Exhibit 10.33
CrossRoads Strategy Group, Inc.
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October 15, 1998
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Chairman/CEO
Greenwich Technology Partners. Inc.
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Dear ▇▇▇:
CrossRoads Strategy Group, Inc. ("CrossRoads") is pleased to be retained on the
terms and conditions set forth herein (the "Agreement") as the exclusive agent
by Greenwich Technology Partners, Inc. (the "Company") to assist it in obtaining
commitments from third parties for the purchase either preferred stock
("Preferred Stock") or common stock ("Common Stock", collectively "Equity
Stock") in a private placement of $5 to $10 million to provide expansion and
working capital funding for the Company (the "Transaction").
1) Services by CrossRoads:
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CrossRoads will provide customary and usual services for the Transaction
including:
a) Evaluate the Company's current business and financial structure and
assist it in developing a detailed business plan, including financial
projections;
b) Work with the Company in structuring the Transaction and advise and
consult with the Company regarding its general business and marketing
plans and its management organization; prepare a Confidential
Memorandum for the purposes of distribution to potential financing
sources and strategic partners which describes the Company and its
operations and contains historical and prospective financial
information;
c) Review potential institutional sources of financing and strategic
partners for the Transaction with the Company and its agents and
representatives;
d) Introduce the Company to, and negotiate on its behalf with, potential
financing sources and strategic partners to facilitate the
Transaction;
e) Review all financial documents pertinent to the Transaction.
Greenwich Technology Partners, Inc. October 15, 1998
Engagement Letter Page 2
f) Assist in identifying and engaging appropriate professionals;
g) Consult with and coordinate the work of the various professionals
involved in the Transaction; review, to the extent appropriate, all
third party due diligence investigations of the Company, and
h) Do whatever is reasonable and necessary to aid in the closing of the
Transaction.
2) Fees and Disbursements:
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a) The Company agrees to pay all costs relating to the Transaction
including, without limitation, all legal fees, accounting fees, expert
fees, if any, and printing expenses, and associated expenses. The
Company further agrees to pay monthly, as billed, CrossRoads' actual
and reasonable out-of-pocket expenses relating to the Transaction, all
of which shall be accounted to its reasonable satisfaction. CrossRoads
hereby agrees to obtain the Company's prior written approval before
incurring any regal, accounting or expert fees. The Company, prior to
its incurrence, shall approve any cost or expense exceeding $500.
CrossRoads will use its good faith efforts to minimize these expenses,
which, assuming reasonable cooperation by the Company, shall be
substantially completed on or about March 31, 1999.
b) Upon the successful completion of the Transaction, at the closing the
Company agrees to pay CrossRoads a fee (the "Placement Fee") as
follows:
i) a cash fee equal to 4.0% of the gross proceeds from the sale of
Preferred Stock and Common Stock in the Transaction and
ii) shares of stock (the "Fee Shares") equal to 2%f the number of
shares of Preferred Stock and Common Stock sold in the
Transaction. Such Fee Shares shall be of the same class and on
identical terms as the Preferred Stork and Common Stock sold in
the Transaction.
c) In the event that the Company and CrossRoads mutually agree to utilize
the assistance of a third party to complete the Transaction,
CrossRoads will assist the Company in evaluating such offers, if any,
and will be entitled to receive a cash fee (the "Breakage Fee") in the
amount to 2% of the amount of the Transaction.
d) The Company is under no obligation to accept any offer or proposal
for, or to conclude, the Transaction, in which event no compensation
shall be due to CrossRoads under Sections 2 (b) or (c) above.
e) If during the term of this Agreement as specified in action 4 below
any party introduces an investor, lender or strategic partner to the
Company or distributes
Greenwich Technology Partners, Inc. October 15, 1998
Engagement Letter Page 3
the Confidential Memorandum to an investor, lender or strategic
partner and the Transaction is concluded with any such investor,
lender or strategic partner or before December 31, 1999, the Company
agrees to promptly pay CrossRoads the Placement Fee pursuant to this
Section 2, and any other fee payable under this Section 2 above, and
to issue the Fee Shares as specified in Section 2 above.
f) CrossRoads shall not have the power or authority to enter into any
commitment or obligation on behalf of the Company or to otherwise bind
the Company in any manner. CrossRoads shall be solely liable for all
fees, commissions, expenses and any other remuneration payable to any
third parties employ solely by CrossRoads or to whom CrossRoads makes
a commitment, with respect to a Transaction. The Company shall be
responsible for fees due to attorneys and accountants engaged by the
Company in connection with the transaction. The Company will also be
responsible for fees due to third parties for fairness opinions or
independent valuations.
