Exhibit 99.10
[MACKENZIE LOGO]
000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000
Tel: 000-000-0000 Fax: 000-000-0000
0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, XX 00000
Tel: 000-000-0000 Fax: 000-000-0000
[DATE]
WebFinancial Corporation
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This is to confirm our agreement that effective the date hereof MacKenzie
Partners, Inc. ("MacKenzie Partners") has been engaged by WebFinancial
Corporation (the "Company") as Information Agent for its proposed rights
offering for its common stock (the "Rights Offering"). As Information Agent,
MacKenzie Partners will perform customary services to the Company, including:
distribution of the Rights Offering materials to security-holders, providing
information to security-holders from the materials, and providing such other
advisory services as may be requested from time to time by the Company.
The Services shall continue until the expiration, termination or cancellation of
the Rights Offering. In consideration of the Services you agree to pay MacKenzie
Partners the following:
1. A fee of $7,500 payable upon completion of this assignment. In the event
you request us to provide additional services not contemplated by this
agreement, you agree to pay us an additional amount, if any, to be mutually
agreed upon based on the services provided as Information Agent, payable
upon expiration, termination or cancellation of the Rights Offering.
2. MacKenzie Partners' reasonable out-of-pocket expenses which shall include
but not be limited to: telephone and telecopy charges; copying costs;
messenger services; financial advertising; electronic news distribution;
news wire service charges; transportation, meals and lodging; data
processing; and mailing, postage and courier costs.
You agree that information and data which you furnish to us, whether written,
oral or pictorial, will be true, accurate and complete to the best of the
Company's knowledge and in all material respects and we are authorized to rely
upon it, as well as any information or data received from third parties with
your permission and on your behalf, as true, accurate and complete in all
material respects. You agree to review carefully any materials, which we prepare
for you pursuant to this Agreement and to promptly advise if in your reasonable
opinion these materials are materially false, inaccurate or incomplete.
You agree to indemnify and hold us and our employees harmless against any
losses, claims, damages, liabilities or expenses (including, without limitation,
legal and other related fees and expenses) to which we may become subject
WebFinancial Corporation
[DATE]
Page 2
arising from or in connection with the Services or matters which are the subject
of this Agreement; provided, however, that you shall not be liable under this
sentence in respect of any loss, claim, damage, liability or expense which was
the result of our negligence, willful misfeasance or bad faith. The Company will
not be liable under this indemnity unless we give you prompt written notice of
any related claim or action brought against us. At your election, you may assume
the defense of any such claim or action. The provisions of this paragraph shall
indefinitely survive the period of this Agreement.
We will hold in confidence and will not use nor disclose to third parties
information we receive from you or your agents or information developed by
MacKenzie Partners based upon such information we receive, except for
information which was public at the time of disclosure or becomes part of the
public domain without disclosure by us or information which we learn from a
third party which does not have an obligation of confidentiality to you.
This Agreement shall be interpreted according to and governed by the laws of the
State of New York and each of us consents to the exclusive jurisdiction of the
courts of such State.
Please confirm that the foregoing is in accordance with your understanding by
signing and returning to us the enclosed duplicate of this letter.
Sincerely yours,
Agreed to as of the date
first written above.
MacKenzie Partners, Inc. WebFinancial Corporation
By: By:
------------------------------- -----------------------------------
Xxxxx Xxxxx NAME
Vice President TITLE
