Exhibit 99.7
Consultant Agreement
KNIGHTSBRIDGE CAPITAL
November 10, 2003
Bravo Foods International Corp.
00000 X.X. Xxxxxxx Xxx, Xxxxx 000
Xxxxx Xxxx Xxxxx, XX 00000
Attn: Xx. Xxx Xxxxxx, Chief Executive Officer
Gentleman:
Knightsbridge Holdings, LLC, ('Knightsbridge") is pleased to he
retained on the terms and conditions set forth in this letter of engagement
("Engagement Letter") as a consultant to your company, Bravo Foods
International Corp. (the "Company"), collectively (the "Parties") to assist
in a variety of areas relating to the financial, strategic, and related
developmental growth of the Company (the "Engagement").
1. Services of Knightsbridge.
--------------------------
For the Term of Engagement (as hereinafter defined), and with your
general knowledge and consent, we agree to provide to the Company a range
of consultative and related services which may, but which will not
necessarily, include the following: (i) identifying, evaluating and
advising in relation to the Company's current structural (including
business model), financial, operational, managerial, strategic and other
needs and objectives, (ii) preparing and coordinating with the Company and
others in the development of business plans, investor presentations and
financial models, (iii) identifying potential merger, acquisition,
divestiture, consolidation or other combination ("M&A Transaction")
opportunities and negotiating, structuring and advising in connection with
potential M&A Transactions, (v) advising and assisting the Company in
connection with the preparation of any registration statements, periodic or
other SEC reports or proxies, and (vi) coordinating with, and advising in
connection with the activities of, Outside Professionals, including without
limitation attorneys, accountants, market professionals, etc.
2. Term of Engagement.
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The Engagement shall be effective for a period of twelve (6) months
commencing on the date first appearing above (the "Term of Engagement").
After the Term of Engagement expires, the Engagement shall automatically
renew on a month-to-month basis, subject to the right of the Company and/or
Knightsbridge to terminate the Engagement as of the end of any given month
by giving written notice to the other party at least thirty (30) days
notice ("Termination"). As clarification, said right of termination shall
commence upon the seven month anniversary of this signing Agreement.
Notwithstanding the foregoing, should Knightsbridge be unsuccessful in
reaching an accommodation with the Keshet investor group and the Company,
than irrespective of the other work performed for the Company, the Company
shall, at its option shall have the right to cancel this agreement with no
obligation.
3. Compensation.
-------------
In consideration for the services rendered by Knightsbridge to the
Company pursuant to the Engagement (and in addition to the expenses
provided for in Paragraph 4 hereof), and throughout the Term of Engagement,
the Company shall compensate Knightsbridge as follows:
3.1 Engagement Retainer.
--------------------
3.1.1 Monthly Retainer. Knightsbridge shall waive its
retainers until such time as a transaction as more fully
described in Section 3.1.2 below is consummated. At that time,
the Company shall remit to Knightsbridge a retainer in the
amount of $2,500 per month due and payable on the first of each
month during the Term of this Agreement. Knightsbridge, may, at
its option, take payment in the form of registered shares of
common stock using a formula that divides the amount due by the
closing bid price of the Company's common stock as of the date
the invoice is due and payable.
3.1.2 Equity-Based Compensation. Company agrees to pay to
Knightsbridge or its assignees, common stock of the Company, in
an amount equal to 750,000 of the fully diluted, shares of the
common stock of the Company. Of this amount, 250,000 shares of
the common stock shall be registered or otherwise unrestricted
with the balance to be issued in restricted form. Company shall
file a registration statement covering the unregistered shares
within 90 days of the date of this Agreement. Company shall use
its best efforts to enable the registration statement to become
effective at the earliest possible time. The specific projects
and scope of work of Knightsbridge shall be more fully
described in Exhibit 'A' attached hereto.
