Exhibit 4.1
[LETTERHEAD OF EQUILINK CAPITAL PARTNERS LLC]
March 22, 2001
Global Technologies Ltd.
Attn.: Irwin Gross, Chairman and CEO
1811 Chestnut Street - Suite 120
Philadelphia, PA 19103
RE: FINANCIAL CONSULTING
Dear Irwin:
This will confirm the understanding and agreement between Equilink Capital
Partners, LLC ("Equilink") and Global Technologies, Ltd ("Company" or "GTLL") as
follows:
1. Effective March 22, 2001, and for a period of two (2) years therefrom,
the Company has engaged Equilink to provide financial consulting services to the
Company, including, without limitation, general advice with respect to the
Company's financing, investor relations, acquisitions by the Company, joint
ventures or other corporate transactions or activities which the Company is
currently contemplating entering into or which it may consider at a future date.
2. The Company understands that Equilink is not in any securities related
business as defined by federal and state securities laws, and does not, and will
not, provide any services hereunder constituting securities brokerage,
market-making, placement agency or underwriting. Equilink will, if requested by
the Company, advise the Company, and take action for the benefit of the Company,
generally with respect to financing, market conditions and investor and stock
matters as well as the transactions and activities described above.
3. The Company shall make available to Equilink all information concerning
the business, assets, operations, investors, financial condition and prospects
of the Company which Equilink reasonably requests in connection with the
performance of its obligations hereunder. All such information provided by or on
behalf of the Company shall be complete and accurate and not misleading, and
Equilink shall be entitled to rely upon the accuracy and completeness of all
such information without independent verification. The Company shall continue to
advise Equilink regarding any material developments or matters relating to the
Company which occur during the term of Equilink's engagement hereunder.
4. As compensation for the services rendered by Equilink hereunder, the
Company shall:
(a) within ten (10) business days from the effective date of this
Agreement, issue to both Robert Depalo and Old Oak Fund, Inc. five hundred
thousand (500,000) fully-paid, non-assessable shares of the Company's common
stock (the "Shares")(1); for a total of 1,000,000 shares.
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(1) The Company shall use its best and good faith efforts to have such Shares
registered as soon as practicable subject to their being no breach of this
Agreement by Equilink.
Global Technologies, LTD.
April 9, 2001
Page 2
5. The Company shall:
(a) indemnify Equilink and hold it harmless against any and all losses,
claims, damages or liabilities to which Equilink may become subject arising in
any manner out of or in connection with the rendering of services by Equilink
hereunder, unless it is finally judicially determined that such losses, claims,
damages or liabilities resulted directly from the gross negligence or willful
misconduct of, or breach of paragraph 7 hereof by Equilink;
(b) reimburse Equilink immediately for any reasonable, documented legal or
other expenses reasonably incurred in connection with investigating, preparing
to defend or defending, or providing evidence in or investigations, claims or
other proceedings arising in any manner out of or in connection with the
rendering of services by Equilink hereunder (including, without limitation, in
connection with the enforcement of this Agreement and the indemnification
obligations set forth herein) with respect to which Equilink is entitled to
indemnification under Paragraph 5(c) provided, however, that in the event a
final judicial determination is made to the effect specified in subparagraph
5(a) above, Equilink will remit to the Company any amounts reimbursed under this
subparagraph 5(b). This subparagraph 5(b) shall not apply to any claims,
liability or proceedings which originate primarily from acts or omissions by
Equilink; and
(c) indemnify and hold harmless Equilink for any final, adjudicated and
non-appealable losses, claims, damages, expenses or liabilities to which
Equilink may become subject in connection with any untrue or misleading
statements or representations made by or information provided by the Company to
Equilink.
The Company agrees that the indemnification and reimbursement commitments
set forth in this paragraph 5 and the contribution obligations set forth in
paragraph 6 shall apply whether or not Equilink is a formal party to any such
lawsuits, claims or other proceedings, that Equilink is entitled to retain
separate counsel of its choice(2) in connection with any of the matters to which
such commitments relate and that such commitments shall extend upon the terms
set forth in this paragraph to any controlling person, affiliate, director,
officer, employee or agent of Equilink (each, with Equilink, an "Indemnified
Person"). The Company further agrees that, unless a final judicial determination
is made to the effect specified in subparagraph 5(a) above or the final sentence
of paragraph 5(b) hereof is applicable or Equilink breaches paragraph 7 hereof,
any settlement of a lawsuit, claim or other proceeding against the Company
arising out of the transactions contemplated by this Agreement which is entered
into by the Company shall include an explicit and unconditional release from the
party bringing such lawsuit, claim or other proceeding of all Indemnified
Persons, which release shall be reasonably satisfactory to Equilink.
