ALLIANCE ADVISORS, LLC
INVESTOR RELATIONS CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made this 1st day of March 2011, by and
between Iron Eagle Group, Inc., (OTC: IEAG), a Delaware Corporation
(hereinafter referred to as the "Company" or "IEAG"), and Alliance
Advisors, LLC (hereinafter referred to as the "Consultant" or "AA").
EXPLANATORY STATEMENT
The Consultant has successfully demonstrated financial and public
relations consulting expertise, and possesses valuable knowledge, and
experience in the areas of business finance and corporate
investor/public relations. The Company believes that the Consultant's
knowledge, expertise and experience would benefit the Company, and the
Company desires to retain the Consultant to perform consulting services
in the areas described above for the Company.
NOW, THEREFORE, in consideration of their mutual agreements and
covenants contained herein, and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and in further
consideration of the affixation by the parties of their respective
signatures and seals herein below, the parties agree as follows:
I. CONSULTING SERVICES
1.1 AA agrees that for a period of fifteen (15) months commencing
March 7, 2011, the Consultant will reasonably be available during
regular business hours to advise, counsel and inform designated
officers and employees of the Company about the financial
communications of a leading construction and contracting services
provider in the commercial and government markets. Additionally, AA
shall advise IEAG about the financial marketplace, competitors,
business acquisitions and other aspects of or concerning the Company's
business about which AA has knowledge or expertise.
1.2 AA shall render services to the Company as an independent
contractor, and not as an employee. All services rendered by AA on
behalf of the Company shall be performed to the best of AA's ability in
concert with the overall business plan of the Company and the goals and
objectives of Corporate Management and the Board of Directors.
1.3 Our Team for IEAG
Xxxx Xxxxxxxxx, President and Founder of Alliance Advisors, LLC
Xx. Xxxxxxxxx has been an active advisor and consultant to the
constituents of public companies since 1995. Many of his clients have
been NASDAQ, AMEX and NYSE firms with market capitalizations between
$50 million to $500 million. Over the last five years, he has served
as investor relations counsel to over 80 public companies. In
addition, Xx. Xxxxxxxxx is a limited partner of the private equity firm
Access America, L. P. and an active small cap investor. He has
operated in executive capacity of various public and private companies
in a diverse mix of industries. He has provided advisement on turn-
around situations, workouts, strategic alternatives and capital
formation strategies. From 1990 to 1995, he was employed by Mayflower
Group (A publicly traded transportation conglomerate). He left
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Mayflower as Vice President of Sales of their $300 million passenger
transport subsidiary after helping to successful sell the company to
Xxxxxxx, a NYSE firm. From 1987 to 1990, Xx. Xxxxxxxxx was an officer
in the U.S. Army serving with the7th U.S. Cavalry. He is a graduate of
West Point and holds an MBA in finance with honors with New York
University.
Xxxxxx Xxxxx, Senior Vice President of Alliance Advisors, LLC
Xxxxxx has been instrumental in building and executing both financial
communication programs and investor relations plans for a wide variety
of public companies for over 9 years. Xxxxxx brings to each program
the breadth of experience gained from serving a variety of companies
across many industries. He has gained much exposure to financial
markets in a wide variety of client situations ranging from crisis to
explosive growth. During this career he has been instrumental in
financing many companies both privately and publicly. Xxxxxx provides
guidance to all his clients such on matters such as improved trading
volume, the right mix of buy-side and sell-side distribution, relative
value appreciation and non-underwriter investment recommendations. He
has extensive experience in the creation and management of investor
relations and financial communications programs, including investor
marketing materials, investor days, annual meetings, annual reports and
conference calls. He has worked with many mid and large cap companies
including Sun Microsystems (SUNW), VF Corporation (VFC), Sterling
National Bank (STL), United Natural Foods (UNFI) and CIT Group (CIT).
In addition, Xxxxxx has done extensive work with the IR alliance
division of the American Stock Exchange that helped AMEX list companies
build communication programs. Xxxxxx is a graduate of Union College
with a degree in Economics.
II. SCOPE OF SERVICES/PROGRAMS/ACTIVITIES
AA will develop, implement, and maintain an ongoing stock market
support system for IEAG with the general objective of expanding
awareness in IEAG among stockbrokers, analysts, micro-cap
portfolio/fund managers, market makers, and the appropriate financial &
trade publications.
1. PROFESSIONAL INVESTMENT COMMUNITY AWARENESS
A. Introductions to professionals at select firms, with a focus on
members of the Financial Community in various geographic regions, both
in the United States, Canada and Europe.
