valued at the
average of the last sales price for such securities on the five
trading days prior to the date of Closing (or later date on which a
contingent payment is made). Public offerings, if any, shall be
subject to a separate letter agreement and are expressly not
addressed in this Agreement.
2. Except as otherwise specified in Paragraph 6 hereof, this Agreement shall
be effective for a period of twelve (12) months, commencing upon the
execution hereof and shall continue thereafter unless and until terminated
on thirty days written notice by either party to the other party.
3. During the term of this Agreement, Sunrise shall provide the Company with
such regular and customary consulting advice as is reasonably requested by
the Company, provided that Sunrise shall not be required to undertake
duties not reasonably within the scope of the financial advisory or
investment banking services contemplated by this Agreement. It is
understood and acknowledged by the parties that the value of Sunrise's
advice is not readily quantifiable, and that Sunrise shall be obligated to
render advice upon the request of the Company, in good faith, but shall
not be obligated to spend any specific amount of time in so doing.
4. Sunrise shall render such other financial advisory and investment and/or
investment banking services as may from time to time be agreed upon in
writing by Sunrise and the Company.
5. In consideration for the services rendered by Sunrise to the Company
pursuant to this Agreement (and in addition to the expenses provided for
in Paragraph 7 hereof), the Company shall compensate Sunrise as follows:
A. Upon the execution hereof, the Company issue to Sunrise and/or its
designees, warrants to purchase 5,000,000 shares of the Company's Common
Stock as follows: (i) exercise price shall be 150% of the market price as
of the date of execution of this Agreement; and (ii) exercise period shall
be not earlier than one year from the date of issuance, the warrants shall
be 7 years in duration (the "Retainer Fee"). The terms and conditions of
the warrants shall be set forth more fully in a separate warrant agreement
to be executed by Sunrise and the Company. Additionally the Company shall
pay a cash retainer fee of $25,000.00 This Retainer Fee shall be
non-refundable.
SUNRISE SECURITIES CORP.
000 XXXXXXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XX 00000
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B. At the first closing of each Transaction, a cash fee equal to 10% of
the first $10,000,000 in consideration, 7% of the consideration between
$10,000,001 and $20,000,000 and 3% of the Aggregate Consideration
thereafter (as defined below) of such Transaction ("Transaction Fees").
For the purposes of this Agreement, consideration paid or to be paid other
than in cash shall be valued at the fair market value, except that
liabilities assumed and notes issued will be valued at the face amount
thereof. The fair market value of consideration paid in securities for
which there is a recognized trading market shall be based on the closing
"offer" price of the securities on the day immediately preceding the
closing of the Transaction and shall be computed as if the securities were
freely tradable. For the purpose of this Agreement "Transaction" shall
mean merger, business combination or reorganization, acquisition of some
or all of the stock or assets of another company, purchase or sale of some
or all of the stock or assets of the Company not in the ordinary course of
business, joint venture, licensing, agreement, royalty agreement,
distribution agreement or any similar transaction or combination thereof.
"Aggregate Consideration" shall mean the total consideration (stock, cash,
assets and all other property (real or personal, tangible or intangible)
plus debt assumed) exchanged or received, or to be exchanged or received
directly or indirectly by the Company or any of its security holders in
connection with any such Transaction, including without limitation any
amounts paid or received, or to be paid or received pursuant to any
employment agreement, consulting agreement, covenant not to compete,
earn-out or contingent payment right or similar arrangement, agreement or
understanding, whether oral or written, associated with such Transaction.
Transaction Fees shall be paid by the Company to Sunrise at the first
closing of any Transaction, provided that the fee due to Sunrise as a
result of Consideration which is contingent upon the occurrence of some
future event (e.g. earnout or the realization of earnings projections)
shall be paid by the Company to Sunrise at the earlier of: (i) the receipt
of such Consideration, or (ii) the time that the amount of such
Consideration can be determined.
