Browse > Home / ContractLibrary / Miscellany / Letters / Engagement Letters

Engagement Letters ▼

Page 1 of 31 2 3

Preview Full Doc	2001	Featured: Engagement Letter Engagement Letter (18K) Doc #138272: Click preview link for longer preview. ENGAGEMENT LETTER between CanArgo Energy Corporation (the "Company" or "CanArgo") Sundal Collier & Co ASA (the "Lead Manager" or "Sundal Collier") 1. BACKGROUND As part of the strategic development of CanArgo, the Board of Directors and Management of the Company is considering a offering of convertible bonds or an equity offering ("the Offering") to re-finance the recent acquisition of the Canadian company Lateral Vector Resources and future financing of capital and operating expenditure. The Offering is planned to be minimum NOK 100 million, and maximum NOK 200 million. In connection with this, Sundal Collier is engaged as financial advisor and Lead Manager in relation to the Offering. In connection with the Offering, a co-manager can be appointed by the Company with the Lead Manager's acceptance. 2. SCOPE OF THE ENGAGEMENT a) Financial and strategic advisory in relation to the Offering and execution of same. b) Advice to the Board of structure, marketing and timetable of the fundraising including advising on the amount new money that can be raised and the issue price; c) Reviewing matters relating to the convertible bond and advising the Board on how the conversion process should be addressed; d) Co-ordinating the fundraising process, acting as project managers and ensuring the preparation of all relevant documentation in conjunction with the Company's other advisers, including analysis reports and presentation material; 138272	Sundal Collier & Co ASA; Lateral Vector Resources;	Canargo Energy Corp
Preview Full Doc	2003	Featured: Engagement Letter Engagement Letter (44K) Doc #161477: Click preview link for longer preview. [BEAR, STEARNS & CO. INC. LETTERHEAD] ENGAGEMENT LETTER January 14, 2003 Criimi Mae Inc. 11200 Rockville Pike Rockville, Maryland 20852 Attention: David Iannarone Executive Vice President Gentlemen: We are pleased to set forth the terms of the retention of Bear, Stearns & Co. Inc. and/or one or more of its affiliates (collectively, "Bear Stearns") by Criimi Mae Inc. (collectively with its affiliates, the "Company"). 1. Bear Stearns agrees to be engaged by the Company with respect to the proposed structuring of a static pool CDO transaction as more particularly described in this letter agreement (the "Transaction"). Bear Stearns and the Company mutually agree to proceed in good faith to complete the Transaction and this letter agreement does not obligate any party to any action except as specified below. While this letter agreement contemplates a certain structure for the Transaction, during the course of our engagement we may recommend structural or other changes to the Transaction. Bear Stearns and the Company agree to negotiate in good faith regarding any alteration to the terms of our engagement as described herein arising from or in connection with any such changes. 2. In accordance with the terms and conditions described herein, Bear Stearns shall be employed by the Company from the date hereof as exclusive structurer and advisor to the Company with respect to the Transaction and as sole bookrunning lead underwriter/placement agent for the instruments to be issued in connection with the Transaction (as described in paragraph 4). In the course of its engagement, Bear Stearns would first expect to work closely with the Company, its associates and outside legal advisors, in developing the appropriate structure and negotiating with Moody's Investors Service, Inc., Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Fitch, Inc. and/or any other internationally recognized rating agency (the "Rating Agencies") that you and we agree may rate certain of the {PAGE} CRIIMI MAE INC. January 14, 2003 Page 2 instruments issued in the Transaction, and various other outside parties, as appropriate. Bear Stearns would then expect to assist in the structuring of the Transaction, assist in the creation of one or more special purpose vehicles (each an "SPV") as required for the Transaction, provide advice regarding the marketing impact of structural alternatives and ultimately manage the underwriting or placement of (i) one or more classes of investment grade rated notes (the "Notes") secured by the Collateral (as defined in paragraph 4), and (ii) if deemed advisable by Bear Stearns, one or more classes of below-investment grade rated debt instruments secured by the Collateral (together with the Notes, the "Securities"). 