EXHIBIT 10.3
CONSULTING AND WARRANT COMPENSATION AGREEMENT
THIS AGREEMENT is executed and made effective this 4th day of November
1997, between Renaissance Entertainment, Inc., a Colorado corporation (the
"Company"), and Wall Street Financial ("Consultant").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties hereto agree as follows:
1. Consultation.
The Company hereby retains the services of Consultant, as an independent
contractor, which retention is accepted and agreed to be performed by
Consultant, subject to and upon the terms and conditions set forth below.
2. Term.
The term of this Agreement shall begin on the date hereof, and shall
continue for a period of 12 months (or such longer period as the Company and the
Consultant may agree in writing) unless earlier terminated by the Company for
Cause, as defined in Section 6.4 hereof
3. Consultant's Status.
It is understood and agreed that Consultant shall be at all times and for
all purposes hereunder an independent contractor to the Company and under no
circumstances shall be deemed an employee, partner or joint venturer of or with
the Company. Consultant agrees that he shall not directly or indirectly imply
or represent to others, or permit another to imply or represent to others that
Consultant has any authority to act for, represent or bind the Company in any
matter by virtue of this Agreement.
4. Services of Consultant.
4.1 Upon the request of the Company, Consultant shall consult with and
advise the Company with respect to matters concerning: (i) investor relations;
(ii) dissemination of quarterly and annual reports as filed by the Company with
the Securities and Exchange Commission; (iii) communications with analysts; and
(iv) potential acquisitions. Said services shall not relate to any capital
raising transaction.
4.2 Consultant agrees to exercise its best efforts, skill and diligence in
the performance of its services hereunder and shall perform all services in a
workmanlike fashion.
4.4 Throughout the term of this Agreement, Consultant shall provide
services to the Company on a part-time basis and may perform the same or similar
services for other persons or entities not inconsistent with its undertakings
hereunder.
5. Covenants and Acknowledgments of Consultant.
5.1 Consultant covenants and agrees for itself and its Affiliates
(hereinafter defined) that it will not, during the term of this Agreement or
thereafter, communicate, divulge or otherwise disclose to any other person,
firm, association, or corporation, or use, without the express written consent
of the Company, any Confidential Information (hereinafter defined) of the
Company.
5.2 For purposes of this Agreement, Confidential Information shall mean
all information relating to the Company or its subsidiaries provided to the
Consultant in writing except for that information contained (i) in its filings
with the Securities and Exchange Commission and prior press releases or (ii) in
a writing received by the Consultant from the Company which is not marked
"confidential."
5.3 Consultant shall not make an untrue statement of material fact
regarding the Company or omit to state a material fact in the judgment of
Consultant necessary in order to make any statement regarding the Company made
by the Consultant not misleading, providing, however, that the Consultant shall
be entitled to rely on (i) reports filed by the Company with the Securities and
Exchange Commission, (ii) written press releases issued by the Company without
the Consultant's advice or consultation, and (iii) written press releases issued
by the Company with the Consultant's advice or consultation which it has, based
on reasonable investigation, reasonable grounds to believe and believes make no
untrue statement of a material fact and omit to state no material fact necessary
to make any statement made not misleading.
6. Compensation.
6.1 As consideration for all services to be rendered by Consultant
pursuant to Section 4 above, the Company agrees to issue to Consultant Common
Stock Purchase Warrants ("Warrants") exercisable to purchase 200,000 shares of
Common Stock of the Company at $.50.
6.2 All 200,000 Warrants shall be exercisable for a period of 1 year
commencing upon the date hereof and expiring on November 10, 1998, unless the
expiration date of the Warrants shall be extended to a later date in writing by
the Company.
6.3 The warrant certificates (the "Warrant Certificates") to be delivered
pursuant to this Agreement shall be in the form set forth as Exhibit A, with
such appropriate insertions, omissions, substitutions and other variations as
required or permitted by this Agreement (Exhibit A to follow).
