THE ALPINE GROUP, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
August 31, 1998
PolyVision Corporation
▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and
Chief Executive Officer
Gentlemen:
This letter agreement confirms the engagement of The Alpine Group,
Inc. ("Alpine") by PolyVision Corporation and its subsidiaries and affiliates
(collectively or individually, the "Company") to act as financial consultants
and advisors to the Company in connection with the proposed Transaction.
The term "Transaction" shall mean any, or more than one of the
following, occurring in one transaction, or series of transactions, (a) any
merger, consolidation, reorganization, recapitalization, business combination or
other transaction pursuant to which the Company acquires or is combined with
Alliance International Group, Inc. ("AIG"); or (b) the acquisition, directly or
indirectly, by the Company in a single transaction or a series of transactions
of (i) all or substantially all of the assets or operations of AIG; (ii)
securities, which, after giving effect to the exercise or conversion of all
derivative or convertible securities owed by the Company, would cause the
Company to own at least 20% of the outstanding common stock of or otherwise
control AIG.
1. FINANCIAL ADVISORY AND CONSULTING SERVICES. Alpine will devote substantial
resources in the course of this engagement, rendering financial advisory
and consultant services in connection with the Transaction and financing
the Transaction. Alpine's financial consultant and advisory services will
include, among other things, analyzing and valuing the capital stock and/or
assets of AIG, assisting in negotiating and structuring the Transaction,
and the financing thereof, assisting in communicating with the shareholders
of the Company and/or AIG.
2. COMPENSATION. In consideration for the financial, advisory and consulting
services to be rendered by Alpine hereunder, the Company agrees to pay to
Alpine a fee of $750,000, payable in 209,790 shares of common stock of the
Company valued at $300,000 and 9,000 shares of Series B preferred stock of
the Company valued at $450,000, subject to and upon consummation of the
Transaction.
3. EXPENSES. The Company agrees to reimburse Alpine, upon request, for all
reasonable out-of-pocket expenses, including but not limited to legal and
accounting fees, as such expenses are incurred by Alpine in connection with
the services rendered hereunder by it.
4. INDEMNIFICATION.
(a) Subject to section 4(b), the Company agrees to indemnify and hold harmless
Alpine and its affiliates, including the respective officers, directors,
employees and agents of Alpine and its affiliates and each other person, if
any, controlling Alpine or its affiliates (each of whom shall be referred
to as an "Indemnified Person") from and against any and all claims,
liabilities, losses and damages (or actions in respect thereof) arising in
any manner or in any way related to this engagement.
(b) The Company agrees to reimburse Alpine and any other such Indemnified
Person, immediately upon submission of invoices therefor, for any
reasonable legal and other out-of-pocket expenses incurred by it in
connection with or relating to investigating, preparing to defend, or
defending any actions, claims or other proceedings, including any
investigation or inquiry arising in any manner or in any way related to
this engagement (whether or not such Indemnified Person is a named party in
such proceedings); PROVIDED, HOWEVER, that the Company shall not be
responsible to any Indemnified Person for any claim, liability, losses,
damages or expenses to the extent it is determined that they result
directly from actions taken or failed to be taken by any Indemnified Person
due to its gross negligence or willful misconduct.
(c) The Company agrees that the indemnification and reimbursement commitments
set forth in this Section shall apply whether or not Alpine is a formal
party to any such lawsuits, claims or other proceedings, and that Alpine is
entitled to retain a separate counsel reasonably acceptable to the Company
in connection with any of the matters to which such commitments shall
extend to any Indemnified Person. The Company further agrees that, unless
a binding determination is made concerning an Indemnified Person's gross
negligence or willful misconduct as specified in subsection (b) above, any
settlement of a lawsuit, claim or other proceeding against the Company
arising out of the transactions contemplated by this agreement which is
entered into by the Company shall include a release from the party bringing
such lawsuit, claim or other proceeding of each Indemnified Person, which
release shall be reasonably satisfactory to Alpine or shall not cause a
material adverse consequence to the Company.
2
5. TERMINATION. Alpine's services hereunder may be terminated by the Company
or by Alpine at any time upon written notice to that effect by such party
to the other party, provided that the Company's obligations under Section 3
(with respect to expenses incurred prior to such termination) shall remain
operative and in full force and effect regardless of any such termination.
Notwithstanding any termination of this agreement (other than based upon
any material default of Alpine), the Company shall pay to Alpine the
compensation as set forth in Section 2 if the Transaction is consummated
within 12 months after such termination.
6. CONFIDENTIALITY. Neither the Company nor Alpine or their respective
affiliates will make any public disclosures or statements to third parties
(other than employees, counsel, assistants, and other persons involved in
this transaction) with respect to the arrangements set forth herein unless
(i) the Company and Alpine have previously approved such public disclosures
or statements; or (ii) such disclosures or statements are required by
applicable laws, regulation or legal process.
7. MISCELLANEOUS.
(a) This agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which shall constitute one and the
same instrument. This agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to
principles of conflicts of laws. This agreement shall be binding upon and
inure to the benefit of the Company, Alpine and their respective affiliates
and assignees, except that neither party hereto shall assign this agreement
without the prior written consent of the other party.
(b) Notice given pursuant to any of the provisions of this agreement shall be
in writing and shall be mailed or delivered (a) to Alpine at its offices at
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇; attn: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, Esq., Senior Vice President, General Counsel and Secretary or
(b) to the Company at ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, attn:
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and Chief Executive Officer.
(c) This agreement embodies the entire agreement and understandings between the
parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. If any provision of this agreement
shall be determined to be invalid or unenforceable in any respect, such
determination shall not affect such provision in any other respect or any
other provision of this agreement which shall remain in full force and
effect. This agreement may not be amended or otherwise modified or waived
except by an instrument in writing by Alpine, on the other hand, and the
Company, on the other hand.
3
If the foregoing correctly sets forth our understanding, please so
indicate by signing below and returning an executed copy to us.
Very truly yours,
POLYVISION CORPORATION
By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer
THE ALPINE GROUP, INC.
By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman and Chief Executive Officer
4
