Exhibit 10.10
Investor Relations Service Agreement
Dated as of May 15, 2007
By and Between
PROMINENCE MEDIA CORPORATION
And
VOYAGER PETROLEUM INC.
Investor Relations Service Agreement
Page 2 of 9
Investor Relations Service Agreement
This investor relations service agreement (the "Agreement"), dated as
of May 15, 2007, is made by and between Prominence Media Corporation, a
corporation organized and existing under the laws of the State of Colorado with
its principal place of business located at 0000 X. Xxxxx Xxxx. Xxxxx 000, Xxx
Xxxxx XX 00000 ("Prominence") and Voyager Petroleum Inc. ("Voyager") having an
address at 000 Xxxx Xxxxx Xxxxxx-Xxxxx 000X, Xxxxxxxx, XX 00000, (the "Client"
and together with Prominence, the "Parties").
W i t n e s s e t h:
WHEREAS, Prominence is an international investor relations and
consulting firm with experience and expertise in the development and
distribution of information with regard to publicly traded companies;
WHEREAS, Client is a public company whose key focus is to identify
environmentally conscious products and methods of processing those products and
desires to engage Prominence to make Voyager's name and business affairs better
known to its other shareholders, potential investors, brokerages, industry
partners, fund managers, investment bankers and media outlets (collectively, the
"Investor Community") and Prominence desires to provide such services to the
Client, subject to and in accordance with the terms of this Agreement,
NOW THEREFORE, in consideration of the premises and of the mutual
covenants, representations, warranties and agreements herein contained, the
Parties agree as follows:
Section 1. Construction and Interpretation
1.1. Captions and Section Numbers
The headings and section references in this Agreement are for convenience of
reference only and do not form part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provisions thereof.
1.2. Extended Meanings
The words "hereof", "herein", "hereunder", "hereto" and similar expressions used
in any clause, paragraph or section of this Agreement and any Schedules and/or
Exhibits hereof will relate to the whole of this Agreement including any such
Schedules and Exhibits and not to that clause, paragraph or section only, unless
otherwise expressly provided.
1.3. Section References and Schedules
Any reference to a particular "article", "section", "paragraph" or other
subdivision of this Agreement and any reference to a schedule, exhibit or
addendum by name, number and/or letter will mean the appropriate schedule,
exhibit or addendum attached to this Agreement and by such reference is
incorporated into and made part of this Agreement.
Section 2. Engagement
2.1. Term
This Agreement shall become effective upon execution hereof and shall continue
thereafter and remain in effect for a period of one (1) year (the "Term"),
unless extended by the Parties, in writing. Notwithstanding anything contained
in this Agreement to the contrary, the Parties agree that Prominence shall not
be obligated to provide any services relating to this Agreement until such time
that the agreed upon payment detailed in Schedule 2.4 attached hereto has been
received by Prominence and its affiliates.
Investor Relations Service Agreement
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2.2. Description of Services
During the term of this Agreement, for the purpose of raising investor awareness
of Voyager and its business affairs, Prominence and or its affiliates shall
provide to the Client investor relations services as set forth in Schedule 2.2
of this Agreement (collectively, the "Services"). Said Services shall be
performed from such location(s) that Prominence determines to be most
advantageous to the Client and to the provision of such services by Prominence.
2.3. Limitations on Services
Client recognizes and acknowledges that any services or work performed and/or
provided to Client by Prominence, may be restricted by or subject to certain
responsibilities and other obligations imposed by federal, state and other
securities laws and regulations.
2.4. Fees and Expenses
2.4.1. COMPENSATION. Compensation payable to Prominence in
consideration for services performed under this Agreement shall be paid
by Client upon execution hereof in accordance with the terms set forth
in SCHEDULE 2.4, ATTACHED HERETO:
2.4.2. EXPENSES. All expenses, including out of pocket expenses,
incurred by Prominence in providing the Services under this Agreement
shall be the sole responsibility of Prominence. Such expenses shall
include, but shall not be limited to, expenses for delivery services,
telephone and fax charges, compensation to third party vendors,
copywriters, xxxxx xxxxxxx, art and graphic personnel, printing, and
other expenses incurred as a result or relating to the Services
provided by Prominence under this Agreement.
Section 3. Client's Obligations and Representations
3.1. Obligation to Provide Updated and Accurate Information
3.1.1. Client shall be responsible to provide Prominence, on a regular
and timely basis, with such data and information about Voyager`s products,
management and operations, in order to allow Prominence to render its Services
under this Agreement.