3) Confidentiality:
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All confidential information submitted by the Company or on its behalf will
be held in confidence and will not be made available to parties outside of
the Transaction without the Company's express written permission, excepting
information required to be disclosed by legal process, law or regulation.
4) Term of Agreement:
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This Agreement shall remain in force until the earlier to occur of the
consummation of the Transaction or March 31, 1999, unless terminated for
use by the Company or CrossRoads upon five days' written notice, provided,
however, that is Section 4 and Sections 2 and 3 above shall survive the
termination of this Agreement.
5) Miscellaneous:
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a) The Company represents that this Agreement does not conflict with or
breach any agreement to which it is subject or by which it is bound.
b) The Company acknowledges that CrossRoads is not a registered broker
dealer and is acting as a consultant assisting the Company in the
direct placement of the Transaction.
c) CrossRoads and the Company shall keep each other regularly advised of
their activities hereunder. With respect to any party introduced by
CrossRoads, the Company shall direct all inquiries or contacts
relating to the Transaction to CrossRoads.
Greenwich Technology Partners, Inc. October 15, 1998
Engagement Letter Page 4
d) It is understood that CrossRoads will rely, in part, upon information
the Company supplies without independent investigation or
verification. Accordingly, the Company hereby indemnifies and agrees
to hold harmless CrossRoads and all of its affiliates, officers,
agents and employees, to the full extent lawful, from and against all
liabilities, damages, costs, fees, anti expenses, including legal fees
(collectively, the "Losses"), relating to or arising from any claim,
based on an omission or misrepresentation in any offering or other
document (provided such offering or document is subject to the prior
review and approval of the Company) to the extent that the Company and
any of its affiliates, officers, agents and employees shall have
provided said information, data or material upon which such omission
or misrepresentation is based. In addition, the Company will
indemnify CrossRoads against Losses otherwise incurred by it arising
out of CrossRoads' authorized activities relating to the Transaction.
Notwithstanding anything contained herein to the contrary, the
Company's indemnity shall not extend to cover any act of bad faith,
willful misconduct or gross negligence by CrossRoads. CrossRoads shall
indemnify and hold armless the Company and all of its affiliates,
shareholders, officers, agents and employees from and against any
Losses relating to or arising from any of CrossRoads' act of bad
faith, willful misconduct or arising from any claim as a result of an
omission or misrepresentation in any document or statement made by
CrossRoads to a third party.
e) Any and all claims. disputes or controversies arising between the
parties relating to this Agreement or the Transaction, shall be
determined by arbitration. This arbitration shall be held in the
State of New York and conducted in accordance with the rules of the
American Arbitration Association or, if required by applicable
regulation, the National Association of Securities Dealers, Inc.
("NASD"). This Agreement shall be governed by and, in the event of
any dispute, construed by the arbitrator in accordance with the laws
of the State of New York, without regard to its conflicts of laws
principles. The decision of the arbitrator shall be final and binding
and enforceable by any court having jurisdiction. The arbitrators
shall have the authority to award attorney's fees to either party.
f) This represents the entire agreement of the parties and may not be
modified except by a mutually signed writing. This Agreement shall be
binding on the parties, their successors and assigns.
Greenwich Technology Partners, Inc. October 15, 1998
Engagement Letter Page 5
If the foregoing correctly sets forth the complete understanding between us,
please sign the enclosed copy of this letter, whereupon it shall constitute a
binding agreement between us.
Sincerely,
CROSSROADS STRATEGY GROUP, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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President
Accepted and agreed upon as of the date first written above.
GREENWICH TECHNOLOGY PARTNERS, INC.
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Chairman/CEO