3. In connection with Bear Stearns' activities on the Company's behalf (including, without limitation, entering into the Transaction), the Company agrees to cooperate with Bear Stearns and will furnish to, or cause to be furnished to, Bear Stearns any and all information and data concerning the Company, the Collateral and the Transaction (the "Information") which Bear Stearns deems appropriate and will provide Bear Stearns with access to the Company's officers, directors, employees, appraisers, independent accountants, legal counsel and other consultants and advisors. The Company represents and warrants that, at all times during the period of the engagement of Bear Stearns hereunder, all Information (a) made available to Bear Stearns at any time by the Company or (b) contained in any filing by the Company with any court or governmental regulatory agency, commission or instrumentality with respect to the Transaction will be complete and correct in all material respects 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 the light of the circumstances under which such statements are made. The Company further represents and warrants that any projections and other Information provided by it to Bear Stearns will have been prepared in good faith and will be based upon assumptions that, in light of the circumstances under which they are made, are reasonable and/or that have been disclosed in writing to Bear Stearns. The Company acknowledges and agrees that in rendering its services hereunder, Bear Stearns will be using and relying on the Information (and information available from public sources and other sources deemed reliable by Bear Stearns) without independent verification thereof by Bear Stearns or independent appraisal by Bear Stearns of any of the Company's assets. Bear Stearns does not assume responsibility for the accuracy or completeness of the Information or any other information regarding the Company or the Transaction. Any reference to Bear Stearns in any public communication by the Company shall be subject to Bear Stearns' prior written consent. The Company agrees to supplement the Information provided by it from time to time so that the representations and warranties in this paragraph remain correct. The Company acknowledges and agrees that any third parties engaged by the Company in connection with the Transaction (including without limitation counsel, accountants, co-underwriters/placement agents) must be reasonably acceptable to Bear Stearns. 4. The material terms of the proposed Transaction are summarized below: o Approximate principal amount of Notes: Approximately $300 million face amount of Notes, backed by the Collateral. o The Collateral: Certain securities as more particularly described on Exhibit B hereto, and/or, if acceptable to Bear Stearns and the Rating Agencies, common 161477	Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Engagement Letter: [BEAR, STEARNS & CO. – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}21 {FILENAME}eng_ltr-0114.txt {DESCRIPTION}ENGAGEMENT LETTER {TEXT} EXHIBIT 10.8 [BEAR, STEARNS & CO. INC. LETTERHEAD] ENGAGEMENT LETTER January 14, 2003 Criimi Mae Inc. 11200 Rockville Pike Rockville, Maryland 20852 Attention: David Iannarone Executive Vice President _____________ Bear, Stearns & Co. – Pike Rockville, Maryland 20852 Attention: David Iannarone Executive Vice President Gentlemen: We are pleased to set forth the terms of the retention of Bear, Stearns & Co. Inc. and/or one or more of its affiliates (collectively, "Bear Stearns") by Criimi Mae Inc. (collectively with its affiliates, the "Company"). _____________ BEAR, STEARNS & CO. – forth our agreement, please sign the enclosed copy of this letter in the space provided and return it to us. Very truly yours, BEAR, STEARNS & CO. INC. /s/James J. Higgins ------------------------------ James J. Higgins Senior Managing Director Confirmed and Agreed to this 14th day of January 2003: CRIIMI _____________ dt 106736 ;	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Engagement Letter: Criimi Mae – SEQUENCE}21 {FILENAME}eng_ltr-0114.txt {DESCRIPTION}ENGAGEMENT LETTER {TEXT} EXHIBIT 10.8 [BEAR, STEARNS & CO. INC. LETTERHEAD] ENGAGEMENT LETTER January 14, 2003 Criimi Mae Inc. 11200 Rockville Pike Rockville, Maryland 20852 Attention: David Iannarone Executive Vice President Gentlemen: We are pleased to set forth the terms of _____________ Criimi Mae – forth the terms of the retention of Bear, Stearns & Co. Inc. and/or one or more of its affiliates (collectively, "Bear Stearns") by Criimi Mae Inc. (collectively with its affiliates, the "Company"). 1. Bear Stearns agrees to be engaged by the Company with respect to the proposed structuring _____________ CRIIMI MAE – Inc. and/or any other internationally recognized rating agency (the "Rating Agencies") that you and we agree may rate certain of the {PAGE} CRIIMI MAE INC. January 14, 2003 Page 2 instruments issued in the Transaction, and various other outside parties, as appropriate. Bear Stearns would then expect _____________ CRIIMI MAE – Certain securities as more particularly described on Exhibit B hereto, and/or, if acceptable to Bear Stearns and the Rating Agencies, common {PAGE} CRIIMI MAE INC. January 14, 2003 Page 3 stock or other equity interests in the entities that own such securities (the "Collateral"). o The Issuer: _____________ CRIIMI MAE – and the Company are contingent upon the following conditions being satisfied or waived on or prior to the closing of the Transaction: {PAGE} CRIIMI MAE INC. January 14, 2003 Page 4 o Satisfactory confirmation by Bear Stearns of the consummation of the transactions contemplated by the Investment Agreement, _____________ dt 111688
Preview Full Doc	2008	Oracle Healthcare Acquisition Corp. Oracle Healthcare Acquisition Corp. (10K) Doc #3286965: Click preview link for longer preview. 3286965	Oracle Healthcare Acquisition Oracle Healthcare Acquisition Corp.
