Exclusive Placement Agent Agreement between Greenwich Technology Partners and Credit Suisse First Boston (July 27, 1999)

Summary

Greenwich Technology Partners has appointed Credit Suisse First Boston as its exclusive placement agent to arrange a private placement of equity or equity-linked securities. Credit Suisse First Boston will use reasonable efforts to find investors but is not required to purchase the securities itself. The company will pay Credit Suisse First Boston a placement fee based on the amount and type of investors, with a minimum fee of $1,000,000, and will reimburse reasonable expenses. The agreement includes requirements for accurate information, compliance with securities laws, and restrictions on how and to whom the securities may be offered and sold.

EX-10.22 34 0034.txt LETTER AGREEMENT DATED JULY 27, 1999 EXHIBIT 10.22 July 27, 1999 Mr. Joseph Beninati Chief Executive Officer Greenwich Technology Partners 43 Gatehouse Road Stamford, CT 06902 Dear Joe: This letter agreement confirms our understanding that Greenwich Technology Partners (the "Company" or "you") has engaged Credit Suisse First Boston Corporation and its affiliates, successors and assigns, as appropriate ("Credit Suisse First Boston") to act as its exclusive placement agent in connection with the private placement (the "Private Placement") by the Company or its affiliates of Equity or Equity-Linked Securities (the "Securities"). 1. Appointment and Acceptance The Company hereby appoints Credit Suisse First Boston as the Company's exclusive placement agent in connection with a private placement of the Securities and Credit Suisse First Boston accepts such appointment. Credit Suisse First Boston agrees that in its capacity hereunder it will use reasonable efforts to arrange a private placement of the Securities. In no event shall Credit Suisse First Boston be obligated to purchase the Securities for its own account or for the accounts of its customers. 2. Fees and Expenses As compensation to Credit Suisse First Boston for its services hereunder, the Company agrees to pay Credit Suisse First Boston promptly upon each closing of a sale of the Securities, a cash fee (the "Placement Fee") according to the following table:

Page 1 The Placement Fee payable hereunder shall be subject to a $1,000,000 minimum payable upon the first closing of a sale of securities. Promptly upon request, the Company will reimburse Credit Suisse First Boston for all of Credit Suisse First Boston's reasonable out-of-pocket expenses incurred in connection with its activities hereunder, including, without limitation, the fees and disbursements of its legal counsel, if any, and of any other advisor retained by Credit Suisse First Boston in connection with this engagement (it being understood that the retention of any advisor, other than legal counsel, will be made with the prior approval of the Company). Such Placement Fee will be payable in respect of each such sale whether such sale has been arranged by Credit Suisse First Boston, by another agent or directly by the Company. 3. Information The Company will furnish Credit Suisse First Boston with all financial and other information concerning the Company as Credit Suisse First Boston deems appropriate in connection with the performance of the services contemplated by this engagement and in that connection will provide Credit Suisse First Boston with access to the Company's officers, directors, employees, accountants, counsel and other representatives. The Company acknowledges and confirms that Credit Suisse First Boston (i) will rely solely on such information in the performance of the services contemplated by this engagement without assuming any responsibility for independent investigation or verification thereof, (ii) assumes no responsibility for the accuracy or completeness of such information or any other information regarding the Company and (iii) will not make any appraisal of any assets of the Company. The Company will be solely responsible for the contents of the private placement memorandum or other offering document used in connection with the placement of the Securities contemplated hereby (as such private placement memorandum or other document may be amended or supplemented and including any information incorporated therein by reference, the "Private Placement Memorandum") and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective purchaser of the Securities. The Company represents and warrants that the Private Placement Memorandum and such other communications will not, at any time during the period of Credit Suisse First Boston's engagement hereunder contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company authorizes Credit Suisse First Boston to provide the Private Placement Memorandum to prospective purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities or the closing date of any such sale an event occurs as a result of which the Private Placement Memorandum (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify Credit Suisse First Boston of such event and Credit Suisse First Boston will suspend solicitations of prospective purchasers of the Securities until such time as the Company Page 2 shall prepare (and the Company agrees that, if it shall have notified Credit Suisse First Boston to suspend solicitations after the Company has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Private Placement Memorandum which corrects such statement(s) or omission(s). 