Exhibit 10.10
[LETTERHEAD OF GLOBAL EQUITY PARTNERS PLC.]
1. PARTIES TO THE AGREEMENT
GLOBAL EQUITY PARTNERS PLC. ("GEP") domiciled in 306 Victoria House,
Victoria, Mahe, Republic of Seychelles and 1 Berkeley Street, London W1J 8DJ,
United Kingdom.
CDP SECURITY GROUP LIMITED ("the Company" / " Direct CCTV") domiciled in
the United Kingdom, Victory Way, Admirals Park, Crossways Business Park,
Dartford, Kent DA2 6QD .
2. APPOINTMENT AND SERVICES RENDERED.
GEP will act as corporate finance adviser to the Company in connection with
the objectives of this engagement. As such, GEP will use all reasonable
endeavors to provide the following advice, assistance and services:
* An in depth review of the Company's internal due diligence package
provide by the client.
* Preparation of the initial plan of action and road map based on the
due diligence review.
* Review and discussion of the Company's business plan.
* Review of the three year financial projections created by the Company.
* Preparation of an appropriate corporate restructuring plan, if
required.
* GEP shall use reasonable efforts through its marketing and public
relations contacts to support and market the Company including:
(i) Where appropriate, arrange meetings and assist in presentations.
(ii) Assist the Company, the Directors and their advisors in
negotiating definitive documentation.
(iii)Take such other actions as are reasonably necessary to give
effect to the foregoing.
* Sourcing of legal counsel, accountants, tax advisors to assist
management with corporate compliance.
* Assist with the preparation of the "Private Placement Memorandum"
documents.
* Assist the Company with introductions to funding sources.
* Assist legal counsel with the drafting of the public listing
documents.
* Assist the Company with the preparation of the financial statements
and footnotes for previous two fiscal years.
* Assist with the audit of the company's financial statements and
footnotes.
* Liaise with the tax advisors regarding the Tax disclosures and Tax
provision calculations.
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The Company will give GEP reasonable and prompt co-operation and assistance
to support GEP in the provision of its services hereunder and keep GEP informed
of all developments relevant to the objectives of this engagement ("the
Services").
The Company agrees not to appoint and not to instruct any other person on
its behalf to appoint any other person as arranger/ advisor for such purpose at
any time during the Engagement Period without GEP's specific consent, such
consent not to be unreasonably withheld. Further, during the Engagement Period
the Company itself shall ensure that no other person on its behalf instructs any
other agents, intermediaries or advisors in relation to the specific above
stated objectives of this engagement without GEP's prior written approval.
The Company shall promptly inform GEP of all information, inquiries and
proposals it has received before or receives at any time during the engagement
period with respect to the specific objectives of this engagement.
GEP shall inform the Company on a regular basis of any information that may
come to its attention regarding the objectives of this engagement during the
engagement period.
The Company acknowledges that this engagement letter does not constitute
any understanding or commitment whatsoever by GEP, or any of its respective
affiliates, to participate financially in any way in the objectives of this
engagement.
At the Company's option, GEP agrees to introduce to the Company
professional advisers to include but not be limited to reporting accountants,
auditors, lawyers and registrars, it being understood that all fees in
connection with such professional advice will be borne by the Company.
Finally, at the Company's option, GEP agrees to provide assistance in the
marketing of the Company's product, any such assistance to be governed by a
separate agreement.
3. FEES AND EXPENSES
In consideration of GEP providing the Services, the Company will pay GEP
the following fees, together with any applicable taxes thereon:
(a) $60,000 upon signing the agreement.
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(b) $60,000 upon finalization of due diligence and documentation no sooner
than three months from the date of signing
(c) $120,000 upon completion of the contracted work.
If the objectives of this engagement are to list on a PUBLIC EXCHANGE,
then the following fees will also be due to GEP:
* 10% of the Company's issued share capital whilst the company is still
private.
In addition, DIRECT CCTV will pay the relevant fees due as they become due to
the accountants and auditors.
In addition, the Company shall reimburse GEP on demand for all
out-of-pocket expenses incurred by GEP in providing the Services, including but
not limited to travel, accommodation and professional advisors fees, subject to
the presentation of invoices to the Company, together with any taxes thereon.
All such expenses in excess of (euro)1,000 (One Thousand Euros) will be subject
to the prior written consent of the Company, such consent not to be unreasonably
withheld. A representative will travel to the USA no more than twice during the
course of the contract on behalf of DIRECT CCTV. Each trip is expected to cost
$5000. That cost is to be reimbursed by the company.
In the event that GEP provides the Services hereunder and such
objectives of this engagement thereafter do not proceed owing to a material or
adverse change in the structure of the Company or to any failure on the part of
the Company to close on such Acquisition, the Company shall be required to pay
to GEP a cancellation fee of $50,000 (Fifty Thousand Dollars).