Preview Full Doc	2008	Oracle Healthcare Acquisition Corp. Oracle Healthcare Acquisition Corp. (10K) Doc #3286966: Click preview link for longer preview. 3286966	Oracle Healthcare Acquisition Oracle Healthcare Acquisition Corp.
Full Doc	2008	Engagement Letter Engagement Letter (9K) Doc #3303927: This document is immediately available for purchase, but does not have a preview available for viewing. 3303927	Insightfulmind Learning Insightfulmind Learning Inc.
Preview Full Doc	2008	Engagement Letter Engagement Letter (33K) Doc #3340238: Click preview link for longer preview. 3340238	Global Green Global Green Solutions Inc.
Preview Full Doc	2006	Engagement Letter Engagement Letter (16K) Doc #1719952: Click preview link for longer preview. [BMA SECURITIES LOGO] ENGAGEMENT LETTER PRIVATE AND CONFIDENTIAL Mr. David Dorheim, CEO Mr. Paul Abramowitz NEAH Power Systems, Inc 22122 20th Ave SE, Suite 161 Bothell, Washington 98021 Dear Mr. Dorheim: This Engagement Letter (theï¿½ Agreementï¿½) will confirm the terms upon which NEAH Power Systems, Inc. its subsidiaries and affiliates (collectively hereafter ï¿½The Companyï¿½ or the ï¿½Companyï¿½) has engaged Burt Martin Arnold Securities, Inc. (ï¿½BMA Securitiesï¿½) on a non-exclusive best efforts basis, to provide investment banking services specifically with respect to the Company's $2 million . . . 1719952	Growth Mergers Growth Mergers Inc
Preview Full Doc	2005	Engagement Letter Engagement Letter (43K) Doc #948866: Click preview link for longer preview. 2221 Edge Lake Drive, Suite 100 Charlotte, North Carolina 28217 Office: 704.357.4440 Fax: 704.423.1240 www.ipinn.com ENGAGEMENT LETTER July 25, 2005 Perry L. Nolen President and Chief Executive Officer Xybernaut Corporation 12701 Fair Lakes Circle, Suite 550 Fairfax, Virginia 22033 Dear Mr. Nolen: This engagement letter (the “Agreement”) confirms our understanding that Xybernaut Corporation (the “ . . . 948866
Preview Full Doc	2005	Engagement Letter Engagement Letter (28K) Doc #996081: Click preview link for longer preview. I\|C\|M\|B OCEAN TOMO ENGAGEMENT LETTER ----------------- October 8, 2003 Mr. Jason Geng CEO Genex Technologies, Inc. 10605 Concord Street, Suite 500 Kensington, MD 20895-2504 Dear Mr. Geng We are pleased to confirm our understanding that Genex Technologies, Inc. ("Genex", or the "Company") has engaged Ocean Tomo, LLC, d.b.a. I\|C\|M\|B Ocean Tomo ("Ocean Tomo") as its exclusive - outside strategic advisor solely in connection with a Transaction (as defined below) involving the Company, . . . 996081
Full Doc	2005	Engagement Letter Engagement Letter (7K) Doc #1126330: This document is immediately available for purchase, but does not have a preview available for viewing. 1126330	HEI HEI, Inc. ( Semiconductors )
Preview Full Doc	2005	Engagement Letter Engagement Letter (28K) Doc #1292135: Click preview link for longer preview. I\|C\|M\|B OCEAN TOMO ENGAGEMENT LETTER ----------------- October 8, 2003 Mr. Jason Geng CEO Genex Technologies, Inc. 10605 Concord Street, Suite 500 Kensington, MD 20895-2504 Dear Mr. Geng We are pleased to confirm our understanding that Genex Technologies, Inc. ("Genex", or the "Company") has engaged Ocean Tomo, LLC, d.b.a. I\|C\|M\|B Ocean Tomo ("Ocean Tomo") as its exclusive - outside strategic advisor solely in connection with a Transaction (as defined below) involving the . . . 1292135	Technest Holdings Technest Holdings Inc
Full Doc	2004	Engagement Letter Engagement Letter (13K) Doc #469307: This document is immediately available for purchase, but does not have a preview available for viewing. 469307	Redline Redline Performance Products Inc. ( Recreational Products )
Preview Full Doc	2004	Engagement Letter Engagement Letter (19K) Doc #1204346: Click preview link for longer preview. Engagement Letter with Roth Capital Partners January 23, 2004 Mr. Juris Pagrabs Chief Financial Officer eMerge Interactive, Inc. 10305 102nd Terrace Sebastian, FL 32958 Re: Engagement Letter Dear Juris: Roth Capital Partners, LLC (?we? or ?RCP?) is pleased to act as nonexclusive financial advisor and placement agent for eMerge Interactive, Inc. (?you? or the ?Company?) in connection with your proposed private placement. The terms of our engagement are set forth below. We look forward to working with you. . . . 