4. Exemption from Registration; Restrictions on Offer and Sale of Same or Similar Securities It is understood that the offer and sale of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") pursuant to Section 4(2) thereof. The Company will not, directly or indirectly, make any offer or sale of Securities or of securities of the same or a similar class as the Securities if as a result the offer and sale of Securities contemplated hereby would fail to be entitled to the exemption from the registration requirements of the Act provided for in such Section 4(2). The Company represents and warrants to Credit Suisse First Boston that it has not, directly or indirectly, made any offer or sale of the Securities or securities of the same or similar class as the Securities during the six month period ending on the date of this letter other than the Series D Preferred Stock Financing which closed February 1, 1999, and has no intention of making an offer or sale of the Securities or securities of the same or similar class as the Securities for a period of six months after completion of the private placement contemplated hereby. As used herein, the terms "offer" and "sale" have the meanings specified in Section 2(3) of the Act. 5. Additional Restrictions on the Company In connection with all offers and sales of the Securities: The Company will not offer or sell the Securities by means of any form of general solicitation or general advertising. The Company will not offer or sell the Securities to any person who is not an "accredited investor" as defined in Rule 501 under the Act. The Company will exercise reasonable care to ensure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchases will comply with Rule 502(d) under the Act. The Company shall be deemed to make to Credit Suisse First Boston all representations and warranties which it makes to purchasers of Securities in any purchase agreement or other document. 6. Compliance with State Securities Laws The Company will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States as Credit Suisse First Boston may specify. Page 3 7. Indemnification Since Credit Suisse First Boston will be acting on behalf of the Company in connection with its engagement hereunder, the Company and Credit Suisse First Boston have entered into a separate letter agreement (the "Indemnification Agreement") dated the date hereof providing for the indemnification by the Company of Credit Suisse First Boston and certain related persons and entities. 8. Additional Services If at any time within twelve months of the date hereof, the Company is considering retaining an investment bank or other similar agent in connection with any related or unrelated investment banking services for the Company, the Company shall offer to retain Credit Suisse First Boston as its exclusive bank or agent for such services. As compensation for such services, Credit Suisse First Boston will be paid customary fees to be mutually agreed upon at the appropriate time. The terms of any such additional engagement will be set forth in a separate letter agreement containing terms and conditions to be mutually agreed upon, including without limitation, appropriate indemnification provisions. In addition, if at any time within twelve months of the date hereof, the Company determines to undertake any merger, acquisition, divestiture or other similar transaction which results in a sale or a series of transactions of all or substantial amount of assets or the capital stock of the Company as well as any recapitalization, restructuring or liquidation of the Company by owners of the Company holding at least 50% of the voting securities of the Company, a third party or any combination thereof, or any other form of disposition which results in the effective sale of the principal business and operations of the Company by owners of the Company holding at least 50% of the voting securities of the Company) (an "M&A Transaction"), the Company agrees to retain Credit Suisse First Boston as its exclusive financial advisor in connection with such M&A Transaction on customary terms and conditions, including without limitation, appropriate indemnification provisions. Among other things, such terms and conditions will provide that in the event an M&A Transaction is consummated, the Company will pay Credit Suisse First Boston an "M&A Transaction Fee" equal to the greater of (x) 2.0% of the Aggregate Value (as defined below) of the M&A Transaction or (y) $2,000,000. Acquisitions anticipated to be valued below $100 million shall be subject to a mutually agreeable M&A Transaction fee. The "Aggregate Value" of the M&A Transaction shall equal the value of the consideration received per share of the Company's common stock (the "Per Share Consideration") multiplied by the Company's Fully Diluted shares outstanding (or in the case of a sale of assets, the consideration received for such assets), plus the value of any debt, capital lease, and preferred stock obligations of the Company assumed, retired, or defeased in connection with the M&A Transaction. "Fully Diluted" shares outstanding shall mean the total number of common shares outstanding plus the total number of common shares that would be issued upon conversion of any securities convertible into common shares, including, but not limited to, all outstanding stock options (whether or not vested) or preferred stock of the Company. In the case of an M&A Transaction in which the Per Share Consideration consists of another company's common stock, Page 4 the Per Share Consideration shall be computed in a manner consistent with the calculation of such price in the definitive acquisition agreement. The value of any consideration to be paid contingent upon future events shall be estimated for the purposes of calculating the M&A Transaction Fee at an expected value mutually agreeable to you and to us at the time of closing; any amounts held in escrow shall be deemed paid at closing. No fees or expenses payable to any other financial advisor either by the Company or by any other entity shall reduce or otherwise affect the fees payable hereunder to CSFB. Without limiting the generality of the foregoing, it is understood that any transaction resulting in the sale of more than 50% of the Company's voting stock will be deemed a consummated M&A Transaction for purposes of determining when the full M&A Transaction Fee is payable. Nevertheless, our advisory efforts pursuant to this letter will continue after control is obtained to assist you with a second step merger or similar transaction. The terms of any such engagement will be set forth in a separate letter agreement containing terms and conditions to be mutually agreed upon, including without limitation, appropriate indemnification provisions. The Company further understands that if Credit Suisse First Boston is asked to act for the Company in any other formal additional capacity relating to this engagement but not specifically addressed in this letter, such activities shall constitute separate engagements and the terms of any such additional engagements will be embodied in one or more separate written agreements containing terms and conditions to be mutually agreed upon including without limitation appropriate indemnification provisions. The indemnity provisions in the Indemnification Agreement shall apply to any such additional engagements, unless superceded by an indemnity provision set forth in a separate agreement applicable to any such additional engagements and shall remain in full force and effect regardless of any completion, modification or termination of Credit Suisse First Boston's engagement(s). 