The targeted group of professionals, which would be drawn from our
proprietary database of contacts will be a subset of the following:
1. Over 15,000 Equity Brokers
2. Over 800 Analysts (Buy and Sell Side - both generalists and
industry specialists)
3. Over 6,500 Micro-Cap Portfolio/Hedge Fund Managers
4. Over 120 Market Makers (both retail and wholesale)
5. Financial, Trade and Industry Publications
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A. Introductions to new fund managers and analysts (buy and sell side)
through the utilization of both Thomson One and other on-line tools
such as StreetWise, Etc.
B. Introductions to High Net-Worth accredited investors who build
positions in micro=-cap companies and are familiar with other quality
companies, which AA currently and previously represented.
C. Broker conference calls presentations arranged by AA in select
cities (and at compatible times) with top management at IEAG. Cities
we would schedule meetings include New York, Boston, Dallas, Denver,
Ft. Lauderdale, Houston, Atlanta, Chicago, LA, Minneapolis, Miami,
Orange County, CA, San Diego, San Francisco, D.C., and other select
cities.
D. All interested parties will be continually updated of Client's
progress via phone conversations and through our fax/e-mail list for
new releases.
E. AA will screen all investment firms for upcoming financial
conferences, which would be appropriate for IEAG. AA will work through
the proper channels with the xxxx of receiving invitations for
management to present at those conferences, which are relevant.
2. SHAREHOLDER COMMUNICATIONS
A. Handle investor requests for timely information via the telephone
and e-mail. AA will have a knowledgeable associate available during
market hours to field and respond to all investor inquiries in a timely
manner. This is a time intensive service that allows management to
focus on executing its business plan.
B. AA will provide same day fulfillment for all investor package
requests.
C. Quarterly Conference Calls to accompany the earnings release. AA
will assist with scripting these calls and monitoring the continuity to
ensure a sooth rollout for investors. Quarterly Interim-Reports
including a "CEO Letter" are an additional option to communicate with
shareholders on a consistent basis.
3. MEDIA RELATIONS
A. Our Media Department will develop a focus list of industry, trade
and financial publications and contact appropriate editors, review and
manage editorial calendars for relevant upcoming articles.
B. Financial Newsletter campaign. AA will work with our many
financial newsletter editors and publishers for a "Buy Recommendation"
for IEAG. The newletters we contact have a paid subscription base of
investors who focus solely on micro cap stocks and do not solicit
compensation for coverage. A "Buy Recommendation" can produce a great
deal of new investor interest and lends third party support and
opinion. AA has been able to achieve "Buy Recommendations" for former
and current clients in: The Kon-Lin letter, The Conservative
Speculator, Xxxx Xxxxx Digest, Xxxxxx Xxxxxxxxxxx'x Special Investment
Situations, The Patient Inve$tor, and Equities Special Situations.
Other publications we have worked with and will introduce IEAG to
include: The red Chip Review, Investor's Digest, The Quiet Investor,
Xxxxx Letter, High-Growth Newsletter, Bullish Investor, Low-Priced
Stocks, and the Micro-Stock Digest.
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4. THE FINANCIAL PRESS
A. AA will assist senior management to draft and complete press
releases on all material events as deemed by the Company. Management
ad corporate counsel will approve all releases before they are sent to
the wire.
B. AA will disseminate news releases through an electronic mail to our
established database of financial professionals including: special
situation analysts, brokers, fund managers, individual investors, money
managers, and current or prospective individual shareholders who are
already invested or have expressed an interest in IEAG.
III. AGENDA (Initial 180 days)
A. Establish a time line of expected corporate events.
B. Generate a two-page Corporate Profile, which clearly articulates
IEAG current business and financial position, as well as its strategy
fro future growth.
C. Assist IEAG in updating its investor package and investor
information via the company's corporate Web site. Assist the
Shareholders' letter and quarterly update.
D. Assist management in updating its PowerPoint presentation to
utilize during corporate presentations.
E. Target select brokers and micro-cap fund managers, which follow
growth companies that have a similar profile to IEAG.
F. Expand the number of market makers, which utilize retail support.
G. Plan in house broker meetings/conference calls in select cities.
Follow up with phone calls to gauge management's effectiveness in
articulating the story. Give feedback and make appropriate changes to
properly position the company and growth opportunity.
H. Target newsletter editors and publishers for a "Buy
Recommendation". Focus on Trade, Financial and Industry Publications
for appropriate stories on IEAG's services, attributes and value
proposition to the marketplace.
