EXHBIT 10.8
BUSINESS CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is made and entered into as of
July 22, 2005 by and between Navidec Financial Services, Inc., a Colorado
corporation located at 0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000 ("Client") and Waterton Financial, LLC, a Colorado
limited liability company located at 0000 X Xxxxxxxxxxxx Xxx, Xxxxxxxxx,
Xxxxxxxx 00000 ("PR Firm").
RECITALS:
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WHEREAS, Client is a company that is engaged in, among other things,
identifying and acquiring a controlling interest in development stage companies
to further their growth by providing strategic financial consulting services
(the "Business");
WHEREAS, Client has filed a registration statement with the U.S. Securities
and Exchange Commission and will be a publicly traded company once the
registration statement is declared effective;
WHEREAS, Client commenced a private placement of units consisting of one
share of Client's common stock, one Class A Warrant and one Class B Warrant for
$1.00 per unit with a maximum of two million units (the "Private Placement");
WHEREAS, PR Firm is a strategic financial communications firm focused on
the development and implementation of customized strategies and programs
designed to xxxxxx and enhance corporate awareness within the financial markets
community; and
WHEREAS, Client acknowledges the expertise of PR Firm and desires to avail
itself, for the term of this Agreement, of such expertise, and to compensate PR
Firm in accordance herewith.
NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements and covenants herein set forth, the parties, agreeing to be legally
bound, hereto agree as follows:
1. Retention; Services. Client hereby retains PR Firm as a consultant to
Client, and PR Firm agrees to render consulting services, as defined in Exhibit
A attached hereto, to Client (the "Services"), upon the terms and conditions set
forth in this Agreement. Notwithstanding any other provision of this Agreement,
Client shall have the sole right to approve any arrangements proposed by PR Firm
with regard to the performance of the services PR Firm is to provide hereunder.
2. Time and Resources Devoted by PR Firm.
(a) During the term of this Agreement, PR Firm shall spend such time as may
be reasonably required for the performance of the Services and PR Firm shall
guarantee the dedication of senior account executives to the performance of the
Services.
Navidec Financial Services, Inc./Waterton Consulting Agreement
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(b) Upon reasonable notice by Client, PR Firm will use reasonable efforts
to accommodate requests by Client to attend and arrange specific meetings,
conferences, and/or other similar formally scheduled events.
(c) Upon reasonable notice by Client, PR Firm will use reasonable efforts
to accommodate requests by Client for PR Firm to have completed specific
Services by specifically scheduled and mutually agreed upon deadlines.
3. Client Cooperation. Client recognizes and acknowledges that the quality
and accuracy of the Services, and the efficiency and timeliness of their
completion, is significantly dependent on the cooperation of Client with PR Firm
as well as the available resources of Client. Therefore, upon the reasonable
request of PR Firm, subject to compliance with applicable securities laws,
Client shall provide PR Firm in a reasonably timely manner such information and
resources that may be reasonably obtainable by Client that is/are necessary for
PR Firm to perform the Services completely and accurately in all material
respects. PR Firm shall be entitled to rely on the completeness, correctness and
accuracy of the information provided by Client to PR Firm in the performance by
PR Firm of the Services.
4. Acknowledgement of Publicly Trading Status.
(a) PR Firm and Client agree and acknowledge that once the registration
statement is declared effective and the common stock of Client is publicly
traded it necessitates adherence to various regulations and guidelines provided
and enforced by any regulatory bodies, including the NASD, SEC, NASDAQ or any
other stock exchange, market or trading facility on which its shares will be
listed. As such, PR Firm and Client each agrees and acknowledges that it shall
comply at all times with all applicable federal and state securities laws and
adhere to such regulations and guidelines provided and enforced by any such
regulatory bodies.
(b) Except as provided for within this Agreement, PR Firm shall not own,
buy, sell, borrow, lend, transfer, hypothecate, or transact in any way, directly
or indirectly the publicly traded stock of Client during the Term of this
Agreement and for a period of three months thereafter.