All fees shall be paid in USD$ or an alternative currency using the days
prevailing interbank exchange rate. All out of pocket expenses to be reimbursed
to GEP shall be reimbursed in the currency in which they were incurred.
4. ENGAGEMENT PERIOD AND TERMINATION
GEP's engagement hereunder shall become effective on the date the Company
executes and delivers this engagement letter to GEP and shall remain in effect
until termination in accordance with the following provisions:
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* TERMINATION OF THIS AGREEMENT SHALL OCCUR ON THE FOLLOWING
EVENTS/CIRCUMSTANCES: On the date 90 (ninety) days following execution
by the parties of the present agreement, provided at least 30 (thirty)
days prior to such date, at least one of the parties has served notice
in writing on the other that it wishes the engagement to terminate on
such date. Where no such notice is served by either party as
aforesaid, the engagement shall remain in effect for another 90 days
from such date, under the same terms and conditions as set out in this
engagement letter;
* GEP SHALL BE ENTITLED TO TERMINATE: In the event there has been a
material breach of the terms of the engagement letter by the Company;
otherwise, subject to the minimum term established in this contract,
at any time as GEP so wishes on giving 30 (thirty) days written notice
to the Company.
* THE COMPANY SHALL BE ENTITLED TO TERMINATE: In the event there has
been a material breach of the terms of the engagement letter by the
Company; otherwise, subject to the minimum term established in this
contract, and to giving 30 (thirty) days written notice to GEP, in the
event that the Company in its discretion no longer wishes to proceed
with the objectives of this engagement / contract, in which event the
cancellation fee specified in this contract hereof will become
immediately payable.
At any time but without prejudice to the foregoing as specifically
agreed between the parties in writing.
Upon termination of this engagement letter, neither party shall have
any continuing liability or obligation to the other.
5. INFORMATION AND CO-OPERATION
In connection with GEP's engagement hereunder, the Company shall provide
GEP with such information and documents as GEP may consider necessary or
desirable in order to enable it to provide the Services and to carry out its
duties and responsibilities hereunder. In particular, and without prejudice to
the generality of the foregoing, the Company will promptly furnish GEP with such
information as GEP may request in order to permit GEP to assist the Company in
preparing any material required for the Acquisition (collectively, the
"Acquisition Documents").
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The Company will be solely responsible for the contents of any Acquisition
Documents and the Company represents and warrants to GEP that the Acquisition
Documents will, as of the date of any marketing, distribution of the Acquisition
Documents or completion, or preparation of the Acquisition, be true and accurate
in all material respects, not omit any material fact and not be misleading in
any respect and, with respect to any financial projections, the Company
represents that they have been, or will be, prepared in good faith on the basis
of reasonable assumptions. The Company agrees to advise GEP promptly of the
occurrence of any event or any other change known to the Company which results
in any of the Acquisition Documents containing any untrue statement of a
material fact or omitting to state a material fact the omission of which would
render any statements contained therein, in light of the circumstances under
which they were made, misleading and in such event the Company shall provide
corrective information to GEP suitable for inclusion in a supplemental
information statement. For purposes of this paragraph notification by the
Company must be made directly to GEP and GEP shall not be deemed notified solely
as a result of action, notice or the constructive knowledge of any of its
Related Parties.
The Company acknowledges that GEP (i) will use and rely upon the
information provided by the Company or on its behalf which will comprise the
Acquisition Documents absolutely and without GEP itself independently verifying
any of the same, (ii) does not itself assume any responsibility for the accuracy
of completeness of the Acquisition Documents.
The Company hereby authorizes GEP to provide the Acquisition Documents on
its behalf to those concerned with the Acquisition. GEP shall each have the
right to review and be required to approve all Acquisition Documents and every
form of letter, circular, notice, memorandum or other written communication from
the Company or any person acting on its behalf in connection with the
Acquisition and the persons to whom any of the foregoing are to be directed,
such approval not to be unreasonably withheld.
The Company shall at all times use its efforts to assist GEP in providing
the Services and in carrying out its duties, functions and responsibilities
hereunder and shall co-operate and use all reasonable efforts to assist GEP in
complying with the applicable laws of any jurisdiction in which GEP operating.
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Confidentiality
GEP acknowledges that, in performing its duties from time to time
hereunder, it shall receive from the Company certain information relating to the
Company, the Acquisition and otherwise to the transactions contemplated by this
engagement letter.
For purposes of this paragraph, all such information, except for
information which
(i) Is comprised in Acquisition Documents as approved by the Company.
(ii) GEP is otherwise authorized by the Company to disclose to third
parties otherwise than on a confidential basis.
(iii)Is or becomes generally available to the public other than as a
result of a disclosure by GEP where such disclosure is not permitted.
(iv) Is or becomes available to GEP on a non-confidential basis from a
person or entity other than the Company, is hereinafter referred to as
"Confidential Information".