1204346	eMerge eMerge Interactive, Inc. ( Computer Services ) As referenced in this Engagement Letter: eMerge Interactive, Inc. – Engagement Letter EX-10.9 4 dex109.htm ENGAGEMENT LETTER Exhibit 10.9 Engagement Letter with Roth Capital Partners January 23, 2004 Mr. Juris Pagrabs Chief Financial Officer eMerge Interactive, Inc. 10305 102nd Terrace Sebastian, FL 32958 Re: Engagement Letter Dear Juris: Roth Capital Partners, LLC (?we? or ?RCP?) is pleased to act as nonexclusive financial advisor and placement agent _____________ eMerge Interactive, Inc. – 10305 102nd Terrace Sebastian, FL 32958 Re: Engagement Letter Dear Juris: Roth Capital Partners, LLC (?we? or ?RCP?) is pleased to act as nonexclusive financial advisor and placement agent for eMerge Interactive, Inc. (?you? or the ?Company?) in connection with your proposed private placement. The terms of our engagement are set forth below. We look forward to working with you. 1. The _____________ EMERGE INTERACTIVE, INC. – long-term relationship with the Company. Very truly yours, ROTH CAPITAL PARTNERS, LLC By: (a) Theodore D. Roth Managing Director Confirmed and accepted as of this day of January, 2004: EMERGE INTERACTIVE, INC. By: Juris Pagrabs (b) Chief Financial Officer APPENDIX I INDEMNIFICATION AND CONTRIBUTION The Company agrees to indemnify and hold harmless RCP and its affiliates (as defined in Rule 405 _____________ dt 1736179
Preview Full Doc	2004	Engagement Letter Engagement Letter (49K) Doc #1360868: Click preview link for longer preview. CREDIT SUISSE FIRST BOSTON Eleven Madison Avenue New York, NY 10010 JEFFERIES & COMPANY, INC. 520 Madison Avenue New York, NY 10022 CONFIDENTIAL July 23, 2004 CCC Information Services Inc. World Trade Center Chicago 444 Merchandise Mart Chicago, Illinois 60654 Attention: David Harbert Chief Financial Officer CCC Information Services Inc. $207,500,000 Senior Secured Credit Facilities Engagement Letter Ladies and Gentlemen: You have . . . 1360868	CCC Information Services Group CCC Information Services Group Inc ;	Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Engagement Letter: Cravath, Swaine – the Lenders for enforcement costs and documentary taxes associated with the Facilities will be paid by the Borrower. Governing Law and Forum: New York. Counsel to Agent and Lead Arranger: Cravath, Swaine & Moore LLP. 9 ANNEX I Interest Rates: The interest rates under the Facilities will be, at the option of the Borrower, Adjusted LIBOR plus 3.00% or ABR _____________ dt 1702458
Preview Full Doc	2003	Letter Agreement Letter Agreement (5K) Doc #141438: Click preview link for longer preview. September 12, 2000 Jack Garlock 70 Stonehenge Dr. Jackson, TN 38305 Dear Jack: I am pleased to confirm our offer for the position of President Doors, for The Stanley Works. The position is based in New Britain, Connecticut and reports to me. Your base salary will be $275,000 per year, paid monthly. You will also participate in the Corporate Management Incentive Compensation Program with a target annual bonus for 2001 of $175,000 payable in February 2002. You will be eligible for four weeks of vacation. You will participate in our Long Term Performance Award Plan (see attached). Payment of the plan will be made on a pro-rated basis in February, 2003 based on actual earnings for the 3-year measurement period beginning January 1, 2000 and ending December 31, 2002. On joining the company, you will also receive a grant of a 50,000 share stock option under the terms of The Stanley Works 1997 Long-Term Incentive Plan. Fifty-percent (50%) of this stock grant will vest in 24 months following the grant date and 50% will vest in 48 months following the grant date. The Option Purchase Price will be the price of the stock on the date of grant, which will be within 60 days of your first day of work. Starting in 2001 your stock options will be targeted at the 15,000 level annually. You will also participate in current and future executive benefit programs including our Financial Planning Service, Executive Life Insurance Program, and the Executive Physical Program. The Company will also lease and insure a car for your use. You may select any make and model up to a Fair Market Value of $60,000. Details of the executive benefit programs are attached. 141438	Stanley Works Stanley Works ( Appliances & Tools ) As referenced in this Letter Agreement: Stanley Works. – 70 Stonehenge Dr. Jackson, TN 38305 Dear Jack: I am pleased to confirm our offer for the position of President Doors, for The Stanley Works. The position is based in New Britain, Connecticut and reports to me. Your base salary will be $275,000 per year, paid _____________ Stanley Works – 2002. On joining the company, you will also receive a grant of a 50,000 share stock option under the terms of The Stanley Works 1997 Long-Term Incentive Plan. Fifty-percent (50%) of this stock grant will vest in 24 months following the grant date and 50% _____________ Stanley Works – of the position. This includes a drug-screening test. Please contact Claudia Mackiewicz at 860-827-3880 to make the necessary arrangements. The Stanley Works Health Plans become effective on the first of the month following your date of employment. They will be explained to you in detail _____________ dt 221246 ;	Jack Garlock