(c) PR Firm shall not discuss with or reveal information concerning this
Agreement, Client or the Services to parties other than (i) representatives,
affiliates, and advisors of PR Firm; (ii) parties to this Agreement; (iii)
parties whom Client has informed the PR Firm are bound by nondisclosure
agreements; (iv) professional service providers such as accountants and counsel
with whom Client has informed the PR Firm that they have a formal professional
relationship; and (v) appropriate legal and regulatory persons and/or entities.
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5. Authorized Representatives. Client shall be duly represented by its
President, CEO, CFO or such other person as mutually designated in writing by
both its President and CEO, who are each individually authorized to commit and
legally bind Client and to provide suggestions and recommendations to PR Firm as
needed for PR Firm to provide the Services. PR Firm shall be duly represented by
its President, or other person designated in writing by the President of PR
Firm, who is authorized to commit and legally bind PR Firm.
6. Compensation. In consideration of the Services agreed to be provided
and/or provided to Client hereunder, Client shall compensate PR Firm in
accordance with this Agreement and as set forth on Exhibit B attached hereto.
7. Additional Expenses
(a) Ordinary Operational Expenses of PR Firm. In the performance of the
Services, PR Firm shall incur certain expenses which are considered to be
ordinary internal operational expenses (the "Ordinary Operational Expenses")
and, as such, are to be paid by PR Firm and not passed on to the Client in any
way. The Ordinary Operational Expenses include those expenses which are expected
to allow for the performance of the Services, including the following:
i. Facsimile expenses;
ii. Telecommunications expenses;
iii. Printing expenses of general communications;
iv. Leasehold expenses.
(b) Extraordinary Expenses of PR Firm. Client shall pay certain reasonable
costs and expenses incurred by PR Firm, its directors, officers, employees and
agents, in carrying out certain duties and obligations pursuant to the
provisions of this Agreement, excluding Ordinary Operational Expenses, but
including and not limited to the following costs and expenses (the
"Out-of-Pocket Expenses"); provided all costs and expense items in excess of
$500.00 must be approved by Client in writing prior to PR Firm's incurrence of
the same:
i. Travel expenses, including but not limited to
transportation, lodging and food expenses, when such travel
is conducted on behalf of the Client;
ii. Seminars, expositions, money and investment shows;
iii. Radio and television time and print media advertising costs,
when applicable; iv. Subcontract fees and costs incurred in
preparation of research reports, when applicable;
v. Cost of on-site due diligence meetings, if applicable;
vi. Printing and publication costs of brochures and marketing
materials which are not supplied by the Client; and
vii. Printing and publication costs of Client's annual reports,
quarterly reports, and/or other shareholder communication
collateral material which is not supplied by the Client.
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8. Start Date; Term; Termination.
(a) The performance of the Services by PR Firm shall start on July 22, 2005
(the "Start Date").
(b) Term. Subject to the further provisions of this Section 8, the term of
this Agreement shall be for the period of twelve months beginning on the Start
Date and continuing until 5:00 PM EST on July 22, 2006 (the "Term"), unless
sooner or later terminated in accordance with the further provisions of this
Section 8. This Agreement may be extended by the mutual agreement of the
parties, as evidenced by an amendment pursuant to Section 15(a) of this
Agreement.
(c) Termination by Client. Effective at any point following the first
ninety (90) days of this Agreement, Client shall have the right to terminate
this Agreement with thirty (30) days prior written notice for any reason
whatsoever or for no reason (the "Early Termination"). Upon the occurrence of a
Early Termination, PR Firm shall be paid in cash, immediately upon such
termination, that dollar amount equal to all Out-of-Pocket Expenses paid or
incurred by PR Firm pursuant to Section 7(b) of this Agreement to the date of
termination, and Client shall pay PR Firm that dollar amount equal to unpaid
fees up to the termination, pursuant to Section 6 of this Agreement.