6.4 Notwithstanding the foregoing, the Warrants described in Section 6.1
above shall terminate and be of no further legal force or effect if, prior to
their exercise, this Agreement is terminated by the Company for Cause. For the
purposes of this Agreement, the term "for Cause" shall mean (i) Consultant shall
commit a material breach of this Agreement unless such breach shall be cured by
the Consultant within a period of thirty (30) days after written notice by the
Company of such breach, (ii) Consultant, or its officers, directors and/or
employees, are shown to have engaged in any act of fraud or dishonesty
detrimental to the Company, or its subsidiaries, or
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any of its customers or clients, or (iii) Consultant has been grossly
negligent in the performance of its duties or responsibilities hereunder.
7. Expenses.
Company agrees to issue an additional 100,000 Shares of Common Stock for
Consultants expenses which will include travel, accommodations, broker
presentations, etc. The Consultant will pay for all of its expenses related to
its work, running its operations including its employees, affiliates, and
general administrative expenses. The Company will be responsible for providing
copies of its normal printed information.
8. Registration Rights.
8.1 On or before November 10, 1997, the Company shall cause to be prepared
and filed with the SEC a Registration Statement on Form S-8 or other appropriate
form registering all the shares of Common Stock issuable upon exercise of the
Warrants (the "Registration Statement").
8.2 In connection with the preparation and filing of the Registration
Statement, the Company agrees to (i) use its bests efforts to cause such
Registration Statement to become and remain effective; (ii) prepare and file
with the SEC such amendments and supplements to such Registration Statement as
may be necessary to keep such Registration Statement effective for the entire
period warrants remain outstanding; (iii) furnish to the Consultant such number
of copies of a prospectus, in conformity with the requirements of the Act, and
such other documents as Consultant may reasonably request in order to facilitate
the disposition of the shares of Common Stock; and (iv) use its best efforts, at
the Consultant's request, to register and qualify the shares of such states that
Consultant gives notice to the Company, provided, however, that the Company
shall not be required in connection therewith to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to
qualify, (ii) subject itself to any tax or obligation to collect any tax in any
such jurisdiction, or (iii) consent to general services or process in such
jurisdiction. The Consultant agrees to cooperate in all reasonable respects
with the preparation and filing of the Registration Statement.
8.3 All fees and other expenses incurred in connection with the
registration of the shares of Common Stock underlying the Warrants shall be
borne by the Company, including, without limitation, fees of the Company's legal
counsel, Securities and Exchange Commission filing fees, printing costs,
accounting fees and costs, transfer agent fees and any other miscellaneous costs
and disbursements. The Consultant shall be liable for any and all underwriting
discounts, brokerage commissions or other fees or expenses incurred in
connection with the sale or other disposition by the Consultant of the shares of
Common Stock covered by the Registration Statement.
8.4 To the extent permitted by law, the Company will indemnify and hold
harmless Consultant, including its officers, directors, employees, agents, and
representatives, against any losses, claims, damages, liabilities, or expenses,
including without limitation attorney's fees and disbursements, to which
Consultant may become subject under the Act to the extent that such
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losses, claims, damages or liabilities arise out of or are based upon any
violation by the Company of the Act or under the Securities Exchange Act of
1934, or any rule or regulation promulgated thereunder applicable to the
Company, or arises out of or are based upon any untrue or alleged untrue
statement of any material fact contained in the Registration Statement, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arise out of any violation by the
Company of any rule or regulation promulgated under the Act applicable to the
Company and relating to action or inaction required of the Company in
connection with such Registration Statement; provided, however, that such
indemnity contained in this paragraph shall not apply to any loss, damage or
liability to the extent that same arises out of or is based upon an untrue
statement or omission made in connection with such Registration Statement in
reliance upon and in conformity with information furnished in writing
expressly for use in connection with such Registration Statement by
Consultant.
8.5 Except for the obligations of the Company set forth in Sections 8.1
and 8.2 above, all obligations relating to compliance with applicable laws and
regulations governing the distribution of securities in connection with
Consultant's sale of common stock of the Company acquired pursuant to the
exercise of the Warrants shall be the sole obligation of the Consultant.
