CONSULTING AGREEMENT
EXHIBIT
10-5
THIS
AGREEMENT FOR CONSULTING SERVICES ("Agreement") is entered into and effective as
of August 20, 2009 by and between Xxxxx Xxxxxxx ("Consultant"), and Signature
Exploration and Production Corp., a Delaware corporation ("Signature
Exploration").
1. RECITAL
This
Agreement is entered into with reference to and in contemplation of the
following facts, circumstances and representations:
1.1
Signature
Exploration desires to engage the services of the Consultant.
1.2 The
Consultant desires to provide services to Signature Exploration pursuant to the
terms and conditions set forth herein.
2. NATURE
AND EXTENT OF CONSULTING SERVICES
2.1 Term of
Agreement. This Agreement shall be for a term of one (1) year
and may be renewed at the company’s options at the end of the term.
2.2 Duties of Consultant During
the term of this Agreement. Consultant shall provide assistance and
advice concerning Signature Exploration’s oil and gas exploration and production
operations. As such, the Consultant will assist in identifying
potential oil and gas prospects.
2.3 Devotion to
Duty. Consultant agrees to devote such time as is reasonable
on an "as needed" basis with respect to the requirements necessary. Consultant
is free to represent or perform services for other clients, provided it does not
interfere with the duties contained in this Agreement.
2.4 Duties of Signature
Exploration. Signature Exploration shall provide Consultant,
on a regular and timely basis, with all approved data and information about it,
its subsidiaries, its management, its products and services and its operations
as shall be reasonably requested by Consultant, and shall advise Consultant of
any facts which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph.
2.5 Compensation. In
consideration of entering into this Agreement, Signature Exploration, the
Consultant will be granted a non-qualified option to purchase up to 4,000,000
shares of Company common stock under the Company’s 2007 Amended Stock Option
Plan at an exercise price equal to fifty percent (50%) of the average closing
bid price for the three day period prior to notice of
exercise. Subject to the Consultant’s acceptance of this agreement,
the option will be considered fully earned upon the execution of this
document. The Consultant’s option will be subject to the terms and
conditions of the Company’s 2007 Amended Stock Option Plan and standard form of
stock option agreement, which the Consultant will be required to sign as a
condition of receiving the option. Stock optioned by the Consultant pursuant to
this agreement will have been registered in an S-8 registration. The stock
underlying the Option will be immediately freely tradeable, without legend, and
unencumbered in any manner. Notwithstanding anything to the contrary in this
Agreement, the Consultant will only be allowed to purchase shares upon the
exercise of the option or portion thereof to the extent that, at the time of the
purchase, the purchase will not result in the Consultant beneficially owning
more than 9.9% of the issued and outstanding common shares of Signature
Exploration.
2.6 Nondisclosure of
Information. Consultant agrees that it will not at any time,
in any fashion, form or manner, either directly or indirectly, divulge, disclose
or communicate to any person, firm or corporation, in any manner whatsoever, any
information of any kind, nature or description concerning any matters affecting
or relating to the business of Signature Exploration.
2.7 Assignment of
Agreement. Due to the personal nature of the services to be
rendered by the Consultant, this Agreement may not be assigned by the Consultant
without the prior written consent of Signature Exploration.
2.8 Prohibited
Activities. The Consultant is prohibited from offering
services in connection with the offer or sale of securities in a capital-raising
transaction and cannot directly or indirectly promote or maintain a market for
Signature Exploration’s securities.
3. CO-OPERATION,
ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES
3.1 Co-operation of
Parties. The parties further agree that they will do all
things necessary to accomplish and facilitate the purpose of this Agreement and
that they will sign and execute any and all documents necessary to bring about
and prefect the purposes of this Agreement.
3.2 Arbitration. The
parties hereby submit all controversies, claims, and matters of difference
arising out of this Agreement to arbitration in the state of
Delaware. This submission and agreement to arbitrate shall be
specifically enforceable. The Agreement shall further be governed by
the laws of Delaware.
3.3 Interpretation of
Agreement. The parties agree that should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing such provisions or any part of or the entire Agreement in
favor of or against any party herein, but rather by construing the terms of this
Agreement fairly and reasonably in accordance with their generally accepted
meaning.
3.4 Modification of
Agreement. This Agreement may be amended or modified in any
way and at any time by an instrument in writing, signed by each of the parties
hereto, stating the manner in which it is amended or modified. Any
such writing amending or modifying of this Agreement shall be attached to and
kept with this Agreement.
3.5 Legal
Fees. If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable legal fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
3.6 Entire
Agreement. This Agreement constitutes the entire Agreement and
understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
cancelled by this Agreement.
3.7 Counterparts. This
Agreement may be signed in one or more counterparts.
3.8 Facsimile Transmission
Signatures. A signature received pursuant to a facsimile
transmission shall be sufficient to bind a party to this Agreement.
DATED
this 20th day of August, 2009.
Signature
Exploration and Production Corp.
/s/ Xxxxxx
Xxxxxx
By: Xxxxxx
Xxxxxx, Chief Financial Officer
Xxxxx
Xxxxxxx
Consultant
/s/ Xxxxx
Xxxxxxx
Xxxxx
Xxxxxxx, Individual