9. PR Firm Status. PR Firm is an independent contractor performing certain
consulting services for Client and is not an employee, agent, representative,
officer, or partner of Client. PR Firm has no power or authority to act for,
represent, or bind Client or any affiliate of Client in any manner. PR Firm
acknowledges and agrees, and it is the intent of the parties hereto, that, under
this Agreement, PR Firm receive no Client sponsored benefits (except as
contemplated in Sections 6 and 7(b)) from Client, including, but not limited to,
paid vacation, sick leave, medical insurance, and 401(k) or other retirement
plan participation. Nothing contained herein nor any titles held with Client
shall be deemed to create any relationship between the parties other than that
of a principal and independent contractor.
10. Confidentiality; Return of Client Property.
(a) "Confidential Information" of a party means and includes, but is not
limited to, all information about that party, including, but not limited to,
hardware, software, screens, specifications, designs, plans, drawings, data,
prototypes, discoveries, research, developments, methods, processes, procedures,
improvements, "know-how," trade secrets, compilations, market research,
marketing techniques and plans, business plans and strategies, customer names
and other information related to customers, price lists, pricing policies and
financial information or other business and/or technical information and
materials, in written, graphic, machine-readable form or in any other medium.
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Notwithstanding anything to the contrary contained in this Agreement,
Confidential Information shall not include any information that: (i) is in the
public domain or becomes generally known to parties outside of this Agreement on
a non-confidential basis, through no wrongful act of the party to this Agreement
having received such information from the disclosing party; (ii) is lawfully
obtained by either party of this Agreement, as the case may be, from a party
outside of this Agreement without any obligation to maintain the information as
proprietary or confidential; (iii) was known to either party to this Agreement,
as the case may be, prior to its disclosure by the other party to this
Agreement, without any obligation to keep it confidential as evidenced by
tangible records kept in the ordinary course of business; (iv) is independently
developed by either party to this Agreement, as the case may be, without
reference to any Confidential Information disclosed by the other party to this
Agreement as evidenced by tangible records kept in the ordinary course of
business; (v) is the subject of a written agreement whereby PR Firm or Client,
as the case may be, consents to the use or disclosure of such Confidential
Information by the other party to this Agreement; or (vi) is required by
applicable law to be disclosed by either Client or PR Firm.
(b) PR Firm agrees that at all times during the Term of this Agreement, PR
Firm shall preserve as confidential all Confidential Information concerning
Client, and any actual or potential financial, strategic or operational partners
that has been disclosed to the PR Firm, and PR Firm shall not, without the prior
written consent of Client, use for PR Firm's own benefit or purposes, or
disclose to any other party such Confidential Information, except as required by
PR Firm's engagement with Client, or as required by applicable law. These
obligations with respect to confidentiality shall continue for a period one year
after the expiration or termination of this Agreement. The terms of this
paragraph do not impair the right to disclose such Confidential Information by
PR Firm in order to defend PR Firm from any claim in any court of law once PR
Firm gives Client notice of such intended use.
(c) All records, business plans, financial statements, manuals, memoranda,
documents, correspondence, reports, records, charts, lists and other similar
data delivered to or compiled by PR Firm or by or on behalf of Client or its
representatives which pertain Client shall be and remain the property of Client
and be subject at all times to its discretion and control. In the event of the
expiration or termination of PR Firm's engagement hereunder, all such materials
pertaining to Client which has been obtained by PR Firm shall be delivered
promptly to Client upon written request by Client once all compensation and
expenses have been paid in accordance with this Agreement; provided, however,
that PR Firm may retain copies of any such documents and materials which may be
reasonably necessary to maintain business, accounting, and legal records
associated with this Agreement subject to the non-disclosure provisions of
Section 10(b).
11. Notice/Cure. Anything contained in this Agreement to the contrary
notwithstanding, neither party shall have failed to perform any material
obligation or duty under this Agreement unless and until:
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(a) Consideration. In the case of a failure to pay any consideration, such
failure shall not have been cured within fifteen (15) business days after
receipt of written notice thereof from the party demanding payment.
(b) Non-Money. In the case of any other failure to perform any obligation
or duty under this Agreement, such failure shall not have been cured within
fifteen (15) business days after receipt of written notice from the demanding
party describing in reasonable detail the failure.
