Exhibit 10.11
[LOGO OF THE MILLER GROUP]
CONSULTING AGREEMENT
This Agreement is effective on February 14, 2008 (the "Effective
Date") between
Global Entertainment
Corporation
(collectively
with its subsidiaries and
affiliates, the
"Company") and Miller Capital Corporation ("MCC"), pursuant to
which MCC will furnish to the Company certain services as set forth
herein.
1. MCC SERVICES.
MCC will perform
the following services for the Company pursuant to this
Agreement:
A.
Financial
consultation
with
respect to the Company's funding
requirements and projected associated costs; and
B.
Advice and
consultation
with respect to financial structure and
markets,
including
(without
limitation)
advising the
Company
regarding, and assisting with the arrangement and structure of
private
and public placements of equity and debt financings; and
C.
Advice and
consultation with respect to potential merger, acquisition,
joint venture, divestiture and other transactions; and
D.
Investor
relations services; and
E.
Preparation
of various reports including such reports as; due
diligence review,
business operations and financial plan,
business
strategy and analysis,
financial markets review, business valuation
analysis, fairness
opinion, board and executive compensation plan and
analysis and
other reports undertaken during the term of this
Agreement that are
mutually agreed to with respect to content and
scope (each
such report referred to hereinafter as a "Report
Assignment").
It is expressly
acknowledged and
agreed by the parties
hereto that MCC is not
registered with the Securities and Exchange Commission (SEC) as a
broker/dealer
or a member of the
Financial Industry
Regulatory
Authority (FINRA). Miller
Capital Markets, LLC, an affiliate of MCC, is a registered
broker/dealer and
it
is expressly
contemplated that any
and all services of the type required under
applicable laws and
regulations
to be provided by a
registered
broker/dealer
would be provided to the Company by Miller Capital Markets, LLC pursuant to a
separate engagement agreement negotiated and entered into by such
parties.
It is expressly
acknowledged
and agreed by the
parties hereto that MCC and
employees and
affiliates
of MCC are independent contractors and are not
employees or officers of the Company.
2. CERTAIN RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
In connection
with MCC's
engagement,
the Company
will furnish MCC with all
information concerning the Company that MCC reasonably requests and
will provide
MCC with access to the Company's officers, directors and controlling
<PAGE>
Mr. Richard Kozuback
Global Entertainment Corporation
December 14, 2007
Page 2
shareholders. MCC will
have access to the Company's legal and accounting
professionals and,
with prior approval
from the Company,
may utilize its
own
outside legal counsel and accounting professionals at the Company's
expense. The
Company represents
and warrants to MCC
that: (a) all such
information 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 made, in light of the circumstances
under which they were made, not misleading; and (b) any projected financial
information or other
forward-looking
information which the Company provides to
MCC (including without
limitation any
information
compiled by MCC
therefrom)
will be made by the Company in good faith, based on management's best
estimates
then available and based on facts and assumptions which the Company believes to
be reasonable. The Company recognizes the necessity of promptly
notifying MCC of
all material developments concerning the Company, its business and
prospects and
to supply MCC with all such information as may be necessary for MCC to comply
with its own internal procedures as well as any legal or regulatory
requirements. The
Company acknowledges and agrees that MCC will be using
and
relying upon all
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 MCC of the Company or its business or assets.
3. CONFIDENTIALITY.
Information provided
by the Company to MCC in connection with this Agreement
that is identified by the Company as confidential will be kept confidential and
will only be used by MCC for purposes of its engagement hereunder, except for
information that (i)
was in MCC's
possession prior to
its disclosure
by the
Company, (ii) is
publicly disclosed other than by MCC in violation of this
Agreement, (iii) is obtained by MCC from a person other than the
Company who, to
the knowledge of MCC, is not under a confidentiality obligation to the Company,
(iv) the Company
agrees may be
disclosed, or (v) is
required to be
disclosed
under compulsion of law (whether by interrogatory, subpoena, civil
investigative
demand or otherwise), by order or act of any court or governmental
or regulatory
authority or body or by MCC's independent auditors or accountants.
MCC may also
disclose such
information to those
of its own and its
affiliates'
respective
officers, directors,
employees, auditors
and professional advisors who need to
know such information for purposes of performing the services
described in this
Agreement.
4. COMPENSATION AND FEES.
For services rendered
under this
Agreement,
MCC shall receive the following
compensation and fees:
A.
As compensation
for the services set forth in section 1.A. through 1.D
above, the Company shall pay MCC a monthly service fee of $15,000
each
month throughout the term of this Agreement, the first monthly
payment
of which is due on the 20th of March, 2008 and continuing on the
same
day each month thereafter.
B.
The Company will
pay MCC a fee with respect to substantive updates of
any previously
issued Report, as well as other Report
Assignments
undertaken thereafter pursuant to Section 1.E. of this Agreement.
The
Company and MCC will negotiate in good faith appropriate
compensation
for MCC, which will take into account, among other things, the custom
and practice
among consultants and advisors providing similar
services. Payment for
each Report Assignment shall be due and payable
on the date such report is presented to the Company.
C.
With
respect to any other payments for services provided to the
Company by
MCC not otherwise
covered under A and B above, the Company
and MCC will negotiate in good faith appropriate compensation for
MCC,
which will take into
account, among other things, the custom and
practice among consultants and advisors providing similar
services.
D.
Out-of-pocket
expenses incurred by MCC in connection with the services
performed hereunder
will be payable by the Company upon submission by
MCC of monthly invoices delineating such expense, provided that any
<PAGE>
Mr. Richard Kozuback
Global Entertainment Corporation
December 14, 2007
Page 3
expense over
$1,000 must be approved by the Company in advance.
Reimbursable travel
expenses hereunder shall include first-class air
travel for the Chairman, CEO and President of MCC and coach air
travel
for all other MCC
travel. All
amounts billed shall be paid within
fifteen (15) days following the date invoiced by MCC.
E.
All amounts
payable under this Agreement are nonrefundable, shall be
paid when due and shall be paid in immediately available funds in
U.S.
dollars, without
setoff and without
deduction for any
withholding,
value-added or other similar taxes, charges or fees.
5. RESTRICTED STOCK.
Effective on February
14, 2008, MCC will receive a restricted stock grant
consisting of 6,000
shares of the Company's common stock, which will be fully
vest on the first
anniversary of the date of grant and shall contain such other
terms and conditions
(including, without
limitation,
registration rights
and
accelerated vesting
provisions) as shall
generally be applicable to restricted
stock grants made to members of the Company's Board of Directors
pursuant to the
Company's equity compensation plans.
6. COMPANY COVENANT RE MCC EMPLOYEES.
The Company recognizes
that client service
officers and other employees of MCC
are necessary
for the continued servicing by MCC of its several clients.
Accordingly, the
Company will not, during the term of this Agreement, and for a
period twenty-four
(24) month period after its termination, employ any client
service officer, account executive or other employee of MCC in any
capacity.
7. ASSIGNMENT.
The benefits of this
Agreement shall inure
to the respective
successors
and
permitted assigns of