Preview Full Doc	2003	Letter Agreement Letter Agreement (21K) Doc #160350: Click preview link for longer preview. Synergy, MHC Synergy Financial Group, Inc. Synergy Bank July 28, 2003 Page 1 July 28, 2003 Boards of Directors Synergy, MHC Synergy Financial Group, Inc. Synergy Bank 310 North Avenue East Cranford, New Jersey 07016 Attention: Mr. John S. Fiore President and Chief Executive Officer ------------------------------------- Ladies and Gentlemen: Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") is pleased to act as an independent financial advisor to Synergy Bank (the "Bank"), Synergy, MHC (the "MHC") and Synergy Financial Group, Inc. ("Synergy Financial," and together with the Bank and the MHC, the "Company") in connection with the proposed conversion and reorganization of the Company from mutual holding company to full stock form (the "Conversion"), including the offer and sale of certain shares of the common stock of the proposed new holding company (the "Holding Company") to the Bank's eligible account holders in a Subscription Offering, to members of the Bank's community in a Direct Community Offering, and under certain circumstances, to the general public in a Syndicated Community Offering (collectively, the "Offerings"). The Direct Community Offering and the Syndicate Community Offering, if any, will not commence until the completion of the Subscription Offering. For purposes of this letter, the term "Actual Purchase Price" shall mean the price at which the shares of the Holding Company's common stock are sold in the Conversion. This letter is to confirm the terms and conditions of our engagement. ADVISORY SERVICES ----------------- Sandler O'Neill will act as a consultant and advisor to the Company and the Holding Company and will work with the Bank's management, counsel, accountants and other advisors in connection with the Conversion and the Offerings. We anticipate that our services will include the following, each as may be necessary and as the Company may reasonably request: 1. Consulting as to the securities marketing implications of any aspect of the Plan of Conversion or related corporate documents; 160350	Synergy Synergy Financial Group, Inc. ( S&Ls/Savings Banks ) As referenced in this Letter Agreement: Synergy Financial Group, Inc. – {DOCUMENT} {TYPE}EX-1 {SEQUENCE}3 {FILENAME}ex1-1.txt {DESCRIPTION}ENGAGEMENT LETTER {TEXT} Synergy, MHC Synergy Financial Group, Inc. Synergy Bank July 28, 2003 Page 1 July 28, 2003 Boards of Directors Synergy, MHC Synergy Financial Group, Inc. Synergy Bank 310 North Avenue East Cranford, New Jersey 07016 _____________ Synergy Financial Group, Inc. – 3 {FILENAME}ex1-1.txt {DESCRIPTION}ENGAGEMENT LETTER {TEXT} Synergy, MHC Synergy Financial Group, Inc. Synergy Bank July 28, 2003 Page 1 July 28, 2003 Boards of Directors Synergy, MHC Synergy Financial Group, Inc. Synergy Bank 310 North Avenue East Cranford, New Jersey 07016 Attention: Mr. John S. Fiore President and Chief Executive Officer ------------------------------------- Ladies and Gentlemen: Sandler O'Neill & Partners, L.P. (" _____________ Synergy Financial Group, Inc. – and Gentlemen: Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") is pleased to act as an independent financial advisor to Synergy Bank (the "Bank"), Synergy, MHC (the "MHC") and Synergy Financial Group, Inc. ("Synergy Financial," and together with the Bank and the MHC, the "Company") in connection with the proposed conversion and reorganization of the Company from mutual holding company to full _____________ Synergy Financial Group, Inc. – and as the Company may reasonably request: 1. Consulting as to the securities marketing implications of any aspect of the Plan of Conversion or related corporate documents; {PAGE} Synergy, MHC Synergy Financial Group, Inc. Synergy Bank July 28, 2003 Page 2 2. Reviewing with the Board of Directors the independent appraiser's appraisal of the common stock; 3. Reviewing all offering documents, including _____________ Synergy Financial Group, Inc. – the Direct Community Offering, at the request of the Company and subject to the continued satisfaction of the conditions set forth in the second paragraph under the {PAGE} Synergy, MHC Synergy Financial Group, Inc. Synergy Bank July 28, 2003 Page 3 caption "Definitive Agreement" below, Sandler O'Neill will seek to form a syndicate of registered dealers to assist in the sale of _____________ dt 1319846 ; Synergy, MHC;	Sandler O'Neill & Partners, L.P.