12. Indemnification.
(a) Client shall indemnify and hold PR Firm and its officers, directors,
employees, agents, PR Firm's affiliates, and representatives harmless from and
against any and all actions, suits, proceedings, liabilities, losses, damages,
judgments, fines, amounts paid in settlement, losses, costs and expenses,
including, but not limited to, reasonable attorneys' and experts' fees and court
costs, (each, a "Loss"), paid or incurred by PR Firm and arising out of or in
connection with any claim by a third party relating to any untrue statement of a
material fact, or any omission to state a material fact, based upon information
furnished by Client to PR Firm in connection with the Services or any other work
performed for Client by the PR Firm.
(b) PR Firm shall indemnify and hold Client and its officers, directors,
employees, agents, consultants, affiliates, and representatives harmless from
and against any and all Losses, paid or incurred by Client and arising out of or
in connection with any claim by a third party relating to PR Firm's performance
of the Services or any other work performed for Client by the PR Firm; provided,
however, that notwithstanding the foregoing, in no event will PR Firm indemnify
Client for any Losses arising out of or in connection with any untrue statement
of a material fact, or any omission to state a material fact, based upon
information furnished by Client to PR Firm in connection with the Services or
any other work performed for Client by the PR Firm.
13. Representations and Warranties.
(a) Client represents and warrants to PR Firm that:
i. Client is a corporation duly organized, validly existing and in
good standing under the laws of the State of Colorado. Client is
not in breach or violation of, and the execution, delivery and
performance of this Agreement by Client will not result in a
breach or violation of, any of the provisions of Client's
articles of incorporation, as amended to the date of this
Agreement, by-laws, as amended to the date of this Agreement, or
any other contract to which Client is a party that is material to
its business plans or prospects.
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ii. Client has the full right, corporate power and authority to
execute and deliver this Agreement and to perform the
transactions contemplated by this Agreement. The execution and
delivery of this Agreement by Client and the performance by
Client of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action. This
Agreement has been duly executed, acknowledged, and delivered by
Client and is the legal, valid and binding obligation of Client,
enforceable against Client in accordance with its terms, except
to the extent that the enforceability hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally or by general principles of
equity.
(b) PR Firm represents and warrants to Client that:
i. PR Firm is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of
Colorado. PR Firm is not in breach or violation of, and the
execution, delivery and performance of this Agreement by PR Firm
will not result in a breach or violation of, any of the
provisions of PR Firm's articles of incorporation or
organization, as amended to the date of this Agreement or by-laws
or operating agreement, as amended to the date of this Agreement.
ii. PR Firm has the full right, corporate power and authority to
execute and deliver this Agreement and to perform the
transactions contemplated by this Agreement. The execution and
delivery of this Agreement by PR Firm and the performance by PR
Firm of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate and member action.
This Agreement has been duly executed, acknowledged, and
delivered by PR Firm and is the legal, valid and binding
obligation of PR Firm, enforceable against PR Firm in accordance
with its terms, except to the extent that the enforceability
hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally or
by general principles of equity.
14. Registration of Shares Underlying Options.
(a) The Client shall prepare and, as soon as practicable following the date
the registration statement on Form SB-2 initially filed on June 21, 2005 is
declared effective by the SEC, file with the Securities and Exchange Commission
(the "SEC") a registration statement on Form SB-2 covering the resale of all the
shares underlying the options listed on Exhibit B (the "Registrable
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Securities"). In the event that Form SB-2 is unavailable for such a
registration, the Client shall register the resale of the Registrable Securities
on another appropriate form and undertake to register the Registrable Securities
on Form SB-2 as soon as such form is available, provided that the Client shall
maintain the effectiveness of the Registration Statement then in effect until
such time as a Registration Statement on Form SB-2 covering the Registrable
Securities has been declared effective by the SEC. The Client shall use its
reasonable best efforts to have such registration statement declared effective
by the SEC as soon as practicable.
(b) All expenses incident to the filing of the registration statement
required by this Section 14, including without limitation all registration and
filing fees, fees and expenses of compliance with securities or blue sky laws,
printing expenses, messenger and delivery expenses, and fees and disbursements
of counsel for Client and all independent certified public accountants,
underwriters (excluding discounts and commissions) and other professionals
retained by Client will be borne by Client. In no event shall Client be
obligated to pay any discounts or commissions with respect to the shares sold by
PR Firm.