6. The Company and Equilink agree that if any indemnification or
reimbursement sought pursuant to the preceding paragraph 5 is judicially
determined to be unavailable for a reason other than the gross negligence or
willful misconduct of Equilink, then the Company and Equilink shall contribute
to the losses, claims, damages, liabilities and expenses for which such
indemnification or reimbursement is held unavailable in such proportion as is
appropriate to reflect the relative benefits to the Company on the one hand, and
Equilink on the other hand, in connection with the transactions to which such
indemnification or reimbursement relates, and the relative faults of the Company
on the one hand, and Equilink on the other hand, as well as any other equitable
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(2) Only if, and to the extent that, there is a conflict of interest with GTLL;
in all other instances, Equilink shall be represented by GTLL's counsel who
shall have an equal duty of representation to Equilink.
Global Technologies, LTD.
April 9, 2001
Page 3
considerations; provided, however, that in no event shall the amount to be
contributed by Equilink pursuant to this paragraph 6 exceed the amount of the
fees and the fair market value of any securities at the time of their receipt
actually received by Equilink or the actual proceeds therefrom received by
Equilink, whichever is greater.
7. Except as contemplated by the terms hereof or as required by applicable
law or pursuant to an order entered or subpoena issued by a court of competent
jurisdiction, Equilink shall keep confidential material non-public information
provided to it by the Company, and shall not disclose such information to any
third party, other than such of its employees and advisors as Equilink
determines to have a need to know and have agreed to maintain the
confidentiality thereof. Upon Equilink's failure to comply with this paragraph
after proper request by the Company, the Company shall have the right of
injunctive relief to enforce this paragraph.
8. Except as required by applicable law, any advice to be provided by
Equilink under this Agreement shall not be disclosed publicly or made available
to third parties without prior approval of Equilink, and accordingly such advice
shall not be relied upon by any person or entity other than the Company.
9. The provisions of paragraphs 4 through 8 and paragraphs 10 through 13 of
this Agreement shall survive any termination or expiration of this Agreement.
10. The Company and Equilink each represent to the other that there is no
other person or entity that is entitled to a fee or any type of compensation in
connection with execution and delivery of this Agreement.
11. Nothing in this Agreement, expressed or implied, is intended to confer
or does confer on any person or entity other than the parties hereto or their
respective successors and assigns, and to the extent expressly set forth herein,
the Indemnified Persons, any rights or remedies under or by reason of this
Agreement or as a result of the services to be rendered by Equilink hereunder.
The Company further agrees that neither Equilink nor any of its controlling
persons, affiliates, directors, officers, employees or agents shall have any
liability to the Company for any losses, claims, damages, liabilities or
expenses arising out of or relating to this Agreement or the services to be
rendered by Equilink hereunder, unless it is finally judicially determined that
such losses, claims, damages, liabilities or expenses resulted directly from the
gross negligence or willful misconduct of Equilink.
12. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.
13. This Agreement may not be amended or modified except in writing signed
by each of the parties and shall be governed by and construed and enforced in
accordance with the laws of the State of New York. The Company and Equilink
hereby irrevocably and unconditionally consent to submit to the exclusive
jurisdiction of the courts of the State of New York and of the United States
District Courts located in the City of New York for any lawsuits, claims or
other proceedings arising out of or relating to this Agreement and agree not to
commence any such lawsuit, claim or other proceeding except in such courts. The
Company and Equilink hereby irrevocably and unconditionally waive any objection
to the laying of venue of any lawsuit, claim, or other proceeding arising out of
or relating to this Agreement in the courts of the State of New York or the
United State District Courts located in the City of New York, and hereby further
Global Technologies, LTD.
April 9, 2001
Page 4
irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such lawsuit, claim or other proceeding brought in any such
Court has been brought in an inconvenient forum. Any right to trial by jury with
respect to any lawsuit, claim or other proceeding arising out of or relating to
this Agreement or the services to be rendered by Equilink hereunder is expressly
and irrevocably waived.
14. This Agreement constitutes the entire agreement and understanding
between the parties hereto and supersedes any and all prior agreements and
understandings, written or oral, relating to the subject matter hereof.
If the foregoing correctly sets forth the understanding and agreement
between Equilink and the Company, please so indicate in the space provided for
that purpose below, whereupon this letter shall constitute a binding agreement
as of the date first above written.
EQUILINK CAPITAL PARTNERS, LLC
By: /s/ Robert DePalo
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Robert DePalo, Chairman and CEO
Acknowledged and agreed to:
GLOBAL TECHNOLOGIES, LTD.
By: /s/ Irwin Gross
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Irwin Gross