3.2.1 Financing Transactions (Knightsbridge
Introduction). For purposes of any Financing Transactions
involving any Financing Source directly or indirectly to the
Company by Knightsbridge, and whether occurring during the Term
of Engagement or during a period ending two (2) years following
Termination, Additional Compensation shall be payable to
Knightsbridge upon the closing thereof in accordance with the
following schedule where "Consideration" shall mean (i) the
total amount of gross proceeds received by, or otherwise
deliverable to, the Company without condition as part of any
such Financing Transaction, and (ii) any common stock or other
securities of the Company (including without limitation any
warrants, options and/or convertible securities) issued or
otherwise transferred as a direct or indirect part of such
Financing Transaction. Debt financing shall include but not be
limited to any on or off balance sheet financing, mortgages,
debentures, notes, factoring, receivables financing, or credit
facilities introduced directly or indirectly to the Company by
Knightsbridge. Financing transactions in which securities
convert into Common Stock of the Company shall, for purposes
under this subsection, be deemed to have been funding using
the Debt Financing schedule below and subsequently they shall
be deemed to have used the Equity Financing schedule below
(Company is only responsible for the difference between the two
fees upon conversion) as of the date upon which these
securities convert to Capital Stock of the Company.
(i) Consideration Amount of Additional
Compensation
Equity Financing: --------------------
$0 to $1,000,000 7%
$1 million $5 million 6% of Consideration
$5 million+ $310,000 + 1.5% of
Consideration
in excess of $5 mil for equity
financing.
Debt Financing
80 to S 1.000,000 2.5%
$1 million to $5 million 2% of Consideration
$5 million+ $65,000 + 1% of Consideration
in excess of $5 million for
debt financing. And;
(ii) Any Securities issued by or to the Company: 5% (in kind)
3.2.2 M&A Transactions (Knightsbridge Introduction). For
purposes of any M&A Transactions involving any entity or
entities originally introduced directly or indirectly to the
Company by Knightsbridge, and whether occurring during the Term
of Engagement or during a period ending two (2) years following
Termination. Additional Compensation shall he payable to
Knightsbridge upon the closing thereof in accordance with the
following schedule where "Consideration" shall mean the total
of all cash, assets (including without limitation any real
property, personal property and intellectual properly) common
stock or other securities (including without limitation any
warrants, options and/or convertible securities) paid by or to
the Company or its shareholders, and shall further include (a)
any commercial bank or other indebtedness of the Company that
is repaid or for which the responsibility to pay is assumed by
the Company in connection with such M&A Transaction, (h) the
greater of the stated value or the liquidation value of
preferred stock of the Company that is assumed or acquired by
the Company that is not converted into common stock upon the
consummation of such transaction, (c) the value of any net
operating losses transferred as part of the M&A Transaction and
from which a party to such transaction expects at the time of
closing to benefit, and (d) future payments for which the
Company is obligated either absolutely or upon the attainment
of milestones or financial results ("Company Future Payments").
Any Additional Compensation payable as a result of Company
Future Payments shall be paid at closing and shall be valued at
the present value of the Company Future Payments. For the
purpose of calculating the present value, the Company and
Knightsbridge agree to discount all Company Future Payments by
a discount factor equal to 15% per annum, and where necessary,
to use the projections which have been provided by the Company
in the course of the M&A Transaction to quantify these amounts
and their timing. Should Knightsbridge not be responsible for
the entity or entities introduced to the Company tinder this
section and should the Company wish Knightsbridge to assist in
structuring, negotiating the transaction, etc., Knightsbridge's
compensation shall be at a rate equal to 50% of that delineated
below.
Consideration Amount of Additional Compensation
------------- ---------------------------------
50 to $500,000 $30,000 (minimum)
$500,001 to $5 million 5% of Consideration
$5 million+ $250,000 + 3.0% of Consideration in
excess of $5 million
4. Expenses.
---------
In addition to any Engagement Retainers and Additional Compensation
payable hereunder, and without regard to whether any Compensable Events
occur hereunder, the Company shall reimburse Knightsbridge for all fees
approved by an officer of the Company, relating to Knightsbridge's travel
and out-of-pocket expenses reasonably included in connection with the
services performed by Knightsbridge pursuant to this Engagement Letter,
including without limitation, hotel, food and associated expenses and long-
distance telephone calls. Said expenses shall not exceed $500 in any 30-day
period of the term unless approved by an officer, director or other
authorized designee of the Company. Knightsbridge agrees to accrue any and
all approved expenses until such time as the company is a fully reporting
Company and at such time agrees to settle any and all outstanding invoices
in the issuance of common stock rather than payment in cash.