Preview Full Doc	2003	Letter Agreement Letter Agreement (11K) Doc #160351: Click preview link for longer preview. July 28, 2003 Mr. John S. Fiore President and Chief Executive Officer Synergy MHC Synergy Financial Group, Inc. Synergy Bank 310 North Avenue East Cranford, New Jersey 07016 Dear Mr. Fiore: Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") is pleased to act as conversion agent to Synergy Bank (the "Bank"), Synergy, MHC (the AMHC@) and Synergy Financial Group, Inc. (ASynergy Financial,@ and together with the Bank and the MHC, the ACompany@) in connection with the proposed conversion and reorganization of the Company from mutual holding company to full stock form (the "Conversion"). This letter is to confirm the terms and conditions of our engagement. SERVICES AND FEES ----------------- In our role as Conversion Agent, we anticipate that our services will include the services outlined below, each as may be necessary and as the Company may reasonably request: I. Consolidation of Accounts and Development of a Central File II. Preparation of Proxy, Order and/or Request Forms III. Organization and Supervision of the Conversion Center IV. Proxy Solicitation and Special Meeting Services V. Subscription Services Each of these services is further described in Appendix A to this agreement. 160351	Synergy Synergy Financial Group, Inc. ( S&Ls/Savings Banks ) As referenced in this Letter Agreement: Synergy Financial Group, Inc. – DOCUMENT} {TYPE}EX-1 {SEQUENCE}4 {FILENAME}ex1-2.txt {DESCRIPTION}CONVERSION AGENT ENGAGEMENT LETTER {TEXT} July 28, 2003 Mr. John S. Fiore President and Chief Executive Officer Synergy MHC Synergy Financial Group, Inc. Synergy Bank 310 North Avenue East Cranford, New Jersey 07016 Dear Mr. Fiore: Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") is pleased to act as conversion agent _____________ Synergy Financial Group, Inc. – 07016 Dear Mr. Fiore: Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") is pleased to act as conversion agent to Synergy Bank (the "Bank"), Synergy, MHC (the AMHC@) and Synergy Financial Group, Inc. (ASynergy Financial,@ and together with the Bank and the MHC, the ACompany@) in connection with the proposed conversion and reorganization of the Company from mutual holding company to full _____________ Synergy Financial Group, Inc. – validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Company by reason of any error of {PAGE} Synergy MHC Synergy Financial Group, Inc. Synergy Bank July 28, 2003 Page 3 judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with _____________ Synergy Financial Group, Inc. – New Jersey 07016 Attention: Mr. John S. Fiore If to us: Sandler O'Neill & Partners, L.P. 919 Third Avenue, 6th Floor New York, New York 10022 {PAGE} Synergy MHC Synergy Financial Group, Inc. Synergy Bank July 28, 2003 Page 4 Attention: Mr. Thomas P. Duke The Agreement and appendix hereto constitute the entire Agreement between the parties with respect to the subject _____________ Synergy Financial Group, Inc. – Neill & Partners Corp., the sole general partner By: /s/Thomas P. Duke ----------------- Thomas P. Duke Vice President Accepted and agreed to as of the date first above written: Synergy MHC Synergy Financial Group, Inc. Synergy Bank By: /s/John S. Fiore -------------------- John S. Fiore President and Chief Executive Officer {PAGE} APPENDIX A ---------- OUTLINE OF CONVERSION AGENT SERVICES ------------------------------------ I. Consolidation of Accounts 1. Consolidate _____________ dt 1319847 ; Sandler O'Neill & Partners, L.P.;	Synergy Financial Group Inc /nj/
Preview Full Doc	2003	Letter Agreement Letter Agreement (17K) Doc #160646: Click preview link for longer preview. Microsoft Corporation October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corporation One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent Callinicos Corporate Vice President and Treasurer Ladies and Gentlemen: Pursuant to our recent discussions, we are pleased to confirm the arrangements under which J.P. Morgan Securities Inc. (JPMorgan) is exclusively engaged by Microsoft Corporation (collectively with its subsidiaries and affiliates, the Company) to act (a) as its financial advisor in connection with its structuring, analysis and consideration of various alternative potential Transactions (as defined in Section 3 below) to be undertaken by the Company and (b) as the counterparty in connection with any Transaction during the term of this agreement. Section 1. Financial Advisory and Other Services. During the term of this agreement we will: (a) together with the Companys legal counsel and tax and accounting advisors, assist the Company in structuring, identifying and evaluating the relative merits and feasibility of one or more potential Transactions; and (b) act as the exclusive counterparty in connection with the program (the Stock Option Transfer Program) contemplated by the Program Agreement dated as of October 9, 2003 between the Company and JPMorgan Chase Bank (the Program Agreement). The