I. Target "Buy" and "Sell" side analysts for a "Buy Recommendation".
J. Maintain and update the database to ensure that all press releases
are faxed and/or e-mailed to all interested professionals.
K. Manage all investor calls in a timely manner to facilitate the
timely distribution of corporate information. Focus on educating
professional shareholders, with the premise that an informed investor
will become a longer term investor.
L. Contact Brokerage Firms who hold conferences for the purpose of
receiving an invitation for management to present.
Many of the above items will occur simultaneously. Certain items will
have chronological priority over others, however, for the most part
agenda items will progress in unison throughout the initial 180-day
period. As IEAG grows and evolves, we will recommend changes to the
Agenda that compliment the growth. As the company continues to execute
its strategic plan by signing new installation contracts and completing
strategic acquisition, which will compliment its growth, we will target
an expanded universe of brokers, analysts and portfolio/fund managers.
At each stage of growth, the appropriate approach to the market will be
incorporated into the agenda for optimal results. A new formal Agenda
will be created after the 180-day period, or earlier if necessary.
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Assuming that IEAG's efforts are leading ultimately to success and
greater profitability, the end results of this financial communication
and awareness campaign should be:
*An increase in the number of financial professions (including brokers,
institutions and analysts) and individual investors well educated and
knowledgeable about IEAG; including senior management, the company's
services, as well as its current financial condition and growth
opportunities.
*An increase in the number of articles printed in both trade and
financial publications.
*An increase in the liquidity of the common stock.
*An increase in IEAG's market capitalization coupled with a broader,
more diverse shareholder base.
*Easier access to the capital markets, if additional capital is
required.
IV. TERM
This agreement shall remain in effect for a period commencing on the
signature date and terminating fifteen months from signing date. At
the nine-month anniversary either party will have the option to
terminate the agreement with 30 days' notice. In the event that IEAG
does not close on a financing of $300,000 or more within three (3)
months of the start date, IEAG will have the right to terminate this
agreement. In the event that AA commits any material breach or
violation of the provisions of this Agreement, then, the Xxxxx has the
right to terminate this agreement any time during the contractual
period and/or any extension periods after the initial contractual
period.
V. COMPENSATION
Regarding compensation, it is our intention to propose parameters that
are mutually acceptable to both IEAG and AA in order to accomplish our
collective mission. Based on a commitment of resources necessary to
perform successfully on behalf of IEAG for a period of fifteen (15)
months, Alliance Advisors, LLC proposes the following compensation
terms:
Cash and Equity
A. There will be no cash fees for the first three (3) months of
service. Starting at the beginning of the fourth (4) month of service,
monthly consulting and services fee of $5,000 will be payable at the 7th
of each month for the term of the contract. Upon IEAG closing on a
financing transaction of $10 million or more, the monthly consulting
fee shall immediately be increased to $7,500 per month. Following a
successful listing on the American Stock Exchange or the NASDAW the
monthly consulting shall be $8,500 per month.
B. Forty Thousand (40,000) shares of 144 restricted shares shall be
delivered during the first thirty days of this Agreement for the first
three (3) months of this agreement. At the end of three months,
another Forty Thousand (40,000) shares of 144 restricted stock shall be
delivered for the next six (6) months of service. At the end of month
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nine (9), another Forty Thousand (40,000) shares of 144 restricted
stock shall be delivered for the remaining six months of service. AA
acknowledges that the New Shares have not been and will not be
registered under the federal Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any state of the United
States or any other jurisdiction, and that the New Shares will
constitute "restricted securities" as defined in Rule 144 under the
Securities Act (which Rule 144 permits sales after a 6 month
restrictive term). The New Shares are for AA's own account for
investment and not for the interest of any other person and, except for
subsequent sales as permitted under Rule 144 or other exceptions from
registration; AA is not purchasing the New Shares resale to others or
with a view to or for sale in connection with any distribution thereof.
AA is an "Accredited Investor" (as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act). AA will not resell
or otherwise dispose of the New Shares or any interest therein at any
time unless (i) an exemption from registration is available and, if
IEAG requests, IEAG receives an opinion of counsel reasonably
satisfactory to it that such exemption is available, or (ii) such
securities are subsequently registered under the Securities Act and
appropriate state securities laws. The shares will be entitled to
piggyback registration rights in the event that a registration
statement is filed during the term of this Agreement.
