HCFP/Brenner Securities, LLC
888 Seventh Avenue, 17 Floor
New York, N.Y. 10106
As of February 1, 2007
Juniper Content Corporation
56
W. 45 th Street – Suite 805
New
York, NY 10036
Attention:
Stuart B. Rekant
Chairman and Chief Executive Officer
Re: General Advisory Agreement
Gentlemen:
This letter agreement (the “General Advisory Agreement”
or this “Agreement”) will confirm the arrangements,
terms and conditions pursuant to which HCFP/Brenner Securities, LLC
(“Advisor” or “HCFP”) has been retained to
serve as investment banker and financial advisor to Juniper Content
Corporation (the “Company”) during the Term (as defined
in Section 2 hereof). For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
undersigned hereby agree to the following terms and conditions:
1.
Duties of
Advisor . The
Company retains HCFP as a non-exclusive financial advisor to
provide to the Company when requested by the Company from time to
time, during normal business hours, upon reasonable notice, advice
concerning stockholder relations, including advice regarding the
preparation of reports and other releases, long-term financial
planning, corporate reorganization and expansion, capital
structure, borrowings and other financial assistance. These
services shall be rendered by HCFP without any direct supervision
by the Company and at such time and place and in such manner
(whether by conference, telephone, letter or otherwise) as HCFP may
reasonably determine. HCFP shall make available such time as
it, in its sole and reasonable discretion, shall deem appropriate
for the performance of its obligations under this
Agreement.
2.
Term
. The term of
HCFP’s engagement hereunder shall be for a period of one year
commencing on February 1, 2007 (the “Term”);
provided, however, that the Company may terminate this
Agreement at any time if Mr. Ira Greenspan ceases to be actively
involved in the day-to-day operations of HCFP.
3.
Compensation and Expense
Reimbursement .
(a)
As compensation for the services rendered by HCFP hereunder, the
Company shall pay HCFP a fee of One Hundred Sixty Five Thousand
Dollars ($165,000) representing (i) Twenty Five Thousand Dollars
($25,000) per month for HCFP’s services during the first
three months of the Term and (ii) Ten Thousand Dollars ($10,000)
per month for HCFP’s services during the remainder of the
Term. Upon execution of this Agreement, the Company shall pay
to HCFP Seventy Five Thousand Dollars ($75,000), representing a
non-refundable payment for the first three months fee. The
remaining fee shall be payable on a monthly basis (payable no later
than the fifth calendar day of such month) in an amount equal to
$10,000 per month, commencing on May 1, 2007 and ending on January
1, 2008.
(b)
HCFP shall be promptly reimbursed for all reasonably out-of-pocket
expenses incurred in connection with its engagement hereunder;
provided however, that HCFP shall not incur out-of-pocket expenses
greater than $2,500 in the aggregate without the prior approval of
the Company.
(c)
The fees set forth he