C. Upon the closing of each successive Financing, a cash fee equal
to the greater of (i) one-hundred thousand ($100,000), and (ii) the sum of
ten percent (10%) of all secured debt funds raised, plus ten (10%) of all
unsecured debt funds raised, plus ten percent (13%) of all equity funds
raised in the private markets (the "Financing Fee"). Convertible
securities shall be treated as equity for purposes of calculating the
Financing Fee. Securities acquired or otherwise received by Financing
Sources ("Investors") are referred to as "Securities". In addition, the
Company shall issue to Sunrise warrants (the "Warrants") to purchase such
number of shares of the common stock of the Company equal to 10% of the
aggregate number of fully diluted and/or converted shares of common stock
as are purchased by Investors (after giving effect to any increase in
SUNRISE SECURITIES CORP.
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shares under a ratchet or similar provision pursuant to which the number
of shares initially purchased is subsequently increased) on the same terms
and conditions. The Warrants shall be purchased for a nominal sum and
shall be exercisable for a period of five years from the date of Closing
with an exercise price per share equal to the effective per share price
paid by the Investors for the Securities. The terms of the Warrants shall
be set forth in one or more agreements (the "Warrant Agreements") in form
and substance reasonably satisfactory to Sunrise and the Company. The
Warrant Agreements shall contain customary terms, including without
limitation, provisions for "cashless" exercise, change of control, price
based anti-dilution, and customary demand and piggyback registration
rights. For the purposes of this Agreement, the term "Financing" shall
mean any debt financing or equity investment in the Company other than a
Transaction as set forth in Paragraph 5B above, or any combination thereof
(i.e., where the funds are received by the Company, as distinct from funds
received by selling shareholders). Without limiting the foregoing,
Financing shall include lease financing, vendor financing, government
sponsored financing or any similar transaction or combination thereof.
Sunrise's fee shall be based upon the percentages set forth in this
Paragraph 5C above of the gross total credit facility before any
deductions, including but not limited to fees, deposits, transaction
expenses, reserves, insurance or other amounts withheld or paid by the
lender/Investor/facility provider. Financing shall be deemed to include
total value of Securities sold directly or indirectly, in connection with
the Financing, including proceeds received by the Company upon exercise of
options, warrants and/or similar securities (collectively, the "Options"),
and any amounts paid into escrow and any amounts payable in the future
whether or not subject to any contingency. If the consideration received
by the Company is to be paid in whole or in part through installment
payments, such installment payments shall be valued on a discounted
present value basis using a discount rate of [10%] per annum. To the
extent such future payments are not currently ascertainable or relate to
the exercise of Options, the portion of Sunrise's Financing Fee relating
thereto shall be calculated and paid when and as such contingent payments
are made. If the consideration received by the Company or its shareholders
is paid in whole or in part in the form of securities or other non-cash
consideration, such consideration shall be valued at the fair market value
thereof, as the Company and Sunrise shall agree, on the day, prior to the
date of Closing (or later date on which a contingent payment is made),
provided, however, that if such consideration consists of securities with
an existing trading market, such securities shall be valued at the average
of the last sales price for such securities on the five trading days prior
to the date of Closing (or later date on which a contingent payment is
made). Financing shall not include: (a) working capital financing provided
by commercial bank loan departments; or (b) extensions, renewals,
modifications or refinancings with existing creditors; provided that such
financings are initiated by the Company without the assistance of or
materials prepared by Sunrise. Public offerings, if any, shall be subject
to a separate letter agreement and are expressly not addressed in this
Agreement.
SUNRISE SECURITIES CORP.
000 XXXXXXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XX 00000
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D. In the event that the Company completes a transaction in lieu of
any Transaction or Financing for which Sunrise is entitled to compensation
or otherwise renders services during the course of this engagement to
which clause "A", "B", or "C" of this Paragraph 5 do not apply (e.g. a
Fairness Opinion), Sunrise shall receive a customary investment banking
fee to be mutually agreed upon between Sunrise and the Company based on
the nature and type of services rendered.