Company and JPMorgan agree that the Standard Terms and Conditions attached hereto form an integral part of this agreement and are hereby incorporated herein by reference in their entirety. Section 2. Compensation. The fees payable by the Company to JPMorgan for the financial advisory services described in Section 1(a) shall be as follows: (a) upon distribution (whether by email or otherwise) by the Company to its employees of a disclosure document describing the terms and conditions of a Transaction to be entered into between the Company and JPMorgan, an engagement fee of $6,000,000 shall be payable to JPMorgan by the Company for the financial advisory services described in Section 1(a) above (it being understood and agreed that such fee shall be fully earned when paid and shall be non-refundable (whether or not any Transaction is consummated)); (b) upon consummation of a Transaction between the Company and JPMorgan during the term of this agreement, if more than 50% of the employee stock options eligible for sale or transfer pursuant to the terms and conditions of the Transaction are sold or transferred by employees of the Company, an execution fee of $4,000,000 (in addition to the engagement fee described in Section 2(a) above) shall be payable to JPMorgan by the Company for the financial advisory services described in Section 1(a) above (it being understood and agreed that such fee shall be fully earned when paid and shall be non-refundable); and 160646	Microsoft Microsoft Corp. As referenced in this Letter Agreement: Microsoft Corp – Engagement Letter dated October 9, 2003 EX-99.(D)(2) 20 dex99d2.htm ENGAGEMENT LETTER DATED OCTOBER 9, 2003 Exhibit (d)(2) Microsoft Corp oration October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corporation One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent _____________ Microsoft Corp – dex99d2.htm ENGAGEMENT LETTER DATED OCTOBER 9, 2003 Exhibit (d)(2) Microsoft Corporation October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corp oration One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent Callinicos Corporate Vice President and Treasurer Ladies and Gentlemen: Pursuant to our _____________ Microsoft Corp – to our recent discussions, we are pleased to confirm the arrangements under which J.P. Morgan Securities Inc. (JPMorgan) is exclusively engaged by Microsoft Corp oration (collectively with its subsidiaries and affiliates, the Company) to act (a) as its financial advisor in connection with its structuring, analysis and _____________ Microsoft Corp – a) above (it being understood and agreed that such fee shall be fully earned when paid and shall be non-refundable); and 1 Microsoft Corp oration October 9, 2003 (c) upon consummation of a Transaction between the Company and JPMorgan, if more than 75% of the employee stock _____________ Microsoft Corp – 4 hereof and Sections 2 and 4 of the Standard Terms and Conditions shall survive any termination or expiration of this agreement. 2 Microsoft Corp oration October 9, 2003 If the terms of our engagement as set forth in this agreement (including the attached Standard Terms and Conditions) _____________ dt 116543 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Letter Agreement: J.P. Morgan Securities – Callinicos Corporate Vice President and Treasurer Ladies and Gentlemen: Pursuant to our recent discussions, we are pleased to confirm the arrangements under which J.P. Morgan Securities Inc. (JPMorgan) is exclusively engaged by Microsoft Corporation (collectively with its subsidiaries and affiliates, the Company) to act (a) as its financial advisor _____________ J.P. MORGAN SECURITIES – of this letter and return it to the undersigned. We look forward to working with the Company on this assignment. Very truly yours, J.P. MORGAN SECURITIES INC. By: /s/ PETER E. ENGEL Name: Peter E. Engel Title: Managing Director Microsoft Corporation October 9, 2003 Accepted and Agreed As Of _____________ dt 98058 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Letter Agreement: JPMorgan Chase – contemplated by the Program Agreement dated as of October 9, 2003 between the Company and JPMorgan Chase Bank (the Program Agreement). The Company and JPMorgan agree that the Standard Terms and Conditions JPMorgan Chase – such term is defined in the Program Agreement) are transferred to, and paid for by, JPMorgan Chase Bank thereby becoming JPMorgan Options (as such term is defined in the Program Agreement), the dt 45941