5. Procedure for Initiating Discussions.
-------------------------------------
hi order to coordinate our efforts with respect to a possible
Transaction satisfactory to the Company, during the period of our
engagement hereunder neither the Company nor any representative there
(other than Knightsbridge) will initiate discussions regarding a
Transaction except through Knightsbridge. In the event the Company or its
management receives an inquiry regarding a Transaction, it will promptly
advise Knightsbridge of such inquiry in order that
Knightsbridge may evaluate such prospective purchaser and its interest and
assist the Company in any resulting negotiations.
6. Non-Exclusivity of Knightsbridge Services.
-----------------------------------------
It is understood and acknowledged by the Company that Knightsbridge
presently has, and anticipates having throughout the Engagement Term, other
clients for which it performs the same or similar services to those to be
performed in accordance herewith, and that Knightsbridge shall be under no
obligation under this Engagement to restrict its ability in any way to
perform services for any other clients. It is further acknowledged that, by
virtue of the nature of the services to be performed by Knightsbridge
hereunder, the value of such services bear no relation necessarily to the
amount of time invested on the part of Knightsbridge to the performance of
such services, and Knightsbridge, therefore, shall be under a continuing
obligation hereunder to devote only as much time to the performance of its
services hereunder as deemed appropriate in the exclusive discretion of its
principal(s).
7. Role of Finder.
---------------
In connection with any Financing Transactions hereunder, the Company
acknowledges that Knightsbridge is not a registered brokerdealer tinder
Section 15A of the U.S. Securities Exchange Act of 1934, or any similar
state law, and that Knightsbridge cannot, and shall not be required
hereunder to, engage in the offer or sale of securities for or on behalf of
the Company. While Knightsbridge has preexisting relationships and contacts
with various investors, registered broker-dealers and investment funds,
Knightsbridge's participation in any actual or proposed offer or sale of
Company securities shall he limited to that of an advisor to the Company
and, if applicable, a "finder" of investors, broker-dealers and/or funds.
The Company acknowledges and agrees that the solicitation and consummation
of any purchases of the Company's securities shall be handled by the
Company or one or more NASI) member firms engaged by the Company for such
purposes.
8. Referral Fees.
--------------
Any referral fees payable in connection with any Compensable
Transactions shall be the exclusive responsibility of, and shall be paid by
Knightsbridge.
9. Cooperation by Company.
-----------------------
In order to enable Knightsbridge to provide the services requested,
the Company agrees to provide to Knightsbridge, among other things, all
information reasonably requested or required by Knightsbridge including
without limitation information concerning historical and projected
financial results with respect to the Company and its subsidiaries and
possible and known litigious, environmental and contingent liabilities. The
Company also agrees to make available to Knightsbridge such representatives
of the Company, including, among others, directors, officers, employees,
outside counsel and independent certified public accountants, as
Knightsbridge may reasonably request.
10. Reliance by Knightsbridge on Accuracy of Information;
-----------------------------------------------------
1 2(b)5 Representation.
-----------------------
The Company recognizes and acknowledges that, in advising the Company
and in fulfilling the Engagement hereunder. Knightsbridge will use and rely
on data, material and other information furnished to Knightsbridge by the
Company. The Company agrees that Knightsbridge may do so without
independently verifying the accuracy or completeness of such data, material
or other information. The Company represents and warrants that any such
data, material or
information shall be true and accurate and shall not, as of the time
communicated, contain any untrue statement of a material fact or omit to
state a material fact required to he stated therein or necessary in order
to make the statements therein, in light of the circumstances under which
they were made, not misleading.
11. Confidentiality.
----------------
If any of the data, material or other information is nonpublic or
confidential when revealed or otherwise shared with representatives of
Knightsbridge, and identified in writing as such at the time it is revealed
or shared ("Confidential Information"), Knightsbridge and its officers,
directors, employees, agents and associates shall hold all Confidential
Information in complete and strict confidence and will not, without prior
written consent of the Company, in each instance, disclose any Confidential
Information, in whole or part, to any other person or for any other purpose
than is expressly approved by the Company in writing. To the extent that
disclosure of Confidential Information is approved by the Company in
writing, excepting information required to be disclosed by legal process,
law or regulation. Knightsbridge agrees that each party or individual to
whom such disclosure is made shall be informed of the confidential nature
of the information disclosed and be obligated to sign standard
nondisclosure agreements.