Expenses: Only expenses that would ordinarily be incurred by the
Client will e billed back on a monthly basis. Applicable
reimbursements would include: postage for investor packages or research
reports (if our office provides fulfillment), fees for news wire
services (if our office disseminates news releases), and fees for fax-
broadcasting news releases. The Client shall provide AA all investor
and broker due-diligence packages. Any packages requiring additional
photocopying/printing will be billed back to the Client at cost (with
no xxxx-up). Any extraordinary items, such as broker lunch
presentations, air travel, hotel, ground transportation or media
campaigns, etc. shall be paid by the Client, only with Client
authorization prior to incurring any expenses. Any expenses over $500
within a calendar month shall be subject to pre-approval by the
Company.
VI. Prior Restriction. AA represents and covenants to the Company that
AA is not subject to, or bound by, any agreement which sets forth or
contains a restrictive covenant, the existence or enforcement of which
would in any way restrict or hinder AA from performing the services on
behalf of the Company that AA is herein agreeing to perform.
VII. Assignment. This Agreement is personal to AAS and may not be
assigned in any way by AA without the prior written consent of the
Company. Subject to the foregoing, the rights and obligations under
this Agreement shall inure to the benefit of, and shall be binding upon
the heirs, legatees, successors and permitted assigns of AA and upon
the successors and assigns of the Company.
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VIII. Confidentiality. Except as required by law or court order, AA
will keep confidential any trade secrets or confidential proprietary
information of the Company which are no known to AAS or which
hereinafter may become known to AAS and A shall not at any time
directly or indirectly disclose or permit to be disclosed any such
information to any person, firm, or corporation or other entity, or use
the same in any way other than in connection with the business of the
Company. For purposes of this Agreement, "trade secrets or
confidential proprietary information" means information unique to the
Company, which has a business purpose and is not known or generally
available to the public.
IX. Default.
9.1 Except for a claim or controversy arising under Section 6 of this
Agreement, any claim or controversy arising under any of the provisions
of this Agreement shall, at the election of either party hereto, be
determined by arbitration in Westchester County, New York in accordance
with the rules of the American Arbitration Association. The decision
of the Arbitrator shall be binding and conclusive upon the parties.
Each party shall pay its own costs and expenses in any such arbitration
and the costs of filing for the arbitration, and the fees of the
arbitrator shall be shared equally by the parties.
9.2 In the event AA commits any material violation of the provisions
of this Agreement, as determined by the Company in good faith, the
Company may, by injunctive action, compel AA to comply with, or
restrain AA from violating, such provision, and, in addition, and not
in the alternative, the Company shall be entitled to declare AA in
default hereunder and to terminate this Agreement and any further
payments hereunder.
9.3 Since AA must at all times rely upon the accuracy and completeness
of information supplied to it by the Company's officers, directors,
agents, and employees, the Company agrees to indemnify, hold harmless,
and defend AA, its officers, agents, and employees at the Company's
expense, in any proceeding or suit which may arise out and/or due to
any inaccuracy or incompleteness of such material supplied by the
Company to AA.
X. Severability and Reformation. If any provision of this Agreement
is held to be illegal, invalid, or unenforceable under present or
future law, such provision shall be fully severable, and this Agreement
shall be construed and enforced as if such illegal, invalid or
unenforceable provision were never a part hereof, and the remaining
provisions shall remain in full force and shall not be affected by the
illegal, invalid, or unenforceable provision, or by its severance.
XI. Notices. Any notices required by this Agreement shall (i) be made
in writing by hand delivery, by certified mail, return receipt
requested, with adequate postage prepaid, or by overnight courier
delivery service for the next day delivery (ii) be deemed given when so
delivered, two days after mailing, or the day following delivery to the
overnight courier delivery service, and (iii) in the case of the
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Company, be mailed to its principle offices at 00 Xxxx 00xx Xxxxxx,
Xxxxx 00X, Xxx Xxxx, XX, 00000 in the case of AA, be mailed to be
mailed to X.X. Xxx 000, 00 Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx, XX 00000.
XII. Miscellaneous.
12.1 This Agreement may not be amended, except by a written instrument
signed and delivered by the parties hereto.
12.2 This Agreement constitutes the entire understanding between the
parties hereto with respect to the subject matter hereof, and all other
agreements relating to the subject matter hereof are hereby superseded.
12.3 This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed, under seal this
Consulting Agreement as of the day and year first above written.
AGREED:
By: /s/Xxxx Xxxxxxxxx By: /s/Xxxxx Xxxxxxx
-------------------- -------------------
Xxxx Xxxxxxxxx, President Xxxxx Xxxxxxx, CEO
Alliance Advisors, LLC Iron Eagle Group, Inc.
Date: March 1, 2011 Date: 3/2/11