(c) If for any reason the registration statement under Section 14(a) above
is to cover a registration in which securities of Client are sold to an
underwriter for distribution to the public (an "Underwritten Offering"), such
Registrable Securities shall be included in the underwriting on the same terms
and conditions as the securities otherwise being sold through the underwriters.
If in the good faith judgment of the managing underwriter in any Underwritten
Offering, the inclusion of all of the Registrable Securities and any other
common stock of Client requested to be registered in such Underwritten Offering
would have an adverse effect on such offering, then the number of shares of
Registrable Securities and other common stock of Client to be included in the
offering (except for shares to be issued by Client in an offering initiated by
Client) shall be reduced to such smaller number as the managing underwriter
shall in its sole discretion determine. In this event, the reduction in
participation of PR Firm shall occur on a pro rata basis with all other
participating holders of securities to be registered under such registration
statement or other registration statement (as applicable), except to the extent
that certain holders of other securities may have a contractual preference to
participate. In such case, Client and the managing underwriter shall use their
reasonable best efforts to accommodate PR Firm and the holders of other shares
of common stock of Client who possess such registration rights to include of
their securities in the offering. Any shares of Registrable Securities excluded
from an Underwritten Offering as discussed above, shall be withheld from the
market by PR Firm for a period of time, not to exceed 30 days prior to the
effective date and 180 days thereafter, if the managing underwriter reasonably
determines such restriction is necessary in order to affect the underwritten
public offering.
(c) Client shall have the right to terminate or withdraw any registration
initiated by it under this Section 14 prior to the effectiveness of such
registration.
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15. Miscellaneous.
(a) Amendments. This Agreement may be amended, supplemented or modified
only in a writing signed by the parties hereto.
(b) Notices. All notices and other communications provided for or permitted
hereunder shall be in writing and shall be delivered personally, by facsimile or
by courier service providing for next day service, or sent by registered or
certified mail, postage prepaid, and return receipt requested, or electronic
mail, if confirmed by a subsequent written letter to the party at the address
noted below:
If to Client: If to PR Firm:
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Navidec Financial Services, Inc. Waterton Financial, LLC
Attention: Xxxxxx X. Xxxxxxx Attn: Xxx X. Xxxxxxx
0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx 0000 X. Xxxxxxxxxxxx Xxx
Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000
Xxxxxxxxx Xxxxxxx, XX 00000 Telephone: (___) ___________
Telephone: (000) 000-0000 Facsimile: (___) ____________
Facsimile: (000) 000-0000 Email: ____________________
Email: xxxxxxxxxxxxx@xxxxxxx.xxx
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(c) Governing Law; Jurisdiction. This Agreement shall be governed by the
laws of the State of Colorado without regard to conflicts of laws principles,
the parties agree to submit to the jurisdiction of the courts of the State of
Colorado for all purposes, and sole and exclusive venue for any dispute or
disagreement arising under or relating to this agreement shall be in a court
sitting in the City and County of Denver, Colorado.
(d) Waiver. Failure or delay on the part of either party hereto to enforce
any right, power, or privilege hereunder shall not be deemed to constitute a
waiver thereof Additionally, a waiver by either party or a breach of any promise
hereof by the other party shall not operate as or be construed to constitute a
waiver of any subsequent waiver by such other party.
(e) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
(f) Assignability. Neither party may assign or delegate any or all of its
rights (other than the right to receive payments) or its duties or obligations
hereunder without the consent of the other party, which consent will not be
unreasonably withheld or delayed; provided, however, that either party may
assign this agreement, without the need to obtain consent of the other party, to
an affiliate of such party or to its successor-in-interest. An assignee will
have all of the rights and obligations of the assigning party set forth in this
Agreement.