GEP shall keep the Confidential Information confidential and not without
the Company's prior consent, except as required by law, legal process, or
regulatory authority:
(i) disclose or reveal any Confidential Information to any person, firm or
entity other than those employees, agents or advisors of GEP who are
actively and directly participating in the transactions contemplated
by this engagement letter or who otherwise need to know the
Confidential Information for the purpose of evaluating, structuring or
reviewing any portion of the objectives of this engagement or GEP's
role with respect thereto.
(ii) Use Confidential Information for any purpose other than in connection
with the transactions contemplated by this engagement letter.
If GEP's engagement is terminated at any time, GEP shall continue to
maintain the Confidential Information in confidence in accordance with the terms
of this engagement letter and, upon the written request of the Company, such
Confidential Information and all copies thereof as are held by GEP, will be
returned to the Company, or destroyed by GEP, provided, however, that GEP may
retain one copy of the Confidential Information in the files of its general
counsel for compliance purposes or for the purpose of defending or maintaining
any litigation relating to this engagement letter.
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If GEP should decide that any such Confidential Information should be
included in any documents pertaining to the objectives of this engagement, and
the Company withholds its consent to such disclosure or refrains from
co-operating fully in such disclosure, GEP may immediately terminate the
Services and the Company shall immediately reimburse all GEP's fees and expenses
due.
The Company agrees that this engagement letter (including the fact of its
existence and its terms and conditions), and the services it describes, together
with any related information or documents, constitute confidential and propriety
information of GEP. The Company further agrees that its written and verbal
reports to the Company and all writings prepared by or on behalf of GEP and
furnished to the Company in connection with GEP's engagement hereunder
(collectively the "GEP Information") shall be kept confidential and the Company
shall not without GEP's prior written consent, except as required by law, legal
process or a regulatory authority, (i) disclose or reveal any GEP information to
any person, firm or entity other than those employees, agents or advisors of the
Company who are actively and directly participating in the transactions
contemplated by this engagement letter or otherwise needed to know the GEP
information for the purpose of evaluating, structuring or reviewing any portion
of the work carried out by GEP (objectives of this engagement) or the Company's
participation with respect thereto, or (ii) use the GEP Information for any
purpose other than in connection with the transactions contemplated by this
engagement letter.
6. RELATED PARTIES.
GEP acknowledges that it will take all reasonable steps to ensure that any
Confidential Information obtained from the Company shall not be disclosed to the
Related Parties, except as permitted under point 6 of this agreement.
7. INDEMNIFICATION.
The Company agrees to indemnify and hold harmless GEP, each of its Related
Parties and each of its or their directors, officers, employees, agents and
affiliates (each an "Indemnitee") in respect of any and all actions, claims
losses, liabilities, damages, costs, charges and expenses whatsoever which any
Indemnitee may suffer or incur or which may be made against any Indemnitee
relating to or arising from GEP's engagement, the provision of the Services, any
acquisitions or otherwise from the arrangements contemplated by this engagement
letter or any acts or omissions of any Indemnitee otherwise requested by the
Company or any of the Company's affiliates pursuant to or in connection
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therewith, provided that the Company shall not be liable under this indemnity to
the extent any such action, claims, losses, liabilities, damages, costs,
charges, or expenses are attributable to the gross negligence or willful
misconduct of such Indemnitee. The indemnity in this paragraph is given to GEP
in its own right and as trustee for each other Indemnitee.
8. DUE DILIGENCE AND INFORMATION.
The Company shall not be responsible for any due diligence in relation to
the transaction and the Company acknowledges that any advice given by GEP, on
the structuring of the objectives contemplated in this contract, shall be based
on information provided by the Company.
9. CONFLICTS.
The Company acknowledges that, in addition to GEP acting as arranger under
this engagement letter, other members of the GEP group of companies may have
other roles in relation to the Acquisition or provide other services to the
Company or its affiliates or to other persons who may have a role or
participation in any or all objectives contemplated in this agreement, and the
Company hereby on its own behalf and on behalf of its affiliates waives any
claim against GEP in undertaking any such other roles.
10. LIMITED GEP ROLE.
It is expressly agreed and understood that GEP is not providing nor is the
Company relying on GEP for legal, accounting, tax or other advice and that the
Company will rely on the advice of its own professionals and advisors as it
considers appropriate for such matters and will make an independent analysis and
decision regarding the objectives contemplated in this agreement in relation to
such matters based on such advice.
The determination whether to accept any proposals, presentation or
recommendations arising out of GEP's services under this engagement letter shall
be made by the Company in its sole discretion, and the Company shall have the
option, at its sole discretion, to accept, reject or modify any such proposals,
presentations or recommendations rendered to it by GEP.
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Nothing in this engagement letter shall give rise to any liability or
responsibility on the part of GEP for the success or otherwise of the objectives
contemplated in this agreement.