6. In the event that this Agreement shall not be renewed or if terminated for
any reason, notwithstanding any such renewal or termination, Sunrise shall
be entitled to a full fee as provided under Paragraph 5 hereof, for any
Transaction or Financing for which the discussions were conducted during
the term of this Agreement by the Company or by Sunrise on behalf of the
Company which is consummated within a period of twelve (12) months after
non-renewal or termination of this Agreement. Upon termination of this
Agreement, Sunrise shall provide the Company with a written list of
parties with whom it had discussions in connection with any Transaction or
Financing, which list shall govern the operation of this Paragraph.
7. In addition to the fees payable hereunder, and regardless whether any
Transaction or Financing set forth in Paragraph 5 hereof is proposed or
consummated, the Company shall reimburse Sunrise for all reasonable fees
and disbursements of Sunrise's outside counsel and Sunrise's reasonable
travel and out-of-pocket expenses incurred in connection with the services
performed by Sunrise pursuant to this Agreement, including without
limitation, hotel, food and associated expenses including long-distance
telephone calls; provided that to the extent such reimbursements
referenced in this Paragraph 7 exceed $5,000 in the aggregate, they,
thereafter, shall be subject to the Company's prior approval.
8. The Company acknowledges that all opinions and advice (written or oral)
given by Sunrise to the Company in connection with Sunrise's engagement
are intended solely for the benefit and use of the Company in considering
the transaction or financing to which they relate, and the Company agrees
that no person or entity other than the Company shall be entitled to make
use of or rely upon the advice of Sunrise to be given hereunder, and no
such opinion or advice shall be used for any other purpose or reproduced,
disseminated, quoted or referred to at any time, in any manner or for any
purpose, nor may the Company make any public references to Sunrise, or use
Sunrise's name in any annual reports or any other reports or releases of
the Company without Sunrise's prior written consent, which shall not be
unreasonably withheld.
Sunrise and the Company agree and acknowledge that the decision to
consummate a Financing and/or Transaction shall be in the Company's sole
and absolute discretion.
9. The Company acknowledges that Sunrise and its affiliates are in the
business of providing financial services and consulting advice to others.
Nothing herein contained shall be construed to limit or restrict Sunrise
in conducting such business with respect to others, or in rendering such
advice to others, except as such advice may relate to matters relating to
the Company's business and properties.
SUNRISE SECURITIES CORP.
000 XXXXXXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XX 00000
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10. The Company recognizes and confirms that, in advising the Company and in
fulfilling its engagement hereunder, Sunrise will use and rely on data,
material and other information furnished to Sunrise by the Company. The
Company acknowledges and agrees that in performing its services under this
engagement, Sunrise may rely upon the data, material and other information
supplied by the Company without independently verifying its accuracy,
completeness or veracity, except to the extent Sunrise has actual
knowledge to the contrary. The Company represents and warrants to Sunrise
that all such information concerning the Company provided by the Company
in response to requests made by Sunrise or otherwise, will be true and
accurate in all material respects and will not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein not misleading in light of the
circumstances under which such statements are made. Sunrise shall be under
no obligations to make an independent appraisal of assets or an
investigation or inquiry as to any information regarding, or any
representations of, any other participant in a Transaction or Financing,
and shall have no liability with regard thereto. The Company acknowledges
and agrees that Sunrise will be using and relying upon such information
supplied by the Company and its officers, agents and others and any other
publicly available information concerning the Company without any
independent investigation or verification thereof or independent appraisal
by Sunrise of the Company or its business or assets. If, in Sunrise's
opinion after completion of its due diligence process, the condition of
the Company, financial or otherwise, and its prospects are not
substantially as represented or do not fulfill Sunrise's expectations,
Sunrise shall have the sole discretion to review and determine its
continued interest in proposed Financings and/or Transactions.
11. Since Sunrise will be acting on behalf of the Company in connection with
its engagement hereunder, the Company and Sunrise have entered into a
separate indemnification agreement substantially in the form attached
hereto as Schedule A and dated the date hereof, providing for the
indemnification of Sunrise by the Company. Sunrise has entered into this
Agreement in reliance on the indemnities set forth in such indemnification
agreement.
