SAGGI CAPITAL CORP.
000 XXXXXXXXX XXXXXX
XXX XXXX, XX 00000
INVESTOR RELATIONS AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made this 5th day of
November, 1998, by and between Saggi Capital Corp. (the "Consultant") whose
principal place of business is 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 and
CRYO-CELL International, Inc. a Delaware Corporation (the "Client") whose
principal place of business is 0000 XxXxxxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx
00000.
WHEREAS, the Consultant is willing and capable of providing various
business consulting and investor relations services for and on behalf of the
Client and developing corporate opportunities for the Client.
WHEREAS, the Client wishes to retain the services of the Consultant to
perform investor relations for the Client pursuant to the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:
1. Engagement. The Client hereby retains the Consultant, and the
Consultant, subject to the provisions of paragraph 4, hereby accepts the
engagement, to act for the Company as an investor relations consultant to the
Client. It is the intention of the parties to this Agreement that the Consultant
will gather all publicly available information of the Client and confer with
officers and directors of the Client in an effort to consolidate the information
obtained into summary form for dissemination to management and marketing
advisory services, including, but not limited to, the preparation,
implementation and monitoring of business and marketing plans and such other
managerial assistance as Saggi shall deem necessary or appropriate for the
Client's business.
The Consultant hereby agrees to devote such time as is necessary to the
Client to fulfill the obligations set forth in the Paragraph 1. It is expressly
agreed between the parties that the Consultant shall have no fixed or minimum
number of hours within which to perform its obligations under this Agreement.
2. Proprietary Information. It is agreed that all information and
materials produced for the Client shall be the sole and exclusive property of
the Client. All copyright and title of said work shall be the property of the
Client, free and clear of all claims thereto by the Consultant, and the
Consultant shall retain no claim of authorship therein.
The Consultant acknowledges and agrees that all information received
from the Client under this Agreement are exclusive proprietary information and
the same shall not be divulged, published or distributed in any manner or form
to any third party without any express right or written consent of the Client.
This provision may be enforced by the Client by any available remedy, including,
without limitation, injunctive relief. The Consultant shall not compete on
behalf of any Company which would directly compete with the Company in any areas
of true communications industry the Company is marketing into.
The Consultant agreed to perform the work hereunder in the highest
professional manner and shall provide all necessary personnel to complete the
work in the time and manner reasonable set forth by the Client.
3. Remuneration. In consideration for the services to be provided to
the Client by the Consultant under this Agreement, the Client hereby agrees to
the payment of remuneration to the Consultant as follows:
(a) The Client agrees to reimburse the Consultant for all travel,
entertainment, mailing, printing, postage and all other expenses directly
related to the services to be provided expenses in excess of $100 per occasion
shall be pre-approved by the Client. Upon termination, of this Agreement, any
continuing obligation under this paragraph shall cease; however any accrued but
unpaid expenses due to the Consultant under this subparagraph shall be due and
payable within ten (10) days from such date.
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(b) Further, the Company will sell to SAGGI Capital, Inc. 200,000 S-8
warrants exercisable at $1.00 per share for .001 per warrant, of Client common
stock, upon signing of this agreement. Options will expire 90 days from the date
of this Agreement. Consultant gives the Company first right to purchase shares
at market value within seven (7) days if Consultant decides to sell any or all
of the 200,000 shares after exercise.
4. Term. It is agreed between the parties that this Agreement shall
expire on the last day of the twelve (12) full months from the date hereof. The
Consultant's obligation to provide services hereunder shall commence on the
date on which the Consultant receives from the Client the first payment
compensation under paragraph 3(b) and the Client has caused to be issued the
share certificate referred to in paragraph 3(b) hereof.
5. Miscellaneous Provisions.
(a) This Agreement and the duties and responsibilities created hereby
may not be assigned, transferred or delegated by the Consultant without the
prior written consent of the Client.
(b) This Agreement shall be interpreted and governed by the laws of the
State of New York; all clauses of this Agreement are distinct and severable and
if any clause shall be held illegal or void , it shall not affect the validity
of legality of the remaining provisions of this Agreement,
(c) No waiver of any breach of any condition herein will constitute a
waiver of any subsequent breach of the same or any other condition,
(d) The parties hereto agree to execute such other documents as are
necessary to carry out the intent and the spirit of this Agreement,
(e) Subject to the other provisions hereof, the terms and conditions of
this Agreement shall extend to and be binding upon and shall inure to the
benefit of the successors and assigns of the Parties hereto,
(f) All services to be provided hereunder shall be performed in the
County of New York, State of New York. All payments for services shall be made
to the Consultant at its address provided below and shall be deemed received
upon their receipt thereof by the Consultant.
(6) Notices. All notices, demands or requests required or authorized
hereunder shall be deemed sufficiently given if in writing and sent by
registered or certified mail, return receipt requested and postage prepaid, or
by telex, telegram or cable to:
Client: CRYO-CELL International, Inc.
0000 XxXxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
and if to Consultant: Saggi Capital Corp.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
(7) Status of the Parties. For the purpose of this Agreement, and the
services, duties and responsibilities created hereunder, nothing contained
herein shall create an equity or ownership interest of one party in the other,
except as otherwise provided herein. It is understood and agreed between the
parties that the Consultant is an independent contractor of the Client for the
purposes set forth herein.
(8) Entire Agreement. This instrument contains the entire agreement of
the parties relating to the subject matter hereof. The parties have made no
agreements, representations or warranties relating to the subject matter hereof
which are not set forth herein. No modification of this Agreement shall be valid
unless made in writing and signed by the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CONSULTANT:
SAGGI CAPITAL CORP.
BY: /s/ XXXXXX WILL
-------------------
Xxxxxx Will, President
CLIENT:
CRYO-CELL International, Inc.
BY: /s/ XXXXXX X. XXXXXXX
--------------------------
Xxxxxx X. Xxxxxxx, CEO
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