EXHIBIT-4.1
CONSULTING AGREEMENT - XXXX XXXXXX
THERMACELL TECHNOLOGIES, INC.
January 10, 2000
ThermaCell Technologies, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Xxxx Xxxxxx, Esq.
00 Xxxxxx Xxxxx
Xxxx Xxxxxxxx, XX 00000
Re: Engagement
Dear Xx. Xxxxxx:
We are pleased to confirm the arrangements under which Xxxx Xxxxxx (The
"Consultant") is engaged by ThermaCell Technologies, Inc. (the "Company") to
identify acquisition targets for the Company and to advise the Company in
structuring mergers or other acquisition to which the Company is a party (the
(Transaction").
The Consultant and the Company agree as follows with respect to the
Transaction:
1. Servicing. During the Term (as hereinafter defined), the Consultant shall
render such services to the Company so as continue to assist the Company in
identifying acquisition targets for the Company and to continue to advise the
Company in structuring mergers or other acquisitions. The consultant shall
advise the Board of Directors in structuring an executive compensation plan for
their Chief Executive Officer and Chairman of the Board. Nothing contained
herein constitutes a commitment on the part of the Consultant to find an
acquisition target for the company or, if such a target is found, that any
Transaction will be completed. The Consultant shall not have the power of
authority to bind the Company to any transaction without the Company's prior
written consent.
2. Term of Engagement. Either party hereto may terminate this Agreement at
any time after the date hereof, with or without cause, upon fifteen (15)
days written notice to the other party (the "Term").
3. Engagement Fee. Upon the execution of this Agreement, the Company shall
pay to the Consultant a fee (an "Engagement Fee") of 275,000 shares of the
Company's common stock (the "Shares"), which amount shall not be
refundable.
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4. Registration Rights. The Company hereby covenants and agrees to
immediately file, from the date hereof, a registration of Form S-8 with
the Securities and Exchange Commission with respect to the Shares,
including a reoffer prospectus, to the extent required.
5. Further Assurances. In connection with the issuance of the Shares of
Common Stock of the Company to the Consultants pursuant to this Agreement
of the issuance of shares of common stock of the Company to the Consultant
as a Transaction Fee, the Consultant covenant and agrees that he shall
execute and deliver, or cause to be executed and delivered, any and all
such further agreements, instruments, certificates and other documents,
including the Subscription Agreement, a copy of which is annexed hereto as
Annex A, and shall take or cause to be taken any and all such further
action, as the Company may reasonably deem necessary or desirable in order
to carry out the intent and purpose of this Agreement.
6. Indemnification Each party agreed to indemnify and hold the other harmless
form any loss, damage, liability or expense, including reasonable
attorney's fee's and other legal expenses, to which the other party may
become subject arising out of or relating to any act or omission by the
indemnifying party (or any person connected or associated with the
indemnifying party), which is or is alleged to be a violation of any
applicable statues, laws or regulations or arising from the negligence of
willful misconduct of the indemnifying party.
7. Cooperation Confidentiality. During the term of this Agreement, the
Company shall furnish the Consultant with all information, data, or
documents concerning the Company that the Consultant shall reasonably deem
appropriate in connection with his activities hereunder, other than
material non-public information.
8. Notice. All notice, requests demands and other communications under this
Agreement shall be in writing, and shall be deemed to have been duly given
(a) on the date of service, if served personally on the party to whom
notice is to be given, (b) on the day after the date sent by a recognized
overnight courier service with all charges prepaid or billed to the
account for the sender, (c) five (5) days after being deposited in the
mail if sent by first-class air mail, registered or certified, postage
prepaid, or (d) on the day after the date set forth on the transmission
receipt when sent by facsimile transmission to the party being notified at
its address or facsimile number set forth below or such other address or
facsimile numbers as any party hereto shall subsequently notify all other
parties hereto in writing.
(i) If the Consultant:
Xxxx Xxxxxx, Esq.
00 Xxxxxx Xxxxx
Xxxx Xxxxxxxx, XX 00000
(ii) If to the Company:
ThermaCell Technologies, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
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9. Non-Assignability Binding Effect. Neither this Agreement, nor any of the
rights or obligations of the parties shall be assignable by either party
hereto without the prior written consent of the other party. Otherwise,
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs. Executors, administrators,
personal representatives, successors, and permitted assignees.
10. Choice of Law. This Agreement shall be governed and enforced in accordance
with the laws of the State of New York, without regard to its conflict of
law principles.
ThermaCell Technologies, Inc.
By: /s/ Xxxx Pidorenko
-----------------------------
Xxxx Pidorenko/President, CEO
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WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF THERMACELL TECHNOLOGIES, INC.
The undersigned being all of the Directors of Thermacell Technologies, Inc., a
Florida corporation (the "Corporation"), finding it inconvenient to assemble in
a formal meeting, do hereby consent to the adoption and approval of the
following resolution:
WHEREAS the company is in need of capital to grow its business and wishes to
minimize expenditures that it reasonably can, and
WHEREAS the Company desires to pay employees and consultants for their services
as identified on schedule A attached that are necessary for the growth and
expansion of its business. The Corporation has agreed to pay for these services
with common stock pursuant to a Form S-8 Registration Statement, it is,
RESOLVED, that the proper officers of this Company are hereby authorized to
complete the filing of such Registration Statement on behalf of this Company for
Eight Hundred and Fifty Thousand shares of the Corporation"s common stock.
FURTHER RESOLVED, the Directors are hereby authorized to execute this written
consent in one or more counterparts and this written consent, and as of the time
it hereby is approved and adopted as the act and deed of the Board of Directors
of the Corporation.
FURTHER RESOLVED, that effective date of these resolutions shall be January 31,
2000.
IN WITNESS WHEREOF, the undersigned have signed their names as of this date of
January 31, 2000
DIRECTORS
/s/ Xxxx Pidorenko
---------------------------
Xxxx Pidorenko
/s/ Xxx Xxxxxx
---------------------------
Xxx Xxxxxx
/s/ Xxxxxx Xxxxxxx
---------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxx Xxxxxxx
---------------------------
Xxx Xxxxxxx
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SCHEDULE A
Xxxxxxx Xxxxxxxx 75,000 shares
Xxx Xxxxxxx 100,000 shares
Xxxxxx Xxxxxxx 100,000 shares
Xxxx Xxxxxx 275,000 shares
Xxxx Pidorenko 225,000 shares
Xxxxx Xxxxxxx 50,000 shares
Xxx Xxxxxx 25,000 shares
--------------
850,000 shares
