CMH Capital Management Corp.
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August 30, 1996
▇▇▇▇▇▇ ▇▇▇▇▇, President
Network-1 Software & Technology, Inc.
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Dear ▇▇▇:
This letter agreement shall set forth the terms of retention of CMH
Capital Management Corp. ("CMH") by Network-1 Software & Technology, Inc.
("Network-1") for financial advisory services.
1. CMH agrees to provide financial advisory services to Network-1
for a term of [one (1) year from the date hereof] which services shall include,
but not be limited to, advice related to strategic business relationships,
structuring securities offerings and other financings, assistance in updating
Network-1's Business Plan including preparation of financial projections,
attendance at meetings with potential strategic partners and business
relationships, and general advice related to Network-1 and its products.
2. In consideration of services to be provided by CMH, CMH shall
receive from Network-1 within ninety (90) days of the date hereof a seven (7)
year warrant to purchase up to 50,000 shares of common stock of Network-1 at an
exercise price of $5.00 per share. The form of Warrant is attached hereto as
Exhibit A.
3. In addition to the compensation described in paragraph 2 herein,
Network-1 agrees to promptly reimburse CMH upon request from time to time for
all reasonable out-of-pocket expenses incurred in connection with CMH's
performance of services pursuant to this agreement. Any such expenses in excess
of $500 shall be subject to the prior approval of Network-1.
4. In connection with CMH providing financial advisory services as
provided herein, Network-1 agrees to indemnify and hold harmless CMH, including
its officers and directors, against any and all losses, claims, damages,
liabilities or reasonable costs (including legal fees and expenses) directly or
indirectly, relating to or arising out of CMH's activities as a financial
advisor for Network-1 as provided herein, provided, however, such indemnity
agreement shall not apply to any such loss, claim, damage, liability or cost to
the extent it is found in a final judgment by a court of competent jurisdiction
to have resulted
primarily and directly from the negligence or willful misconduct of CMH.
Network-1 also agrees that CMH shall not have any liability whether direct or
indirect, in contract or otherwise to Network-1 for or in connection with the
engagement of CMH as provided herein except for any such liability for losses,
claims, damages, liabilities or costs that is found in a final judgment by a
court of competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from CMH's negligence or willful misconduct.
5. Either party hereto may terminate this agreement at any time
after ninety (90) days from the date hereof upon written notice, without
liability or continuing obligation to the other (except for expenses incurred),
up to the date of termination. The termination of this agreement shall not
affect the consideration received by CMH as provided in paragraph 2 or the
indemnification provided in paragraph 4 hereof.
6. The validity and interpretation of this agreement shall be
governed by the laws in the State of New York, applicable to agreements made and
to be fully performed therein.
7. The benefits of this agreement shall inure to respective
successors and permitted assigns of the parties hereto and the obligations and
liabilities assumed in this agreement by the parties hereto shall be binding
upon their respective successors and permitted assigns.
8. This agreement constitutes the complete understanding among the
parties hereto with respect to the subject matter hereof and no amendment or
modification of any provisions hereof shall be valid unless made in writing and
signed by all the parties hereto.
If the foregoing correctly sets forth our agreement, please sign a
copy of this letter in the space provided and return it to us.
Very truly yours,
CMH Capital Management Corp.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Agreed and Accepted this
30th day of August, 1996.
Network-1 Software & Technology, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇, President
2
CMH Capital Management Corp.
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January 15, 1997
▇▇▇▇▇▇ ▇▇▇▇▇, President
Network-1 Software & Technology, Inc.
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Dear ▇▇▇:
This letter shall serve to amend the financial advisory agreement (the
"1996 Advisory Agreement"), dated August 30, 1996, between Network-1 Software &
Technology, Inc. ("Network-1") and CMH Capital Management Corp. ("CMH") as
follows:
1. The term of the 1996 Advisory Agreement shall be extended until
January 15, 1999.
2. CMH shall receive on the date hereof an additional seven (7) year
warrant to purchase up to 50,000 shares of common stock of Network-1 at an
exercise price of $4.00 per share. The form of warrant is attached hereto as
Exhibit A.
3. In addition, at any time between the date hereof and January 15,
1999, if Network-1 shall complete a merger or sale of substantially all of its
assets, then CMH shall be entitled to a cash fee equal to 2% of the value of the
total consideration received in connection with such transaction. If all or a
portion of the consideration paid in the transaction is other than cash, then
the value of such non-cash consideration shall be equal to the fair market value
on the date the transaction is consummated.
4. All other terms and provisions set forth in the 1996 Advisory
Agreement shall remain in full force and effect.
If the foregoing correctly sets forth our agreement, please sign a
copy of this letter at the appropriate space provided below.
Very truly yours,
CMH Capital Management Corp.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Agreed and Accepted:
Network-1 Software & Technology, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇, President
CMH Capital Management Corp.
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President
January 30, 1997
▇▇▇▇▇▇ ▇▇▇▇▇, President
Network-1 Software & Technology, Inc.
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▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
Dear ▇▇▇:
This letter shall serve to amend the financial advisory agreement (the
"1996 Advisory Agreement"), dated August 30, 1996, between Network-1 Software &
Technology, Inc. ("Network-1") and CMH Capital Management Corp. "CMH"), as
amended by the letter agreement (the "Letter Agreement"), dated January 15, 1997
between Network-1 and CMH.
1. Network-1 has requested that CMH review, negotiate and develop new
business opportunities for Network-1. In this regard, CMH has engaged in
conversations and negotiations with third parties, and has provided general
business advice to Network-1. CMH has expended, and will continue to expend,
significant time to the affairs of Network-1 to assist Network-1 in achieving
its business plan.
2. In consideration of the services described above, Network-1 agrees to
pay CMH a monthly fee (the "Monthly Fee") equal to $12,500 beginning on January
31, 1997. Network-1's obligation to pay the Monthly Fee shall continue for two
(2) years from the date hereof, unless terminated earlier by agreement between
network-1 and CMH.
3. Since Network-1's cash flow is insufficient to permit regular monthly
payments of the Monthly Fee, payments to CMH shall accrue until the earlier of
(a) the receipt by Network-1 of proceeds from a financing in excess of $5
million, or (b) such time as network-1 shall, in its discretion, determine that
regular monthly payments can be made to CMH.
4. All other terms and provisions set forth in the 1996 Agreement and the
Letter Agreement shall remain in full force and effect.
5. If the foregoing correctly sets forth our agreement, please sign a copy
of this letter in the appropriate space provided below.
Very truly yours,
CMH Capital Management Corp.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Agreed and Accepted:
Network-1 Software & Technology, Inc.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇, President
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▇▇▇▇▇▇ ▇▇▇▇▇, President
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