Exhibit 10.19
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into on the 6th day of June 2008, by
and between Ridgefield Acquisition Corp., a Nevada corporation, having an
address at 100 Mill Plain Road, Danbury, Connecticut 06811 (hereinafter referred
to as the "Company"), and Catalyst Financial LLC, a New York limited liability
company, having an address at 100 Mill Plain Road, Danbury, Connecticut 06811
(hereinafter referred to as the "Consultant").
RECITALS
WHEREAS, the Company is a publicly traded company engaged in seeking out
and identifying prospective target companies for mergers, acquisitions, business
combinations, and similar transactions, and if investigation warrants, to
negotiate and complete such a transaction with the target company; and
WHEREAS, the Consultant is an investment banking firm and licensed broker
dealer. The Company desires to engage the Consultant to identify prospective
target companies for mergers, acquisitions, business combinations, or similar
transactions, and to advise the Company in connection with the negotiations and
financial structure of such transactions.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Term. This Agreement shall commence on June 6, 2008 and shall terminate
on January 31, 2010 (the "Term").
2. Consulting Services. During the Term of this Agreement, the Consultant
shall provide consulting services to the Company relating to the management and
administration of the Company's business affairs and in connection with the
Company=s acquisition strategy, the Consultant shall assist in identifying and
investigating prospective target companies for mergers, acquisitions, business
combinations and similar transactions, and, if investigation warrants, advising
the Company concerning the negotiation of terms and the financial structure of
such transactions. The services to be provided by the Consultant to the Company,
pursuant to this Agreement, include but are not limited to, (i) management
consulting services; (ii) administrative services; (iii) assisting in the
preparation of a document concerning the Company which can be presented to
prospective target companies, (iv) identifying and investigating companies which
may be acquisition candidates for the Company, (v) meeting with prospective
target companies on behalf of the Company, (vi) analyzing and evaluating
prospective target companies, and (vii) advising the Company as to how to
structure and finance transactions.
3. Fee for Services.
A. Monthly Fee. In consideration for the consulting services rendered
and to be rendered by the Consultant, the Company shall pay a monthly fee to
Consultant in the amount of $5,000.00 per month commencing on June 6, 2008 and
continuing on the first day of each successive month thereafter until January 1,
2010.
B. Common Stock Grant. In consideration for the consulting services
rendered and to be rendered by the Consultant, the Company shall issue to
consultant 120,000 shares of the Company's common stock, $.01 par value (the
"Shares"). The Shares shall be issued and valued at the closing price the
Company's common stock as of June 3, 2008. The Shares issued to Consultant shall
vest at a rate of 6,000 shares per month commencing on June 30, 2008 and an
additional 6,000 shares shall vest on the last day of each successive month
thereafter until January 31, 2010. The Shares are restricted securities as that
term is described in the Securities Act of 1933 (the "Act") and are issued by
the Company in reliance of Section 4(2) of the Act.
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4. Expenses. The Company shall reimburse the Consultant for its
out-of-pocket expenses in connection with the services to be performed
hereunder; provided however, that expenses are approved in writing by the
Company.
5. Representations of the Company. The Company hereby represents and
warrants that any and all information supplied hereunder to the Consultant in
connection with any and all services to be performed hereunder by the Consultant
for and on behalf of the Company shall be, to the best of the Company=s
knowledge, true, complete and correct as of the date of such dissemination and
shall not fail to state a material fact necessary to make any of such
information not misleading. The Company hereby acknowledges that the ability of
the Consultant to adequately provide services as described herein is dependent
upon the prompt dissemination of accurate, correct and complete information to
the Consultant. The Company further represents and warrants hereunder that this
Agreement has been, or will be, duly and validly authorized by all requisite
corporate action; that the Company has the full right, power and capacity to
execute, deliver and perform its obligations hereunder; and that this Agreement,
upon execution and delivery of the same by the Company, will represent the valid
and binding obligation of the Company and shall be enforceable by the Consultant
in accordance with its terms. The representations and warranties set forth
herein shall survive the termination of this Agreement.
6. Indemnification.
(a) the Company hereby agrees to indemnify, defend and hold harmless the
Consultant, its officers, directors, principals, employees, partners,
consultants, affiliates, and shareholders, and their successors and assigns from
and against any and all claims, damages, losses, liability, deficiencies,
actions, suits or proceedings (collectively the "Losses") arising out of or
resulting from: (i) any breach of a representation, or warranty by the Company
contained in this Agreement; or (ii) any activities or services performed
hereunder by the Consultant, unless such Losses were the result of the
intentional misconduct or gross negligence of the Consultant or were the result
of any information supplied by the Consultant; or (iii) any and all costs and
expenses (including reasonable attorneys' fees) related to the foregoing, and as
more fully described below. The Consultant hereby agrees to indemnify, defend
and hold harmless the Company, and its officers, directors and shareholders, and
their successors and assigns from and against any and all Losses arising out of
or resulting from (i) the intentional misconduct or gross negligence of the
Consultant, unless such Losses were the result of any information supplied by
the Company; or (ii) any and all costs and expenses (including reasonable
attorneys' fees) related to the foregoing, and as more fully described below.
