LiveDeal Inc. Contracts
Sample Business Contracts
Advisory Agreement - YP.Net Inc. and S.G. Martin Securities LLC
Services Forms
SE G. MARTIN SECURITIES LLC
March 9, 2001
Mr. Angelo Tulle
Chairman
YP.NET, INC.
4840 East Jasmine Street, Suite 105
Mesa, Arizona 85205
Dear Mr. Tullo:
This will confirm the arrangements, terms and conditions pursuant to which S.G.
Martin Securities LLC ("Advisor") has been retained to serve as an investment
banker to YP.NET, INC. (the "Company") for a one (l}year period commencing on
the date hereof, subject to the termination provisions set forth in Paragraph 2
hereof. For good and valuable consideration, the sufficiency of which is hereby
acknowledged, the undersigned hereby agree to the following terms and
conditions:
1. Duties of Advisor. Advisor shall, as more fully set forth below in
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this Paragraph 1, assist the Company in formulating, initiating and
implementing the Company's strategic business and capital formation
plans and programs. Without limiting the generality of the foregoing,
Advisor agrees to:
(a) undertake, in conjunction with the Company, an evaluation and
analysis of the business operations; strategic business plan;
corporate, capital and shareholder structures; management (and
together with the Company's Board of Directors, "Management");
financial condition; prospects; and capital requirements of the
Company;
(b) assist the Company in its presentation to the brokerage community
and the introduction to security firms and brokers other than S.C
Martin;
(c) assist in preparation and filing of Form 15C2-ll;
(d) develop the capital formation strategy and program necessary to
fund and facilitate the Company's strategic plan and, assist the
Company in effectuating the specific financing, business
combination, or series of transactions (Individually the
"Transaction" and together the "Transactions")determined pursuant
to discussions between the Company and Advisor; and
(e) be available on request, on appropriate notice, to meet with the
Company's Management and/or Board of Directors to discuss, as
appropriate, the Company's strategic plan and a Transaction.
1025 OLD COUNTRY ROAD, SUITE 302N WESTBURY, NY 11590 TEL. (800) 563-0090 TEL.
(516) 869-090O FAX (516) 869-1244
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The services described in Paragraph 1 may be rendered by Advisor without
any direct supervision by the Company and at such time and place in such manner
(whether by conference, telephone, letter or otherwise) as Advisor may
reasonably determine.
2. Term. The term of Advisor's engagement hereunder shall extend for up
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to twelve (12) months commencing on the date hereof (the "Term"),
however; can be terminated by either party upon 60 days written
notice.
3. Compensation and Expense Reimbursement.
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(a) A non-refundable retainer of $12,500.00 and 25,000 shares of
common stock payable and issued to S.G. Martin Securities no
later than 10 days after the execution of this Agreement;
(b) $5,000.00 per month due on the first of each month,
commencing from the 1st month proceeding the execution of this
Agreement and continuing monthly thereafter, for the term of this
Agreement with the final 2~ month's payments to be deducted from
the retainer;
(c) A warrant, to vest quarterly during the term of this
Agreement, to purchase 50,000 shares of common stock of the
Company at an exercise price of $0.50 per share. (All warrants
issued to S.G. Martin Securities pursuant to the terms of this
Agreement shall be exercisable for a period of five (5) years and
have demand and piggy-back registration rights). As approved by
the Board; and
(d) Advisor shall be promptly reimbursed for all reasonable
out-of-pocket expenses incurred in connection with its engagement
hereunder not to exceed $500.00 without prior approval.
4. No Agency Authority. The Advisor shall have and shall not hold itself
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out as having any authority to act as agent for the Company or bid it
in any way.
5. Company's Responsibilities, Representations and Warranties.
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In connection with S.G. Martin Securities engagement, the Company will
furnish S.G. Martin Securities with any information concerning the
Company that S.C Martin Securities reasonable deems appropriate and
will provide S.G. Martin Securities with access to the Company's
officers, directors, accountants, counsel and other advisors. The
Company represents and warrants to S.G. Martin Securities that all
such information concerning the Company, 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.
The Company represents and warrants to S.G. Martin Securities that any
financial projections or forecasts provided to S.G. Martin Securities
are "forward looking statements" as that term is used in Section 21E
of the Securities Exchange Commission Act of 1934 and represent the
best currently available estimates by the management of the Company of
the future financial performance by the Company (or its business) and
are based upon reasonable assumptions. The Company acknowledges and
agrees that S.G. Martin Securities will be using and relying upon such
information supplied by the Company and its officers, agents and
others and upon any other publicly available information concerning
the Company without any independent investigation or verification
thereof or independent appraisal by S.G. Martin Securities of the
Company or its business or assets; and
6. Available Time. Advisor shall make available such time as it, in its
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reasonable discretion, shall deem appropriate for the performance of
its obligations under this Agreement.
7. Relationship. Nothing herein shall constitute Advisor as an employee
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or agent of the Company, except to such extent as might hereinafter be
agreed upon in writing for a particular purpose. Except as might
hereinafter be expressly agreed, Advisor shall not have the authority
to obligate or commit the Company in any manner whatsoever.
8. Confidentiality Relating to this Agreement. Neither the Company nor
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Advisor shall disclose (except to its partners, accountants and
attorneys), without specific consent from the other party, any
information relating to this Agreement or any Transactions
contemplated hereby, including without limitation, the existence of
this Agreement.
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9. Assignment. This agreement shall not be assignable by any party except
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to successors to all or substantially all of the business of either
party for any reason whatsoever without the prior written consent of
the other party, which consent may not be unreasonably withheld by the
party whose consent Is required.
10. Amendment. This Agreement may not be amended or modified except in
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writing signed by both parties.
11. Governing Law. This Agreement shall be deemed to have been made and
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delivered in New York City, and both this agreement and the
transactions contemplated hereby shall be governed as to validity,
interpretation, construction, effect, and in all other respects by the
internal laws of the State of New York.
Advisor 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 this 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.
Very truly yours,
S.G. MARTIN SECURITIES LLC
By: /s/ Stephen J. Drescher
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Stephen J. Drescher
Director of Corporate Finance
AGREED AND ACCEPTED AS OF
THE DATE FIRST ABOVE WRITTEN:
YP.NET, INC.
By: /s/ Angelo Tullo
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Angelo Tullo Chairman
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