3.1.2. Client shall promptly provide Prominence with full and complete
copies of all filings made with any federal and state securities agencies, all
shareholder reports and communications that have been made available to Client,
whether or not previously prepared by or viewed by Prominence, all public data
and information supplied to any analyst, broker-dealer, market maker, or other
members of the financial community concerning Voyager, which are in the
possession of Client, and with all product/services brochures, sales materials,
etc. of Voyager that have been distributed generally and are in the possession
of Client.
3.1.3. All data and information provided by Client shall be accurate
and complete as of the time and date such information is provided to Prominence.
In addition, Client shall have the sole responsibility of advising Prominence of
any and all facts which could affect the accuracy of any data and information
previously provided to Prominence by Client, as to allow Prominence to take
necessary or required corrective action in a timely and informed manner.
3.1.4. Client shall cooperate fully and timely with Prominence to
enable Prominence to perform its duties and obligations under this Agreement,
and provide Prominence with any and all information requested by Prominence,
which is generally available or in the possession of Client, in assessing the
completeness and accuracy of the information provided by Client.
Investor Relations Service Agreement
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3.1.5. Client shall act diligently and promptly in reviewing materials
submitted to it by Prominence to enable a timely distribution of such materials
and shall inform Prominence of any inaccuracies contained therein within a
reasonable time prior to the projected or known publication date.
3.2. Compliance with Laws
Client's data, reports, and any and all other information provided to Prominence
shall be provided subject to and in accordance with all applicable statutes,
regulations and rules, including, the Securities Act of 1933, the Exchange Act
of 1934, and the rules and regulations promulgated thereunder.
3.3. Information Not to be Included in Client's Offerings
Client acknowledges and agrees that Prominence reports and/or any analysis or
other information are not intended and shall not be used in connection with or
form part of any offering of Voyager's securities.
3.4. AUTHORITY TO ACT. The Client hereby represents and warrants that this
Agreement has been approved by resolution of the Client's Board of Directors, a
copy of which is attached hereto and the President of the Company has been
authorized to execute this Agreement on behalf of the Company.
Section 4. Representations and Warranties
4.1. Client's Representations and Warranties
4.1.1. Continuing Representation of Accuracy of Information
Client shall be deemed to make continued representation of the accuracy
of any and all material facts, materials, information, and data
supplied by Client to Prominence and Client acknowledges its awareness
that Prominence will rely on such continuing representation in
disseminating such information and otherwise providing its Services
under this Agreement.
4.1.2. No Representation of Broker Dealer
Client understands that Prominence is not a broker dealer or a
registered investment advisor and is not acting in any way to make
recommendations concerning the purchase or sale of any security, and
will make no offer to buy or sell any security.
4.1.3. Independent Legal Advice
Client represents that it received an independent legal advice from its
counsel, who has reviewed this agreement prior to its execution.
4.2. Prominence's Representations and Warranties
4.2.1. Prominence shall provide Client, on a timely basis, with all the
Services undertaken by Prominence pursuant to this Agreement.
4.2.2. Prominence's activities pursuant to this Agreement or as
contemplated by this Agreement shall not deem Prominence acting as a securities
broker or dealer under federal or state securities laws. Furthermore, Prominence
shall recommend that any potential investor considering investment in Voyager or
trading in Voyager's securities shall contact a stockbroker or registered
financial advisor prior to making any such investment decision.
Investor Relations Service Agreement
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4.2.3. Prominence acknowledges that, as of the date of this Agreement,
it is not under and is unaware of any Securities and Exchange Commission
hearings, proceedings or investigation. Prominence further agrees that it will
immediately notify Client, in writing, should it be under or become aware of any
such action(s), unless the same is prohibited by law.
Section 5. Indemnification by Client and Prominence
Client hereby agrees and acknowledges that Prominence relies on information
provided by Client for a substantial part of its preparations and reports, and
Client hereby represents that said information shall be neither false nor
misleading, and agrees to indemnify, defend and hold harmless Prominence and its
directors, officers, employees, agents and independent contractors from and
against any losses, liabilities, damages, deficiencies, costs or expenses
(including interest, penalties and reasonable attorneys' fees), based upon,
arising out of or otherwise due to any breach of any representation, warranty,
covenant or agreement of the Client contained in this Agreement, including any
information supplied to Prominence by Client that is materially false or
misleading.
Client further agrees to hold harmless Prominence and its directors, officers,
employees, agents and independent contractors, from any claims relating to,
arising out of or in connection with Prominence's Services provided under this
Agreement unless Prominence is found to have been negligent or willfully
disseminated false or misleading information with regard to Voyager or its
operations, which is the subject matter of such claim and/or loss.