(b) If the Consultant or the Company (in each case, the "Indemnified
Party") receives written notice of the commencement of any legal action, suit or
proceeding with respect to which the Company or the Consultant (in each case,
the "Indemnifying Party") is or may be obligated to provide indemnification
pursuant to this Section 6, the Indemnified party shall, within thirty (30) days
of the receipt of such written notice, give the Indemnifying Party written
notice thereof (a "Claim Notice"). Failure to give such Claim Notice within such
thirty (30) day period shall not constitute a waiver by the Indemnified Party of
its right to indemnity hereunder with respect to such action, suit or proceeding
if the Indemnifying Party is not materially adversely affected by such delay.
Upon receipt by the Indemnifying Party of a Claim Notice from the Indemnified
Party with respect to any claim for indemnification which is based upon a claim
made by a third party ("Third Party Claim"), the Indemnified Party may assume
the defense of the Third Party Claim with counsel of its own choosing, as
described below. The Indemnifying Party and the Indemnified party shall
cooperate with each other in the defense of the Third Party Claim and shall
furnish such records, information and testimony and attend all such conferences,
discovery proceedings, hearings, trial and appeals as may be reasonably required
in connection therewith. The Indemnified Party shall have the right to employ
its own counsel in any such action, but the fees and expenses of such counsel
shall be at the expense of the Indemnifying Party unless the Indemnifying Party
shall not have promptly employed counsel to assume the defense of the Third
Party Claim, in which event such fees and expenses shall be borne solely by
Indemnifying Party. The Indemnifying Party shall not satisfy or settle any Third
Party Claim for which indemnification has been sought and is available
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hereunder, without the prior written consent of the Indemnified Party unless
such claim can be settled entirely for cash and the Indemnified Party shall be
given a full release from all parties in connection therewith. If the
Indemnifying Party shall fail with reasonable promptness either to defend such
Third Party Claim or to satisfy or settle the same, the Indemnified Party may
defend, satisfy or settle the Third Party Claim at the expense of the
Indemnifying Party and the Indemnifying Party shall pay to the Indemnified Party
the amount of any such Loss within ten (10) days after written demand therefore.
The indemnification provisions hereunder shall survive the termination of this
Agreement.
7. Confidentiality. The Consultant agrees that all non-public information
pertaining to the prior, current or contemplated business of the Company are
valuable and confidential assets of the Company. Such information shall include,
without limitation, information relating to customer lists, bidding procedures,
intellectual property, patents, trademarks, trade secrets, financing techniques
and sources and such financial statements of the Company as are not available to
the public. The Consultant, its officers, directors, employees, agents and
shareholders shall hold all such information in trust and confidence for the
Company and shall not use or disclose any such information for other than the
benefit of the Company's business and shall be liable for damages incurred by
the Company as a result of the use or disclosure of such information by the
Consultant, its officers, directors, employees, agents or shareholders for any
purpose other than the benefit of the Company's business, either during the term
of the attached Agreement or after the termination or expiration thereof, except
(i) where such information is publicly available or later becomes publicly
available other than through a breach of this Agreement, or (ii) where such
information is subsequently lawfully obtained by the Consultant from a third
party or parties who are not under an obligation of confidentiality to the
Company, or (iii) if such information is known to the Consultant prior to the
execution of this Agreement, or (iv) as may be required by law. These
confidentiality obligations shall service termination of this Agreement.
8. Independent Contractor. It is expressly understood and agreed that the
Consultant shall, at all times, act as an independent contractor with respect to
the Company and not as an employee or agent of the Company, and nothing
contained in this Agreement shall be construed to create a joint venture,
partnership, association or other affiliation, or like relationship, between the
parties. It is specifically agreed that the relationship is and shall remain
that of independent parties to a contractual relationship and that the
Consultant shall have no right to bind the Company in any manner. In no event
shall either party be liable for the debts or obligations of the other except as
otherwise specifically provided in this Agreement.
9. Amendment. No modification, waiver, amendment, discharge or change of
this Agreement shall be valid unless the same is evidence by a written
instrument, executed by the party against which such modification, waiver,
amendment, discharge or change is sought.
10. Notices. All notices, demands or other communications given hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person or transmitted by facsimile transmission or on the third calendar day
after being mailed by the United States registered or certified mail, return
receipt requested, postage prepaid, to the addresses herein above first
mentioned or to such other address as any party hereto shall designate to the
other for such purpose in the manner hereinafter set forth.
11. Severability. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, not will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that nay one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
12. Construction and Enforcement. This Agreement shall be construed in
accordance with the laws of the State of Delaware, without application of the
principles of conflicts of laws.
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13. Binding Nature. The terms and provision of this Agreement shall be
binding upon and inure to the benefit of the parties, and their respective
successors and assigns.
14. Counterparts. This Agreement may be executed in any number of
counterparts, including facsimile signatures, which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
15. Entire Agreement. This Agreement contains all of the understanding and
agreements of the parties with respect to the subject matter discussed herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
RIDGEFIELD ACQUISITION CORP. CATALYST FINANCIAL, LLC
By: /s/ Leonard Hagan By: /s/ Steven N. Bronson
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Leonard Hagan, Director Date Steven N. Bronson, President Date
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