Preview Full Doc	2003	Letter Agreement Letter Agreement (18K) Doc #160681: Click preview link for longer preview. (HYBRIDON LETTERHEAD) April 18, 2003 PrimeCorp Finance S.A. 17, avenue George V 75008 Paris-France Attn: Robert Sursock Pillar Investment Limited 4, rue de Cerisoles 75008 Paris-France Attn: Youssef El Zein Gentlemen: This letter sets forth the terms and conditions of the engagement of PrimeCorp Finance S.A. ("PrimeCorp") and Pillar Investment Limited ("Pillar" and together with PrimeCorp, the "Advisors") as non-exclusive financial advisors to Hybridon, Inc. (the "Company") in connection with the arrangement and negotiation of a private placement of the Company's securities outside of the United States (the "Transaction"). The Advisors, in their capacity as financial advisors for the Company, will identify potential non-U.S. investors and, subject to the Company's prior written approval, contact such potential investors on behalf of the Company and provide such other services in connection with the Transaction as the Company may from time to time reasonably request. Neither of the Advisors shall contact or initiate any discussions with any party or prospective investor without first identifying such party or prospective investor to the Company and obtaining the Company's prior written approval to make such contact or initiate such discussions (such parties and prospective investors that are approved by the Company, as well as those listed on Exhibit A hereto which shall be deemed to have been approved by the Company, are referred to herein as the "Approved Investors"). Neither Advisor shall have authority under this letter to bind the Company in any way to any party, and nothing contained in this letter shall require the Company to accept the terms of any proposal or undertake any other action that would result in the receipt by the Advisors of a fee hereunder. 160681	Hybridon Hybridon, Inc. ( Biological Products ) As referenced in this Letter Agreement: (HYBRIDON – EX-10.42 {SEQUENCE}5 {FILENAME}b48000hiexv10w42.txt {DESCRIPTION}EX-10.42 ENGAGEMENT LETTER DATED 4/18/2003 {TEXT} {PAGE} Exhibit 10.42 (HYBRIDON LETTERHEAD) April 18, 2003 PrimeCorp Finance S.A. 17, avenue George V 75008 Paris-France Attn: Robert Sursock Pillar Investment Limited 4, rue _____________ Hybridon, – of PrimeCorp Finance S.A. ("PrimeCorp") and Pillar Investment Limited ("Pillar" and together with PrimeCorp, the "Advisors") as non-exclusive financial advisors to Hybridon, Inc. (the "Company") in connection with the arrangement and negotiation of a private placement of the Company's securities outside of the _____________ HYBRIDON, – is in accordance with your understanding, please confirm acceptance by signing and returning to us the duplicate of this letter attached herewith. Sincerely, HYBRIDON, INC. By: /s/ Stephen R. Seiler ------------------------------ Name: Stephen R. Seiler Title: Chief Executive Officer AGREED AND ACCEPTED AS OF THE DATE SET _____________ dt 205776 ; Hale and Dorr Hale and Dorr LLP ( Legal ) As referenced in this Letter Agreement: Hale and Dorr – employment of counsel reasonably satisfactory to each of the Advisors (the Advisors hereby agree that Hale and Dorr LLP is satisfactory to the Advisors) and the payment of the fees and expenses dt 37128 ;	PrimeCorp Finance S.A.; Pillar Investment Limited
Preview Full Doc	2003	Engagement Letter Engagement Letter (5K) Doc #160870: Click preview link for longer preview. SCHUMACHER ASSOCIATES 309 S. Peck Drive, Beverly Hills, CA 90212 o Phone &F ax 310-201-0800 o info@sass.net July 7, 2003 Gordon Lee American IDC Corp. 11301 Olympic Boulevard Suite 680 Los Angeles, CA 90064 ENGAGEMENT LETTER Dear Mr. Lee: This engagement letter shall serve to set forth the terms upon which Schumacher Associates ("SA") will render to American IDC Corp. ("AIDC") certain management services. On the basis of discussions held between SA and AIDC, SA agrees to manage and to assist in providing the Company, the following: MANAGEMENT SERVICES. SA shall act as AIDC's manager. o SA shall develop and implement plans and programs for the expansion of AIDC's products and services, assist in any corporate structuring, and help improve the corporate image. This will include its matcmaking websites and related businesses, as well as its marketing activities. o TERM. The management relationship shall commence upon the execution of this engagement letter and shall automatically renew annually, unless cancelled by either party with 30 days advance written notification. COMPENSATION. SA will receive the following items of compensation for the services rendered hereunder. The terms of compensation can be altered with the written approval of both parties. o AIDC shall pay SA $8,000.00 (eight thousand) a month retainer that will include payment for his graphic designers and programmers. o AIDC has issued to Robert Schumacher 2,000,000 common shares issued under 144 for the sale of his half of MyCoffeeDate.com, including all intellectual property, website copy, business plans and related property. The sale also included all website domains owned by Schumacher that relate to online dating and contain the component "match", and: o AIDC shall issue an additional 1,000,000 common shares issued under 144 as founders stock. o AIDC shall issue to Robert Schumacher 300,000 common shares under S-8 for work done for AIDC prior to this agreement 160870	Schumacher Associates; Gordon Lee;	American Idc Corp

Page 1 of 31 2 3

Your cart is empty.

Engagement Letters ▼

Subscriptions

Services