Prominence hereby agrees and acknowledges that Client relies on the fact that
information contained in press releases and other written promotional material
prepared by Prominence shall be neither false nor misleading, and agrees to
indemnify, defend and hold harmless Client, its directors, officers, employees,
agents and independent contractors from and against any losses, liabilities,
damages, deficiencies, costs or expenses (including interest, penalties and
reasonable attorneys' fees), based upon, arising out of or otherwise due to any
breach of any representation, warranty, covenant or agreement of Prominence
contained in this Agreement, including any information disseminated by
Prominence that is materially false or misleading, unless such information was
provided to Prominence by Client.
Prominence further agrees to hold harmless Client and its directors, officers,
employees, agents and independent contractors, from any claims relating to,
arising out of or in connection with Prominence's Services provided under this
Agreement including violations of any federal securities law or any rule or
regulation promulgated thereunder, unless Client is found to have been negligent
or willfully disseminated false or misleading information with regard to the
Client or its operations, which is the subject matter of such claim and/or loss.
SECTION 6. CONFIDENTIALITY
Prominence recognizes and acknowledges that by reason of Prominence's retention
by and service to the Client before, during and, if applicable, after the Term,
Prominence will have access to certain confidential and proprietary information
relating to the Client's business, which may include, but is not limited to,
trade secrets, trade "know-how," product development techniques and plans,
formulas, customer lists and addresses, financing services, funding programs,
cost and pricing information, marketing and sales techniques, strategy and
programs, computer programs and software and financial information (collectively
referred to as "Confidential Information"). Prominence acknowledges that such
Confidential Information is a valuable and unique asset of the Client and
Prominence covenants that it will not, unless expressly authorized in writing by
the Client, at any time during the Term use any Confidential Information or
divulge or disclose any Confidential Information to any person, firm or
corporation except in connection with the performance of Prominence's duties for
the Client and in a manner consistent with the Client's policies regarding
Confidential Information. Prominence also covenants that at any time after the
termination of this Agreement, directly or indirectly, it will not use any
Confidential Information or divulge or disclose any Confidential Information to
any person, firm or corporation, unless such information is in the public domain
through no fault of Prominence or except when required to do so by a court of
law, by any governmental agency having supervisory authority over the business
Investor Relations Service Agreement
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of the Client or by any administrative or legislative body (including a
committee thereof) with apparent jurisdiction to order Prominence to divulge,
disclose or make accessible such information. All written Confidential
Information (including, without limitation, in any computer or other electronic
format) which comes into Prominence's possession during the Term shall remain
the property of the Client. Except as required in the performance of
Prominence's duties for the Client, or unless expressly authorized in writing by
the Client, Prominence shall not remove any written Confidential Information
from the Client's premises, except in connection with the performance of
Prominence's duties for the Client and in a manner consistent with the Client's
policies regarding Confidential Information. Upon termination of this Agreement,
Prominence agrees to return immediately to the Client all written Confidential
Information (including, without limitation, in any computer or other electronic
format) in Prominence's possession.
Section 7. Miscellaneous
7.1. Amendments
This Agreement may be modified or amended, provided such modifications or
amendments are mutually agreed upon by the Parties hereto and that said
modifications or amendments are made in writing and signed by both Parties.
7.2. Severability
If any provision of this Agreement shall be held to be contrary to law, invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable.
7.3. Arbitration
Any and all disputes arising out of or relating to the interpretation,
application, formation, or the termination of this Contract shall be subject to
binding and final arbitration in Chicago, Illinois pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Any decision issued
there from shall be binding upon the parties and shall be enforceable as a
judgment in any court of competent jurisdiction. The prevailing party in such
arbitration or other proceeding shall be entitled, in addition to such other
relief as many be granted, to a reasonable sum as and for attorney's fees in
such arbitration or other proceeding which may be determined by the arbitrator
or other officer in such proceeding. If collection is required for any payment
not made when due, the creditor shall collect statutory interest and the cost of
collection, including attorney's fees whether or not court action is required
for enforcement. The prevailing party in any such proceeding shall also be
entitled to reasonable attorneys' fees and costs in connection with all appeals
of any judgment
7.4. Non-waiver
The failure of either Party, at any time, to require any such performance by any
other Party shall not be constructed as a waiver of such right to require such
performance, and shall in no way affect such Party's right to require such
performance and shall in no way affect such Party's right subsequently to
require full performance hereunder.