11. GEP AFFILIATES.
The Company hereby acknowledges and agrees that GEP may perform the
services, contemplated to be rendered by it, under this engagement letter
through selected affiliates within the host country of listing. In connection
therewith but at all times subject to the confidentiality obligations set out
herein, GEP may share any information on matters relating to the Company with
such affiliates.
11. MODIFICATION OF AGREEMENT.
This engagement letter may be modified, amended or superseded only in
writing signed by both the parties hereto and expressly referring to this
engagement letter.
12. BROKERS.
The Company represents and warrants that there have been no other brokers
or agents engaged by it or by any other person on its behalf in connection with
the transactions contemplated by this engagement letter, other than those
specifically advised.
The Company shall indemnify and hold GEP for itself and on trust for each
of its Related Parties (each an "Indemnitee") harmless against the claim of any
broker or agent claiming to have acted on behalf of the Company or any of its
affiliates in connection with the Acquisition, and against the claim of any
other party (other than a party expressly engaged by GEP) claiming to be
entitled to any fees or expenses in connection with the objectives contemplated
in this agreement and against all costs, charges and expenses incurred by each
Indemnitee in relation thereto.
13. AUTHORITY.
The Company represents and warrants to GEP that its entry into and delivery
of this engagement letter has been duly authorized. GEP represents and warrants
to the Company that GEP's entry into and delivery of this engagement letter has
been duly authorized.
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14. NO AGENCY.
Notwithstanding the identification of GEP as arranger for the objectives
contemplated in this agreement, GEP will act under this engagement letter solely
as an independent contractor. The execution of this engagement letter shall not
authorize any party to act as or hold themselves to act as an agent or
fiduciary, and GEP shall not be or be deemed to be an agent or fiduciary of the
Company.
15. TAXES: PAYMENTS FREE AND CLEAR.
All payments by the Company under this engagement letter shall not be
subject to any counter-claim or set-off for, or be otherwise affected by, any
claim or dispute relating to any matter and will be made free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges over holdings, and all liabilities with respect thereto
(together "Taxes").
If the Company shall be required by law to deduct any Taxes from or in
respect of any sum payable to GEP hereunder, the sum payable shall be increased
as may be necessary so that after making all required deductions, GEP receives
an amount equal to the sum it would have received had no such deductions been
made. In addition, the Company agrees to pay any present or future stamp or
sales taxes or any other excise taxes, charges or similar levies that arise from
any payment made hereunder or from the execution, delivery or registration of,
or otherwise with respect to this engagement letter at the same time as payment
or reimbursement of any fees, costs and expenses payable hereunder.
The Company shall pay for any VAT or other form of duty or sales tax which
is required to be levied thereon.
16. DISPUTES.
Any disputes or complaints (with all relevant details) must be in writing
and should be referred in the first instance to the Compliance Officer of GEP.
Should the Company be dissatisfied with the handling of the dispute, the Company
has the right to refer the matter to the Directors of GEP. As the Company is
classified as either an Intermediate Customer or Private Expert Client and
thereby an Intermediate Customer the Company waives the right to the services of
any Financial Ombudsman Service (FOS) and compensation under the any regulatory
regime.
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17. ASSIGNMENT.
This engagement letter shall be binding upon and inure to the benefit of
the parties hereto and may not be assigned by either party, without the prior
written consent of the other party.
18. ENTIRE AGREEMENT.
This agreement supersedes any and all discussions, written or oral, between
the parties hereto and sets out the entire agreement of the parties relating to
the subject matter of this engagement letter.
19. COUNTERPARTS.
This agreement may be executed in counterparts, each of which shall be
deemed an original and all of which counterparts shall constitute one and the
same document.
20. APPLICABLE LAW.
The laws of the United Kingdom apply to this agreement.
PLEASE INDICATE THE COMPANY'S ACCEPTANCE OF THE PROVISIONS OF THIS
ENGAGEMENT LETTER BY SIGNING AS INDICATED AND IN ACCORDANCE WITH THE PROVISIONS
SET OUT BELOW:
THIS ENGAGEMENT LETTER IS HEREBY EXECUTED AND DELIVERED BY THE PARTIES AS A
DEED ON THE DATE AND YEAR OF ACCEPTANCE OF THE TERMS OF THIS LETTER BY THE
COMPANY AS INDICATED BY THE DATE OF ITS SIGNATURE BELOW:
EXECUTED AND DELIVERED AS A DEED- By CDP Security Group Limited.
/s/ Christopher Percy
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Christopher Percy - CEO & Director
Date: March 31, 2011
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EXECUTED AND DELIVERED AS A DEED - by Global Equity Partners Plc.
/s/ Peter Smith
------------------------------------------
Peter Smith - CEO & Director
Date: March 31, 2011
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