12. Sunrise shall perform its services hereunder as an independent contractor
and not as an employee of the Company or an affiliate thereof. It is
expressly understood and agreed to by the parties hereto that Sunrise
shall have no authority to act for, represent or bind the Company or any
affiliate thereof in any manner, except as may be agreed to expressly by
the Company in writing from time to time.
13. A. This Agreement and the Schedule A attached hereto constitute the entire
agreement and understanding of the parties hereto, and supersede any and
all previous agreements and understandings, whether oral or written,
between the parties with respect to the matters set forth herein.
SUNRISE SECURITIES CORP.
000 XXXXXXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XX 00000
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B. Any notice or communication permitted or required hereunder shall be in
writing and shall be deemed sufficiently given if hand-delivered or sent
(i) postage prepaid by registered mail, return receipt requested, or (ii)
by facsimile to the respective parties as set forth below, or to such
other address as either party may notify the other of in writing:
if to the Company, to: Xxxx Law Group
F/B/O Reality Wireless Networks
000 0xx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx
if to Sunrise, to: Sunrise Securities Corp.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxxx
Director
C. This Agreement shall be binding upon and inure to the benefit of each
of the parties hereto and their respective successors, legal
representatives and assigns.
D. This Agreement may be executed in any number of counterparts, each of
which together shall constitute one and the same original document. This
Agreement may be executed and delivered by exchange of facsimile copies
showing the parties' signatures, and those signatures need not be affixed
to the same copy. The facsimile copies showing the signatures of the
parties will constitute originally signed copies of the same Agreement
requiring no further execution.
E. No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
F. This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without giving effect to its conflict
of law principles. The parties hereby agree that any dispute which may
arise between them arising out of or in connection with this Agreement
shall be adjudicated before a court located in New York City, and they
hereby submit to the exclusive jurisdiction of the courts of the State of
New York located in New York, New York and of the federal courts in the
Southern District of New York with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objection
they now or hereafter may have respecting the venue of any such action or
proceeding brought in such a court or respecting the fact that such court
is an inconvenient forum, relating to or arising out of this Agreement,
and consent to the service of process in any such action or legal
proceeding by means of registered or certified mail, return receipt
requested, in care of the address set forth in Paragraph 13B hereof.
SUNRISE SECURITIES CORP.
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The parties hereby waive trial by jury in any action or proceeding
involving, directly or indirectly, any matter in any way arising out of or
in connection with this Agreement.
If the foregoing correctly sets forth the understanding between Sunrise
and the Company with respect to the foregoing, please so indicate your
agreement by signing in the place provided below, at which time this
letter shall become a binding contract.
Sunrise Securities Corp.
By:
------------------------------------
Director
Accepted and Agreed:
Reality Wireless Networks, Inc.
Xxxxxxxx, Xxxxxxxxxx 00000
By:
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: President
SUNRISE SECURITIES CORP.
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[SUNRISE SECURITIES CORP. LOGO]
Member NASD/SiPC
SCHEDULE A
INDEMNIFICATION PROVISIONS
--------------------------------------------------------------------------------
In connection with the engagement of Sunrise Securities Corp. (`Sunrise") by
_____________(the "Company") pursuant to a letter agreement dated ( ) ______,
2002 between the Company and Sunrise as it may be amended from time to time (the
"Letter Agreement"), the Company, hereby agrees as follows:
1. In connection with or arising out of or relating to the engagement of
Sunrise under the Letter Agreement, or any actions taken or omitted,
services performed or matters contemplated by or in connection with the
Letter Agreement, the Company agrees to reimburse Sunrise, its affiliates
and their respective directors, officers, employees, agents and
controlling persons (each an "Indemnified Party") promptly upon demand for
actual, out-of-pocket expenses (including reasonable fees and expenses for
legal counsel) as they are incurred in connection with the investigation
of, preparation for or defense of any pending or threatened claim, or any
litigation, proceeding or other action in respect thereof (collectively, a
"Claim"). The Company also agrees (in connection with the foregoing) to
indemnify and hold harmless each Indemnified Party from and against any
and all out-of-pocket losses, claims, damages and liabilities, joint or
several, to which any Indemnified Party may become subject, including any
amount paid in settlement of any litigation or other action (commenced or
threatened) to which the Company shall have consented in writing (such
consent not to be reasonably withheld), whether or not any Indemnified
Party is a party and whether or not liability resulted; provided, however,
that the Company shall not be liable pursuant to this sentence in respect
of any loss, claim, damage or liability to the extent that a court or
other agency having competent jurisdiction shall have determined by final
judgement (not subject to further appeal) that such loss, claim, damage or
liability was incurred solely as a direct result of the willful misconduct
or gross negligence of such Indemnified Party.