7.5. Entire Agreement
This Agreement and the documents referred to herein contain the entire
understanding of the Parties hereto with respect to the subject matter contained
herein. This Agreement shall supersede all prior agreements and understandings
between the Parties with respect to the transaction contemplated herein.
Investor Relations Service Agreement
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7.6. Notices
Any notice or other communications required or permitted under this Agreement
shall be sufficiently given if delivered in person or sent by facsimile or by
overnight registered mail, postage prepaid, addressed as follows:
If to Prominence, to: 0000 X. Xxxxx Xxxx. Xxxxx 000
Xxx Xxxxx XX 00000
Attn: Xxxxxx Xxxxxxx
If to Client, to: Voyager Petroleum, Inc.
000 Xxxx Xxxxx Xxxxxx-Xxxxx 000X
Xxxxxxxx, XX 00000
Attn: Xxxxxxxxx X. XxXxxx
7.7. Counterparts
This Agreement may be executed in any number of counterparts, including
counterparts transmitted by telecopier or facsimile transmission, any one of
which shall constitute an original of this Agreement. When counterparts of a
facsimile copy has been executed by the Parties, they shall have the same effect
as if the signatures to each counterpart or copy were upon the same document and
copies of such documents shall be deemed valid as upon the request of any Party.
7.8. Limitation of Prominence Liability
In the event Prominence fails to perform its work or services hereunder, its
entire liability to Client shall not exceed the lesser of (i) the amount of
compensation Prominence has received from Client under this Agreement; or (ii)
the actual damage caused to Client as a direct result of non-performance.
7.9 ATTORNEY FEES. If a dispute arises between the Parties hereto and such
dispute can only be resolved by litigation then, in such case, the prevailing
party in such litigation shall be entitled to recover all costs of such action,
including but not limited to reasonable attorney fees.
7.10. GOVERNING LAW. This Agreement shall be subject to and governed by the laws
of the State of Illinois.
IN WITNESS WHEREOF, each of the Parties hereto has caused its name to be
hereunto subscribed as of the day and year first above written.
PROMINENCE MEDIA CORPORATION
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: ASO
VOYAGER PETROLEUM INC.
By: /s/ Xxxxxxxxx X. XxXxxx
Name: Xxxxxxxxx X. XxXxxx
Title:President
Schedule 2.2.
Description and Scope of Services
During the term of this Agreement, in order to raise investor awareness of
Voyager, its business operations and affairs, Prominence shall provide services,
including the following:
Prominence shall act, generally, to distribute press releases, and other such
promotional material as may be provided to Prominence by Voyager, by essentially
acting:
(i) as liaison between Voyager, its shareholders and potential investors;
(ii) as an advisor to Client with respect to communications and information,
which may include, but is not necessarily limited to, the writing of a corporate
profile, the preparation (or having third parties acceptable to client do the
same) of research reports and planning, developing, designing, organizing,
writing and distributing such communications and information, subject to and in
compliance with applicable laws and regulations.
Prominence shall seek to make Voyager, its management, its operations, and its
financial condition and prospects better known to the business publications,
investor media, broker-dealers, fund managers, institutional investors, market
makers, analysts, investment advisors, and other members of the financial
community as well as the general public.
Disclaimer
Prominence as the preparer of certain promotional materials, makes no
representation and/or warranties to Client, or others, that
(a) its efforts or Services will result in any enhancement to
Client or to Voyager.;
(b) the price of Voyager's publicly traded securities will
increase;
(c) any person will purchase Voyager's securities, or
(d) any investor will lend money to and/or or invest in or
with Voyager.
Client's Signature below indicates that it has read, understands and agrees to
the description of Services and the Disclaimer appearing above.
By Client: /s/ Xxxxxxxxx X. XxXxxx
-----------------------------
Name: Xxxxxxxxx X. XxXxxx
Title: President
Schedule 2.4.
Compensation
Compensation payable to Prominence under this Agreement shall be paid in the
following manner:
Upon execution of this Agreement Prominence shall receive 4 million "restricted"
shares of Voyager's common stock and 4 million Common Stock purchase warrants
exercisable at $0.15 per share for 3 years. Such shares are duly authorized by
all necessary corporate and stockholder actions of Voyager, validly issued in
all other respects, fully paid and non-assessable. It is further understood
between the parties that the share purchase warrants only, have piggyback
registration rights.
For all other services not expressly covered by this Agreement, Client shall
only be required to pay for such additional services if and subject to Client's
prior written consent.
By Client: /s/ Xxxxxxxxx X. XxXxxx
-----------------------
Name: Xxxxxxxxx X. XxXxxx
Title: President
