Exhibit
10.34
Execution Copy
INVESTMENT ADVISORY SERVICES AGREEMENT
THIS
INVESTMENT ADVISORY SERVICES AGREEMENT (this “
Agreement” )
is made and entered into as of August 17, 2007, by and among
Advanced Communications Technologies, Inc., a Delaware corporation
(the “
Company ”)
and H.I.G. Capital L.L.C., a Delaware limited liability company
(“
H.I.G. ”).
WHEREAS,
on the terms and subject to the conditions contained in this
Agreement, the Company desires to engage H.I.G. to provide
certain financial advisory services and H.I.G. desires to
perform such services for the Company.
NOW,
THEREFORE, in consideration of the premises and the respective
mutual agreements, covenants, representations and warranties
contained in this Agreement, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
1.
Appointment of H.I.G .
On the terms and conditions provided in this Agreement, the Company
appoints H.I.G. and H.I.G. accepts appointment as a financial
advisor to the Company and its subsidiaries, including the business
of any companies hereafter formed or acquired by the Company or any
such subsidiary.
2.
Board of Directors Supervision .
The activities of H.I.G. to be performed under this Agreement will
be subject to the supervision of the Board of Directors of the
Company (the “
Board ”)
to the extent required by applicable law or regulation and subject
to reasonable policies consistent with the terms of this Agreement
adopted by the Board and in effect from time to time.
3.
Authority of H.I.G .
Subject to any limitations imposed by applicable law or regulation,
H.I.G. will render financial advisory services to the Company and
its subsidiaries, which services will include advice and assistance
concerning any acquisitions, dispositions or financing transactions
undertaken by the Company and its subsidiaries, including advising
the Company and its subsidiaries in their relationships with banks
and other financial institutions and with accountants, attorneys,
financial advisers and other professionals with respect to such
transactions. Upon the request of the Board, H.I.G. will make
periodic reports to the Company with respect to the financial
advisory services provided hereunder. H.I.G. will cause its
employees and agents to provide the Company and its subsidiaries
with the benefit of their special knowledge, skill and business
expertise to the extent relevant to the services provided
hereunder.
4.
Reimbursement of Expenses; Independent Contractor
.
All obligations or expenses incurred by H.I.G. in the performance
of its duties under this Agreement will be for the account of, on
behalf of, and at the expense of the Company. H.I.G. will not be
obligated to make any advance to, or for the account of, the
Company or to pay any sums, except out of funds held in accounts
maintained by the Company, nor will H.I.G. be obligated to incur
any liability or obligation for the account of the Company without
assurance that the necessary funds for the discharge of the
liability or obligation will be provided. H.I.G. will be an
independent contractor, and nothing contained in this Agreement
will be deemed or construed (a) to create a partnership or joint
venture between the Company and H.I.G., (b) to cause H.I.G. to be
responsible in any way for the debts, liabilities or obligations of
the Company, any of its subsidiaries or any other party or (c) to
constitute H.I.G. or any of its employees as employees, officers,
or agents of the Company or any of its subsidiaries.
5.
Other Activities of H.I.G.; Investment Opportunities
.
The Company acknowledges and agrees that H.I.G. will not be
required to devote H.I.G.’s (or any of its employees,
officers, directors, affiliates or associates) full time and
business efforts to the duties of H.I.G. specified in this
Agreement, but only so much of such time and efforts as H.I.G.
reasonably deems necessary. The Company further acknowledges and
agrees that H.I.G. and its affiliates are or may be engaged in the
business of investing in, acquiring and/or managing businesses for
H.I.G.’s own account, for the account of H.I.G.’s
affiliates and associates and for the account of other unaffiliated
parties and that no aspect or element of these activities will be
deemed to be engaged in for the benefit of the Company nor to
constitute a conflict of interest. H.I.G. will be required to bring
only those investments and/or business opportunities to the
attention of the Company which H.I.G., in its sole discretion,
deems appropriate.
6.
Compensation of H.I.G .
HIG will be entitled to the fees described below with respect to
the acquisition or disposition of any business operation or
material assets by the Company or its subsidiaries, the sale of the
Company or any of its subsidiaries, or any other transaction not in
the ordinary course of business, including any public or private
debt or equity financing of the Company or its subsidiaries (which
shall include an initial public offering), in each case which has
been introduced, arranged, managed and/or negotiated by HIG or its
affiliates (each, a “
Transaction ”).
In connection with each Transaction, HIG will be entitled to
(a) a fee for investment banking services (the “
Investment Banking Fee ”)
and (b) a supplemental management fee (the “
Supplemental Management Fee ”
and, together with the Investment Banking Fee, the “
Transaction Fee ”).
The Transaction Fee will be paid at the closing or other
consummation of any Transaction. The Investment Banking Fee for a
Transaction will be equal to 1% of the Transaction Value (as
defined below) and the Supplemental Management Fee will also be
equal to 1% of the Transaction Value (as defined below). The
“
Transaction Value ”
for a Transaction shall mean (i) the enterprise value, in
connection with an acquisition or disposition, (ii) the financing
amount, in connection with a debt or equity financing, or (iii) the
benefit value, in connection with any other transaction not in the
ordinary course of business. The Parties agree that the Transaction
Fee for the Transaction pursuant to that certain Purchase
Agreement, dated as of the date hereof, between the Company, ACT-DE
LLC and cert
|