9. Termination The engagement of Credit Suisse First Boston hereunder (i) may be terminated at any time, with or without cause, by either the Company or Credit Suisse First Boston, upon ten days' prior written notice thereof to the other party and (ii) shall terminate, if no such action described in clause (i) has been taken by Credit Suisse First Boston or the Company, upon completion of the placement of the Securities contemplated hereby. In the event of any termination of Credit Suisse First Boston's engagement hereunder, Credit Suisse First Boston will continue to be entitled to its full Placement Fee provided for herein in the event that at any time prior to the expiration of twelve months after any such termination the Company sells the Securities or securities of the same or a similar class as the Securities to either i) purchasers which were contacted by Credit Suisse First Boston in its capacity as placement agent hereunder, or which the Company, during the term of CSFB's engagement hereunder, approached or was approached by regarding the placement of the Securities contemplated Page 5 hereby, or ii) any purchasers if the Company has accepted at least $10 million of securities as part of CSFB's engagement. No termination of Credit Suisse First Boston's engagement hereunder shall affect (i) the Company's obligation to reimburse Credit Suisse First Boston for expenses as provided for herein, (ii) the Company's obligations under the Indemnification Agreement or (iii) the provisions of paragraphs 3-10 of this letter agreement. 10. General No advice rendered by Credit Suisse First Boston, whether formal or informal may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without Credit Suisse First Boston's prior written consent. In addition, Credit Suisse First Boston may not be otherwise referred to without its prior written consent. Credit Suisse First Boston may, at its option and expense, and with the prior consent of the Company, such consent not to be unreasonably withheld, upon the earliest to occur of (i) the closing of the sale of the Securities in a Private Placement or (ii) the public announcement of a Private Placement, place announcements and advertisements in such financial and other newspapers and journals as it may choose, stating that Credit Suisse First Boston has acted as exclusive placement agent to the Company in connection with such Private Placement. At Credit Suisse First Boston's discretion, any right set forth herein may be exercised, and any services to be provided by Credit Suisse First Boston may be provided, by an affiliate of Credit Suisse First Boston. This letter agreement and the Indemnification Agreement contain the entire agreement of the parties with respect to the subject matter hereof and supercede and take precedence over all prior agreements or understandings, whether oral or written, between Credit Suisse First Boston and the Company. In connection with this engagement, Credit Suisse First Boston is acting as an independent contractor and not in any other capacity, with duties owing solely to the Company. The validity and interpretation of this letter agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be fully performed therein (excluding the conflicts of laws rules). The Company hereby irrevocably submits to the jurisdiction of any court of the State of New York or the United States District Court for the Southern District of the State of New York for the purpose of any suit, action or other proceeding arising out of this letter agreement, or any of the agreements or transactions contemplated hereby, which is brought by or against the Company. The benefits of this letter agreement shall inure to the parties hereto, their respective successors and assigns, and to the indemnified parties hereunder and their respective successors and assigns Page 6 and representatives, and the obligations and liabilities assumed in this letter agreement by the parties hereto shall be binding upon their respective successors and assigns. Each of the Company and Credit Suisse First Boston (and, to the extent permitted by law, on behalf of their respective equity holders and creditors) hereby knowingly, voluntarily and irrevocably waives any right it may have to a trial by jury in respect of any claim based upon, arising out of or in connection with this letter agreement. The invalidity or unenforceability of any provision of this letter agreement shall not affect the validity or enforceability of any other provisions of this agreement or the Indemnification Agreement, which shall remain in full force and effect. We are delighted to accept this engagement and look forward to working with you on this assignment. If this letter agreement correctly sets forth your understanding of the agreement between Credit Suisse First Boston and the Company with respect to this engagement, please sign and return to us the enclosed copy of this letter agreement. The letter agreement signed by you shall constitute a binding agreement between us as of the date first above written. Very truly yours, CREDIT SUISSE FIRST BOSTON CORPORATION By: _______________________________________ Name: Michael Tunstall Title: Managing Director By: /s/ Josh Tanzer -------------------------------------- Name: Josh Tanzer Title: Director ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN: GREENWICH TECHNOLOGY PARTNERS By: /s/ Joseph Beninati ---------------------------------- Name: Joseph Beninati Title: Chief Executive Officer Page 7 Exhibit 1 Existing Investors FG-GTP Partnerships Vantagepoint Partnerships Carpentieri Plan James Cabrera Persistence Partners Greg Berger John Miller Deborah Farrington Rovert Garbarino Graham Albutt Carlos Dominguez Dennis Goett Joseph Beninati For purposes hereof, "Existing Investors" shall include any entity or person that is an affiliate of any of the above and shall specifically include the Starvest Partnerships. Page 8