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(g) Attorneys' and Experts' Fees; Remedies. In any action, suit or
proceeding brought to enforce any provision of this Agreement, or where any
provision of this Agreement is validly asserted as a defense, the prevailing
party shall be entitled to recover reasonable attorneys' and experts' fees and
expenses in addition to any other available remedy. Other than the right to
recover fees in the preceding sentence, in any dispute between the parties
arising out of this Agreement, neither party shall be liable to the other for
any indirect, special, consequential or incidental damages (including, without
limitation, lost profits).
(h) No Third Party Beneficiary. The terms and provisions of this Agreement
are intended solely for the benefit of each party hereof and their respective
successors or permitted assigns, and it is not the intention of the parties to
confer third-party beneficiary rights upon any other person or entity.
(i) Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(j) Section Headings, Construction. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All words used in this Agreement will be construed to be of
such gender or number as the circumstances require. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms.
(k) Entire Agreement. This Agreement (including all Exhibits and
Appendices) constitutes the entire agreement among the Parties and supersedes
any prior understandings, agreements, or representations by or among the
Parties, written or oral, to the extent they related in any way to the subject
matter hereof.
(1) Currency. All references to currency within this Agreement, unless
otherwise stated, shall mean United States Dollars.
(m) Business Day. For the purposes of this Agreement, a business day is
defined as any calendar day during which the New York Stock Exchange is
scheduled to be officially open for business for any period of time.
(n) Counterparts; Facsimile. This Agreement may be executed in one or more
counterparts, by the parties hereto and any successor in interest, each of which
shall be deemed to be an original and all of which together shall be deemed to
constitute one and the same agreement and the signature of any party to any
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counterpart shall be deemed a signature to, and may be appended to, any other
counterpart. This Agreement may be executed by facsimile signature and the
facsimile signature of any party shall constitute an original in all respects.
[Remainder of this page left blank intentionally;
Signature page to follow.]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized officers or agents as set forth below.
PR FIRM:
WATERTON FINANCIAL, LLC
a Colorado limited liability company
Date: July 22, 2005 By: /s/ Xxx Xxxxxxx
---------------------------------
Name: Xxx X. Xxxxxxx
Title: Managing Member
CLIENT:
NAVIDEC FINANCIAL SERVICES, INC
a Colorado corporation
Date: July 22, 2005 By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President, Chief Operating Officer
and Chief Financial Officer
Navidec Financial Service, Inc./Waterton Consulting Agreement
Exhibit A
Exhibit A
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Services Description
PR Firm will use its best efforts in seeking to achieve the following
objectives and service provisions:
A-1) PRIMARY CAMPAIGN OBJECTIVES:
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a) Provide strategic counsel, policy guidance and program execution
leading to sound investor relations' performance and consistent,
credible communications programs.
b) increase general market awareness of Client and promote
understanding and appreciation for Client's strategic direction
among the retail, wholesale, institutional and individual
investing communities.
c) Promote enhanced and pervasive education of our retail broker and
institutional network.
d) Promote positive awareness of Client among securities and
industry analysts. Research and track analysts' perceptions and
attitudes towards Client and benchmark these measurables against
realization of program objectives.
e) Coordinate all media activity to promote mass awareness of Client
and material events via traditional and new media outlets - both
industry-specific as well as general financial.
e) Assist management with the development of high-impact strategic
approaches to the equity and debt markets that will deliver
enhanced shareholder value and lower Client's cost of capital.
Navidec Financial Service, Inc./Waterton Consulting Agreement
Exhibit B
Exhibit B
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Compensation
Following the execution of this Agreement, Client shall issue to PR Firm an
option to purchase 400,000 shares of Client's common stock at an exercise price
of $1.00 per share and exercisable until July 22, 2010 (the "Options"). The
Options will vest as follows: (A) options to purchase 133,333 shares shall vest
upon the successful completion of the Client's Private Placement in an amount of
not less than $2 million, (B) options to purchase 133,333 shares shall vest upon
the successful conversion of the Client's Class A Warrants issued as part of the
unit in the Private Placement, and (C) options to purchase 133,334 shares shall
vest upon the successful conversion of the Client's Class B Warrants issued as
part of the unit in the Private Placement.
