INVESTMENT BANKING SERVICES
AGREEMENT
AMERICAN CAPITAL FINANCIAL SERVICES,
INC.,
GLOBAL MONITORING SYSTEMS,
INC.
American
Capital Financial Services, Inc.
461 Fifth Avenue
26th Floor
New York, NY 10017
(212) 213-2009
(212) 213-2060
Dustin Smith,
Vice President
(c) 2002 American Capital
Financial Services, Inc.
INVESTMENT BANKING SERVICES
AGREEMENT
This Investment
Banking Services Agreement (the “Agreement ”) is
made as of this 22nd day of December, 2005 (the “Execution
Date” ), between Global Monitoring Systems, Inc., a
Delaware corporation (together with its subsidiaries, the
“Company ”) and American Capital Financial
Services, Inc., a Delaware corporation with its principal place of
business in Bethesda, Maryland ( “ACFS ”), to be
effective as of December 22, 2005 (the “Effective
Date ”).
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1.
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Whereas, the Company is primarily
engaged in the business of, among other things, Dosimetry services
and is owned by an affiliate of ACFS, American Capital Strategies,
Ltd. ( “ACAS” );
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2.
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Whereas, the Company wishes to enter
into a comprehensive investment banking agreement under which it
will commit to employ ACFS as financial advisor in any acquisition,
sale, merger or financing transactions entered into by the Company
and in other financial advisory work, including valuation,
structuring and negotiating, which ACFS is qualified to
perform;
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3.
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Whereas, ACFS has represented to the
Company that it has expertise and experience in such work;
and
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4.
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Whereas, the Company wishes to enter
into this Agreement with ACFS on the terms provided for
herein.
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NOW, THEREFORE, in
consideration of the mutual promises contained in this Agreement,
and intending to be legally bound hereby, the parties hereby agree
as follows:
B. SCOPE OF THE
AGREEMENT
This Agreement
relates to investment banking services, which shall be defined as
follows (and such definitions shall be equally applicable to both
the singular and plural form of the terms defined, as the context
may require):
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1.
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“Acquisition
Transactions” shall mean the acquisition by the
Company of any other business whether by purchase of stock or
assets in cash sale or for other consideration, or by merger in
which the Company is substantially the surviving entity.
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2.
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“ Sale
Transactions” shall mean sale of all or part of the
equity or assets of the Company in a cash sale or for other
consideration, or by a merger in which the Company is not
substantially the surviving entity.
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3.
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“Financing
Transaction” shall mean the sale of any equity or
debt securities by the Company.
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4.
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“Close ” or
“Closing” shall mean the day on which any
Acquisition, Sale or Financing Transaction (each, sometimes
referred to herein as a “ Transaction” )
occurs.
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C.
RESPONSIBILITIES OF ACFS
ACFS will perform
the following work as the Company’s exclusive
agent:
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1.
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RAISING FINANCING
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ACFS will, if the Company chooses to
use an agent for such purpose, assist the Company in placing any
equity or debt securities.
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2.
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ACQUISITION AND MERGER
TRANSACTIONS
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ACFS will assist the Company in
researching, evaluating, initiating, structuring and closing any
potential Transaction.
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3.
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FINANCIAL ANALYSIS
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As
appropriate, ACFS will assist the Company in gathering and
reviewing data to build a financial model (
“Model” ) of the Company, and in using such a
Model to evaluate the Company and any proposed Transaction. The
Model will integrate historical financial performance of the
Company with projections subsequent to any Transaction, and will
include a detailed income statement, balance sheet, cash flow
statement, valuation, and a detailed set of assumptions.
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The
Model will assist in evaluating the capital requirements of the
Company; potential merger and acquisition synergies; and the impact
of any Transaction on shareholder value and liquidity.
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4.
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MANAGEMENT AND BOARD OF
DIRECTORS
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ACFS will make continuing reports to
the Company’s management and Board of Directors regarding its
work for the Company, as requested.
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5.
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STOCKHOLDER
COMMUNICATIONS
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ACFS will assist the Company in
communicating with, educating, and informing its stockholders about
any potential Transaction.
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6.
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COORDINATION
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ACFS will assist the Company in
coordinating the financial institutions, legal counsel, valuation
firms, accountants, and any other professional advisors who may be
required for a Transaction.
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ACFS and the
Company will inform each other on a timely basis of any and all
material developments regarding matters to which this Agreement
pertain
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