9. Representations and Warranties of the Consultant.
The Consultant hereby represents and warrants to the Company that there are
no agreements or binding obligations enforceable against the Consultant which
would be violated by its entering into this agreement or providing the services
to be provided hereunder.
10. Indemnifications.
10.1 The Consultant agrees to indemnify, defend and hold harmless the
Company, and officers, directors, shareholders, agents, employees (hereafter
"Affiliates") of the Company, attorneys, successors and assigns, from and
against, and pay or reimburse each of them for, any and all claims, losses,
damages, judgments, amounts paid in settlement, costs and legal, accounting or
other expenses that any of them may sustain or incur as a result of any
misrepresentation, any inaccuracy in, or any breach of any warranty or
representation or any non-performance of any covenant or other obligation on the
part of the Consultant contained in this Agreement.
10.2 The Company agrees to indemnify, defend and hold harmless the
Consultant, and its Affiliates, attorneys, successors and assigns, from and
against, and pay or reimburse each of them for, any and all claims, losses,
damages, judgments, amounts paid in settlement, costs and legal, accounting or
other expenses that any of them may sustain or incur as a result of any
misrepresentation, any inaccuracy in, or any breach of any warranty or
representation or any nonperformance of any covenant or other obligation on the
part of the Company contained in this Agreement.
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11. Attorneys' Fees.
In the event there is any litigation or arbitration between the parties
concerning this Agreement, the successful party shall be awarded its reasonable
attorneys' fees and litigation costs, including the costs incurred in the
collection of any judgment.
12. Notices.
Any notice, request, instruction, or other document to be given hereunder
by any party hereto to any other party hereto shall be in writing and delivered
personally or by overnight courier or sent by facsimile transmission, if to
Consultant to:
Wall Street Financial
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
if to the Company:
Renaissance Entertainment Corporation
0000 Xxxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
with a copy to:
Company
Address
City, ST ZIP
Attention:
or at such other address for a party as shall be specified by like notice.
13. Partial Invalidity.
If any provisions of this Agreement are in violation of any statute or rule
of law of any state or district in which it may be sought to be enforced, then
such provisions shall be deemed null and void only to the extent that they may
be in violation thereof, but without invalidating the remaining provisions.
14. Non-Assignability.
14.1 The obligations of the Consultant to perform hereunder shall not be
assignable by it without prior written consent of the Company.
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14.2 This Agreement shall be binding upon the respective parties hereto and
their successors and permitted assigns.
15. Waiver.
No waiver of any breach of any one of the agreements, terms, conditions or
covenants of this Agreement by the Company shall be deemed to imply or
constitute a waiver of any other agreement, term, condition or covenant of this
Agreement. The failure of either party to insist on strict performance of any
agreement, term, condition or covenant, herein set forth, shall not constitute
or become construed as a waiver of the night of either or the other thereafter
to enforce any other default of such agreement, term, condition or covenant;
neither shall such failure to insist upon strict performance be deemed
sufficient grounds to enable either party hereto to forego or subvert or
otherwise disregard any other agreement, term, condition or covenant of this
Agreement.
16. Governing Law.
This Agreement and the rights and duties of the parties shall be construed
enforced in accordance with the laws of the State of Colorado.
17. Fax/Counterparts.
This Agreement may be executed by telex, telecopy or other facsimile
transmission, and such facsimile transmission shall be valid and binding to the
same extent as if it were an original. Further, this Agreement may be signed in
one or more counterparts, all of which when taken together shall constitute the
same document.
18. Entire Agreement.
This Agreement constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof. There are no representations, warranties,
conditions or obligations except as herein specifically provided. Any amendment
or modification hereof must be in writing.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed this
Agreement effective on the day and year first above written.
RENAISSANCE ENTERTAINMENT
By:
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Xxxx Xxxxxxx, President
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XXXX XXXXXX FINANCIAL
By:
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Xxxx Xxxxx, President
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