2. An Indemnified Party shall have the right to retain separate legal counsel
of its own choice to conduct the defense and all related matters in
connection with any Claim. The Company shall pay the reasonable fees and
expenses of such legal counsel, and such counsel shall to the fullest
extent, consistent with its professional responsibilities, cooperate with
the Company and any legal counsel designated by the Company.
3. The Company will not, without the prior written consent of each
Indemnified Party settle, compromise or consent to the entry of any
judgement in any pending or threatened Claim in respect of which
indemnification may be reasonably sought hereunder (whether or not any
SUNRISE SECURITIES CORP.
000 XXXXXXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XX 00000
Indemnified Person is an actual or potential party to such Claim), unless
such settlement, compromise or consent includes an unconditional,
irrevocable release of each Indemnified Person against whom such Claim may
be brought hereunder from any and all liability arising out of such Claim.
4. In the event the indemnity provided for in paragraphs 1 and 2 hereof is
unavailable or insufficient to hold any Indemnified Party harmless, then
the Company shall contribute to amounts paid or payable by an Indemnified
Party in respect of such Indemnified Party's losses, claims, damages and
liabilities as to which the indemnity provided for in paragraphs 1 and 2
hereof is unavailable or insufficient (i) in such portion as appropriately
reflects the relative benefits received by the Company, on the one hand,
and the Indemnified Party, on the other hand, in connection with the
matters as to which losses, claims, damages or liabilities relate, or (ii)
if the allocation provided by (i) above is not permitted by applicable
law, in such proportion as appropriately reflects not only the relative
benefits referred to in clause (i) but also the relative fault of the
Company, on the one hand, and the Indemnified Parties, on the other hand,
as well as any other equitable considerations. The amounts paid or payable
by a party in respect of losses, claims, damages and liabilities referred
to above shall be deemed to include any reasonable legal or other
out-of-pocket fees and expenses incurred in defending any litigation,
proceeding or other action or claim. Notwithstanding the provisions
hereof, Sunrise's share of the liability hereunder shall not be in excess
of the amount of fees actually received by Sunrise under the Letter
Agreement (excluding any amounts received as reimbursement of expenses by
Sunrise).
5. It is understood and agreed that, in connection with Sunrise's engagement
by the Company under the Letter Agreement, Sunrise may also be engaged to
act for the Company in one or more additional capacities, and that the
terms of any such additional engagement may be embodied in one or more
separate written agreements. These Indemnification Provisions shall apply
to the engagement under the Letter Agreement and to any such additional
engagement and any modification of such additional engagement; provided,
however, that in the event that the Company engages Sunrise to act as a
dealer manager in an exchange or tender offer or as an underwriter in
connection with the issuance of securities by the Company or to furnish an
opinion letter, such further engagement may be subject to separate
indemnification and contribution provisions as may be mutually agreed
upon.
6. These Indemnification Provisions shall remain in full force and effect in
connection with the transaction contemplated by the Letter Agreement
whether or not consummated, and shall survive the expiration of the period
of the Letter Agreement, and shall be in addition to any liability that
the Company might otherwise have to any Indemnified Party under the Letter
Agreement or otherwise.
SUNRISE SECURITIES CORP.
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7. Each party hereto consents to personal jurisdiction and service of process
and venue in any court in the State of New York in which any claim for
indemnity is brought by any Indemnified Person.
SUNRISE SECURITIES CORP.
By:
--------------------------------
Name:
Title: Director
[ ]
By:
--------------------------------
Name:
Title:
--------------------------------
SUNRISE SECURITIES CORP.
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