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: Merger and Acquisition Advisory Agreement
Gentlemen:
This letter agreement (the “Merger and Acquisition Advisory
Agreement” or “M&A Agreement”) will confirm
the arrangements, terms and conditions pursuant to which
HCFP/Brenner Securities, LLC (“Advisor” or
“HCFP”) has been retained to serve as the non-exclusive
financial advisor to Juniper Content Corporation (the
“Company”) in connection with proposed Transactions (as
defined in Paragraph 3 below) during the Term (as defined in
Paragraph 2 below). 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 its
non-exclusive merger and acquisition advisor with respect to
proposed Transactions pursuant to which HCFP will (i) perform a
financial analysis of any entity targeted by the Company in a
proposed Transaction (a "Target"); (ii) counsel the Company as to
strategy and tactics for negotiating with the Target and, if
requested by the Company, participate in negotiations with the
Target with respect to, among other things, the definitive
agreement with Target with respect to the Transaction
(“Transaction Agreement”); and (iii) assist and advise
the Company with respect to the pricing, financing, form and
structure of any Transaction, all when requested by the Company
from time to time, during normal business hours and upon reasonable
notice. 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
M&A Agreement.
2.
Term . The term of HCFP’s engagement hereunder
shall be for a period of one year (or such longer period as may be
agreed to by the parties in writing from time to time) commencing
on February 1, 2007 (the “Term”). The "Residual
Period" shall extend for twelve months after the date of the
expiration of the Term. Notwithstanding anything to the
contrary contained herein, (i) the Term shall end prior to January
31, 2008 if and on such date that Mr. Ira Greenspan ceases to be
actively involved in the day-to-day operations of HCFP
(“Early Termination Date”); (ii) there shall be no
“residual Period” in the event of such earlier
termination, except with respect to any and all Transactions for
which the Company has executed a Transaction Agreement prior to the
Early Termination Date; and (iii) the provisions concerning
confidentiality, indemnification and the Company's obligations to
pay fees and reimburse expenses contained herein and in the
Indemnification Provisions (as hereinafter defined) shall survive
the expiration of this Agreement.
3.
Definitions . For the purposes of this M&A
Agreement:
(a)
The "Company" shall mean the Company and, where appropriate, its
affiliates, and any entity formed by the Company for purposes of
effecting a Transaction.
(b)
"Transactions" means any transaction, transactions or series of
related transactions which results, directly or indirectly, in the
transfer to the Company of control of, or a material interest in
another entity, or the merger of the Company with another entity,
or Transaction shall mean any transaction or series of related
transactions which result in obtaining a strategic partner for the
Company, the strategic merger or combination of the Company, or
sale of substantially all of the assets or stock of the Company;
provided, however, that Transactions shall include only
those transactions on which the Company seeks Advisor’s
assistance.
(c)
The "Transaction Date" means the date of the closing of a
Transaction.
(d)
"Consideration" means the aggregate value, whether in cash,
securities or other property, paid or payable directly or
indirectly (in escrow or otherwise) in connection with a
Transaction, including the amount of indebtedness for borrowed
money assumed by the Company. If any part of the
Consideration payable in a Transaction are contingent payments to
be calculated by reference to uncertain future occurrences, such as
future financial or business performance, then any fees of HCFP
relating to such consideration shall be payable to HCFP upon the
payment of such Consideration.
4.
Compensation and Expense Reimbursement . As
compensation for the services rendered by HCFP hereunder, the
Company shall pay to HCFP the following:
(a)
Upon execution of this M&A Agreement, the Company shall pay to
HCFP a non-refundable payment of Seventy Five Thousand Dollars
($75,000) (the "Non-Refundable Fee"). Up to 50% of the
Non-Refundable Fee (the “Potentially Deductible Fee”)
may be deducted from the Transaction Fees (defined below) payable
to HCFP pursuant to paragraph 4(b) below, at the rate of Twelve
Thousand Five Hundred Dollars ($12,500) per each of the first three
Transactions consummated. The balance of the Non-Refundable
Fee and, in the event that less than three Transactions for which
Transaction Fees are payable to HCFP hereunder are consummated,
that portion of the Potentially Deductible Fee that is not deducted
from Transaction Fees in accordance with the foregoing, will be
kept by HCFP to compensate it for its time and effort in providing
services hereunder.
(b)
For each Transaction that is consummated: (i) during the Term; or
(ii) during the Residual Period, then the Company shall p
