Financial Advisory and Independent Equity Research Consulting Agreement
This AGREEMENT (“Agreement”)
is effective
as of March 26, 2010 by and between Techmedia Advertising, Inc., a Nevada
Corporation (the “Company”), and Emissary Capital Group, LLC, a
Delaware Limited Liability Company (“Emissary”).
WITNESSETH:
WHEREAS, the Company desires
to engage Emissary to provide certain financial advisory and research services
as specifically enumerated below commencing as of the date hereof, and Emissary
desires to so be engaged;
NOW THEREFORE, for and in
consideration of the covenants set forth herein and the mutual benefits to be
gained by the parties hereto, and other good and valuable consideration, the
receipt and adequacy of which are acknowledged, the parties hereto hereby agree
to be legally bound as follows:
1.
Engagement of
Emissary.
Financing.
Emissary shall assist the Company with regard to matters related to their
efforts to complete equity or debt capital raising transactions (collectively
hereafter referred to as the “PIPE Financing”) generating maximum gross offering
proceeds of $5,000,000 on a best efforts basis. It is hereby agreed that any
entity or individual who undertakes the Financing is expected to be paid a cash
amount up to ten percent (10%) of the gross proceeds
delivered in connection with the Financing, which is the market rate for such a
financing.
2.
Independent
Contractor. It is the express intention of the
parties that Emissary is an independent contractor and not an employee or agent
of the Company. Nothing shall be interpreted or construed as creating or
establishing the relationship of employer and employee between Emissary and the
Company. Both parties acknowledge that Emissary is not an employee for
state or federal tax purposes.
3.
Term and
Termination. The term of this Agreement is for one (1) year and
shall begin as of the date set forth above. The Company or the Emissary
may terminate this Agreement at any time and for any reason whatsoever by
written notice, provided however, that in the event of a termination of this
Agreement by the Company, the Company hereby agrees to pay any and all fees
under this Agreement rightfully due to the Emissary for its time, expenses and
services provided to date of termination. Any modification of this
Agreement will be effective only if it is in writing signed by the party to be
charged.
4.
Fees and
Expenses. In consideration for the services to be provided
hereunder, the Company shall pay to Emissary the following:
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(a)
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$25,000
via check or wire transfer payable at the Company’s discretion after the
execution of this Agreement; and
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(b)
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50,000
shares of the Company’s newly issued restricted common stock which shall
be issued in certificate form in the name designated by Emissary
immediately upon the execution of this Agreement;
and
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(c)
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200,000
shares of the Company’s newly issued restricted common stock which shall
be issued in certificate form in the name designated by Emissary
immediately upon closing of the PIPE
Financing.
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5.
Indemnification.
The Company will, at its sole cost and expense, protect, defend, indemnify,
release and hold harmless Emissary from (i) any and all losses arising out of or
resulting from any inaccuracy, misrepresentation or breach or non-fulfillment of
any covenant or agreement of the Company under this Agreement or any document
delivered by the Company to Emissary in connection herewith, (ii) any and all
claims, liabilities, losses or damages related solely and exclusively to
statements prepared by, or made by, Emissary that are either approved in advance
by the Company or entirely based on information provided by the Company to
Emissary expressly for use in connection with its or its advisors’ performance
hereunder or otherwise, and (iii) all claims, actions, suits, proceedings,
demands, assessments, judgments, costs and expenses, including, without
limitation, any legal fees and expenses, incident to any of the foregoing,
except in case of Emissary’s gross negligence, bad faith or willful misconduct
with respect thereto.
6.
No
Assignment. The rights and obligations under this Agreement
shall inure to the benefit of and shall be binding upon the parties hereto
(including any person with which the Company may merge or consolidate) and upon
their respective heirs, executors and personal representatives. This Agreement
is otherwise nonassignable by Emissary without the prior written consent of the
Company.
7. Notices. Any
notices to be given hereunder by either party to the other may be given either
by personal delivery in writing or by mail, registered or certified, postage
prepaid with return receipt requested and shall be addressed to the parties at
the addresses provided by the other, but each party may change the address by
written notice in accordance with the paragraph. Notices delivered personally
will be deemed communicated as of two (2) business days after
mailing.
8. Severability. In
the event that any one or more of the provisions of this Agreement is held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions will not in any way be affected or impaired
thereby.
9. Governing Law. This Agreement
shall be interpreted under, and governed by, the laws of the State of New York,
without giving effect to the principles of conflicts of laws
thereof.
10. Counterparts. This
Agreement may be executed by the parties hereto in counterparts (including by
facsimile or other electronic transmission), each of which shall be deemed to be
an original, but all such counterparts shall constitute a single
instrument.
11. Survival. Whenever
in this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the legal representatives, successors and assigns of such
party. All covenants, promises and agreements in this Agreement, by
or on behalf of the parties hereto, shall inure to the benefit of the legal
representatives, successors and assigns of beneficiary party
thereto.
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IN
WITNESS WHEREOF, the parties have executed this agreement as of the date written
above.
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By:
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/s/ Xxxxxx Xxxx
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Name:
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Xxxxxx
Xxxx
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Title:
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Chief
Executive Officer
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EMISSARY
CAPITAL GROUP, LLC
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By:
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/s/ Xxxx Xxxxxx
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Name:
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Xxxx
Xxxxxx
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Title:
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Chief
Executive Officer
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