FINANCIAL ADVISORY SERVICES AGREEMENT
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March 27, 2000
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Chairman and Chief Executive Officer
meVC ▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson Fund I, Inc.
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Dear Sirs:
This will confirm the understanding and agreement (the "AGREEMENT")
between Prudential Securities Incorporated ("PRUDENTIAL SECURITIES") and meVC
▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson Fund I, Inc. (the "COMPANY") as follows:
1. The Company hereby engages Prudential Securities as the Company's
financial advisor in connection with the proposed initial public
offering by the Company of up to 16,975,000 shares of its Common
Stock, $.01 par value, pursuant to a registration statement on
Form N-2 (File No. 333-92287), including amendments thereto,
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Offering").
2. Prudential Securities hereby accepts the engagement described in
paragraph 1 and, in that connection, agrees to advise and assist
the Company in developing a general strategy for accomplishing
the Offering, including the structure of the Offering.
3. As compensation for the services rendered by Prudential
Securities hereunder, the Company shall pay Prudential Securities
a fee of U.S. $1,500,000 payable upon and subject to the closing
of the Offering. Either party may terminate Prudential
Securities' engagement hereunder at any time by giving the other
party at least 10 days' prior written notice, subject to
paragraphs 4, 9 through 11 and the second, third and fourth
sentences of paragraph 5, the provisions of which shall survive
any termination of this Agreement.
4. In recognition of the fact that Prudential Securities will be
acting on its behalf in connection with the engagement described
in paragraph 1 of this Agreement, concurrently with the execution
of this Agreement, the Company is entering into a separate
indemnification agreement (the "Indemnification Agreement"),
pursuant to which the Company will agree to indemnify Prudential
Securities and certain other persons for certain other matters in
connection with the engagement set forth herein. Indemnification
for certain matters related to the Offering shall be as set forth
in the underwriting agreement in connection with the Offering and
shall not be subject to the terms of such Indemnification
Agreement.
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5. In connection with the engagement of Prudential Securities as set
forth herein, the Company shall furnish Prudential Securities
with all information concerning the Company which Prudential
Securities reasonably deems appropriate and will provide
Prudential Securities with access to the Company's officers,
directors, accountants, counsel and other advisors, in all cases
upon the request of Prudential Securities delivered in advance of
the date such information is to be furnished or such access is to
be provided. The Company represents and warrants to Prudential
Securities that all such information concerning the Company is
and will be true and accurate in all material respects and does
not 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, in all cases as of the date
such information is delivered by the Company to Prudential
Securities. The Company represents and warrants to Prudential
Securities that any financial projections or forecasts provided
to Prudential Securities with respect to the Company represent
the best currently available estimates by the management of the
Company or its investment advisers of the future financial
performance of the Company as of the date such financial
projections or forecasts are delivered by the Company to
Prudential Securities. The Company acknowledges and agrees that
Prudential Securities 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 Prudential Securities of the
Company or its business or assets, except for such due diligence
as is customarily conducted by financial advisors in similar
transactions.
6. This Agreement does not constitute an obligation on the part of
Prudential Securities or the Company to effect the Offering or to
underwrite any securities pursuant to such Offering. Such an
obligation, if entered into, will be made pursuant to an
underwriting agreement and will be on the terms and subject to
the conditions contained in such underwriting agreement.
7. Any information, whether oral or written, provided to Prudential
Securities by any of the Company, meVC Advisers, Inc., the
Company's investment adviser, and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson MeVC
Management Co., LLC, its investment sub-adviser, and any advice,
whether oral or written, provided to the Company by Prudential
Securities hereunder shall not be publicly disclosed or made
available to third parties (other than counsel or other advisors
to Prudential Securities or the Company, as the case may be,
provided the disclosing party informs such third parties of this
provision) without the prior written consent of the Company (in
the case of information provided by the Company) or Prudential
Securities (in the case of advice provided by Prudential
Securities); PROVIDED, that Prudential Securities, the Company,
meVC Advisers, Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson MeVC Management Co.,
LLC, and counsel and other advisors to any of the foregoing, may
disclose
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such information to the Securities and Exchange Commission, the
National Association of Securities Dealers and any securities
exchange as is necessary to accomplish the Offering and matters
related thereto without obtaining written consent pursuant to
this paragraph 7. In addition, none of the Company, meVC
Advisers, Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson MeVC Management Co., LLC
or Prudential Securities may not be otherwise publicly referred
to without its prior consent.
8. The Company represents and warrants to Prudential Securities that
there are no brokers, representatives or other persons which have
an interest in compensation due to Prudential Securities from any
transaction contemplated herein.
9. The benefits of this Agreement, together with the Indemnification
Agreement, shall inure to the respective successors and assigns
of the parties hereto, together with the indemnified parties
under such Indemnification Agreement and their successors,
assigns and representatives, and the obligations and liabilities
assumed in this Agreement by the parties hereto shall be binding
upon their respective successors and assigns. This Agreement and
the Indemnification Agreement may not be assigned without the
prior written consent of the nonassigning party.
10. This Agreement may not be amended or modified except in a writing
signed by the party against whom enforcement is sought and shall
be governed by and construed in accordance with the laws of the
State of New York, without giving effect to any provisions
relating to conflicts of laws. The Company hereby consents to
service of process in the State of New York and to the
jurisdiction of and venue in the United States District Court for
the Southern District of New York and of any of the courts in the
State of New York in any action, suit or proceeding arising under
this Agreement. The Company hereby designates and appoints CT
Corporation System, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ as its
agent to receive on its behalf service of all process in any such
action, suit or proceeding in any such court, such service being
hereby acknowledged by the Company to be effective and binding
service in every respect. The Company hereby irrevocably waives
and agrees not to assert, in any action or proceeding with
respect to this Agreement, any claim that (a) it is not
personally subject to the jurisdiction of the aforesaid courts,
(b) it or its property is exempt or immune from jurisdiction of
any such court or from any legal process, (c) the action or
proceeding is brought in an inconvenient forum or (d) the venue
of the action or proceeding is improper.
11. EACH OF PRUDENTIAL SECURITIES AND THE COMPANY (ON ITS OWN BEHALF
AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS
STOCKHOLDERS), WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) RELATED TO OR ARISING OUT OF THE ENGAGEMENT OF
PRUDENTIAL SECURITIES
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PURSUANT TO, OR THE PERFORMANCE BY PRUDENTIAL SECURITIES OF THE
SERVICES CONTEMPLATED BY, THIS AGREEMENT.
Prudential Securities is delighted to accept this engagement and looks
forward to working with you on this assignment. Please confirm that the
foregoing correctly sets forth our agreement by signing the enclosed duplicate
of this letter in the space provided and returning it, whereupon this letter
shall constitute a binding agreement as of the date first above written.
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PRUDENTIAL SECURITIES INCORPORATED
By:
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Name:
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Title:
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AGREED AND ACCEPTED:
MEVC ▇▇▇▇▇▇ ▇▇▇▇▇▇
JURVETSON FUND I, INC.
By:
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Name:
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Title:
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