12. Indemnification.
----------------
Each party (an "Indemnifying Party") hereby agrees to indemnify and
hold the other party and its respective affiliates, directors, officers,
employees and agents (collectively, the "Indemnified Parties") harmless
from, and to reimburse each of the Indemnified Parties for, any loss,
damage, deficiency, claim, obligation, suit, action, fee, cost or expense
of any nature whatsoever (including, but not limited to, reasonable
attorney's fees and costs) arising out of, based upon or resulting from any
breach of any of the representations, warranties, covenants, agreements or
undertakings of the Indemnifying Party contained in or made pursuant to
this Engagement letter.
13. Miscellaneous.
---------------
(a) It is agreed by and between the parties, that this Engagement
Letter is an attempt to set forth and delineate the basic
global components of the understanding of the parties hereto,
and will he superseded by any and all subsequent agreements,
including but not limited to all relevant documents and
understandings, whether oral or written, between the parties
with respect to the matters set forth herein. In the event that
the parties are unable to consummate acceptable subsequent
agreement(s) within sixty (60) days from the date hereinabove
set forth, all rights and obligations by and between the
parties shall cease and terminate, with the exception of any
nondisclosure agreements executed accordingly.
(b) Any notice or communication permitted or required hereunder
shall be in writing and shall lie deemed sufficiently given if
hand-delivered via courier or overnight service or sent (i)
postage prepaid by registered mail, return receipt requested,
to the respective parties as set forth below, or to such other
address as either party may notify the other of in writing:
If to Knightsbridge, to: Knightsbridge Holdings, LLC.
0000 XX x00x' Xxxxxx, Xxxxxxxxx 0
Xxxxxxxx, Xx. 00000
Attn: Xx. Xxxxx Xxxxxxxxx
Fax: (000) 0000000
If to the Company, to: Bravo Foods International Corp.
00000 X.X. Xxxxxxx Xxx, Xxxxx 000
Xxxxx Xxxx Xxxxx, XX 00000
Attn: Xx. Xxx Xxxxxx, C.E.O.
Fax: (0000000000
(c) This Engagement Letter shall lie binding upon and inure to the
benefit of each of the parties hereto and their respective
successors, legal representatives and assigns.
(d) The Company represents that it has the power to enter into this
Engagement Letter and to carry out its obligations hereunder.
This Engagement Letter constitutes the valid and binding
obligation of the Company and is enforceable in accordance with
its terms. The Company further represents that this Engagement
Letter does not conflict with or breach any agreement to which
it is subject or by which it is hound.
(e) This Engagement Letter may be executed in any number of
counterparts, each of which together shall constitute one and
the same original document.
(f) No provision of this Engagement Letter may be amended, modified
or waived, except in writing signed by all of the parties
hereto.
(g) This Engagement Letter shall be construed in accordance with
and governed by the laws of the State of Florida, without
giving effect to its conflict of law principles. The parties
hereby agree that any dispute which may arise between them
arising out of or in connection with this Engagement Letter
shall he adjudicated before a court located in Dade County
Florida, and they hereby submit to the exclusive jurisdiction
of the courts of the State of Florida located in Dade County,
Florida and of the federal courts in the Southern District of
Florida with respect to any action or legal proceeding
commenced by any party. Company agrees to waive a trial by jury
for any dispute requiring adjudication before a court of law.
(h) The Company hereby acknowledges that it shall bear the burden
of proof in any action or proceeding involving a claim by
Knightsbridge to any Additional Compensation due hereunder
arising out of any Compensable Event involving a third party
claimed by Knightsbridge to have been originally introduced to
the Company by Knightsbridge.
If the foregoing correctly sets forth the understanding between
Knightsbridge and the Company with respect to the foregoing. please so
indicate by signing in the place provided below, at which time this
Engagement Letter shall become a binding agreement.
KNIGHTSBRIDGE Holdings. LLC.
By: /s/ Xxxxxx Press
-------------------
Xxxxxx Press, President
For the Managing Member
Accepted and Agreed:
BRAVO! FOOLDS INTERNATIONAL CORP.]
By: /s/ Xxx X. Xxxxxx
-----------------
Xxx X. Xxxxxx, CEO
