EXHIBIT 10.21
INVESTOR RELATIONS AGREEMENT
THIS AGREEMENT ("AGREEMENT") is made as of the 8th day of September,
2008, (the "EFFECTIVE Date"), by and between GLOBAL RESOURCE, a Nevada
corporation (the "COMPANY"), and Xxxx Xxxxxxx, a resident of the Republic of
Ireland (the "CONSULTANT").
WITNESSETH:
WHEREAS, the Company desires to consider strategic alternatives
available to it and requires various financial and investment relations
services; and
WHEREAS, the Consultant has offered to provide various financial and
investment services including the solicitation, if necessary, of potential
purchasers of the Company's equity and/or debt.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
promises, conditions and covenants herein contained, the parties hereto do
hereby agree as follows:
1. CONSULTANT SERVICES. The Consultant hereby agrees to provide to the
Company during the term of this Agreement (as provided in Section 6 below)
investor relations and other consulting services, including procurement of
potential purchasers of the Company's equity and/or debt, financial advisor
services, investment management services, investment banking services and other
services related thereto (the "IR SERVICES").
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. In order to induce
the Consultant to enter into this Agreement, the Company hereby represents and
warrants to and agrees with the Consultant as follows:
(a) NO DEFAULTS. The execution and delivery of this Agreement,
and the consummation of the transactions herein contemplated, and compliance
with the terms of this Agreement will not conflict with or result in a material
breach of any of the terms, conditions or provisions of, or constitute a default
under, the Articles of Incorporation or By-Laws of the Company (in any respect
that is material to the Company), any material note, indenture, mortgage, deed
of trust, or other agreement or instrument to which the Company is a party or by
which the Company or any property of the Company is bound, or to the Company's
knowledge, any existing law, order, rule, regulation, writ, injunction or decree
of any government, governmental instrumentality, agency or body, arbitration
tribunal or court, domestic or foreign, having jurisdiction over the Company or
any property of the Company.
3. REPRESENTATIONS AND WARRANTIES OF THE CONSULTANT. In order to induce
the Company to enter into this Agreement, the Agent hereby represents and
warrants to and agrees with the Company as follows:
(a) NO DEFAULTS. The execution and delivery of this Agreement,
and the consummation by the Agent of the transactions herein contemplated, and
the compliance by the Agent with the terms of this Agreement will not conflict
with or result in a breach of any of the terms, conditions or provisions of, or
constitute a default under, the Articles of Incorporation or By-Laws of the
Agent (in any respect that is material to the Agent), any material note,
indenture, mortgage, deed of trust, or other agreement or instrument to which
the Agent is a party or by which the Agent or any property of the Agent is
bound, or to the Agent's knowledge, any existing law, order, rule, regulation,
writ, injunction or decree of any government, governmental instrumentality,
agency or body, arbitration tribunal or court, domestic or foreign, having
jurisdiction over the Agent or any property of the Agent.
4. INVESTOR RELATIONS FEE. The Company shall issue to Consultant as of
the date hereof, one million five hundred thousand (1,500,000) shares of common
stock of the Company (the "Common Stock ) upon the Consultant's execution of a
subscription agreement in the form attached hereto as EXHIBIT A for the issuance
of the Common Stock.
5. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless the
Consultant against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under any statute or at
common law for any legal or other expenses (including the costs of any
investigation and preparation) incurred by them in connection with any
litigation, whether or not resulting in any liability, but only insofar as such
losses, claims, damages, liabilities and litigation arise out of or are based
upon a breach of this Agreement by the Company; PROVIDED, HOWEVER, that the
indemnity agreement contained in this Section 5(a) shall not apply to any amount
paid in settlement of any such litigation, if such settlements are made without
the consent of the Company.
(b) The Consultant agrees, in the same manner and to the same
extent as set forth in Section 5(a) above, to indemnify and hold harmless the
Company and the Company's employees, accountants, attorneys and agents (the
"COMPANY'S INDEMNITEES") arising out of this Agreement or as a result of
Consultant providing the IR Services to the Company.
6. TERM. The term of this Agreement shall be for the period commencing
as of the Effective Date and ending August 31, 2009.
7. TERMINATION.
(a) Either party may terminate this Agreement upon thirty (30)
days' prior written notice.
(b) Any termination of this Agreement pursuant to this Section
shall be without liability of any character (including, but not limited to, loss
of anticipated profits or consequential damages) on the part of any party
thereto, except that the Company shall remain obligated to pay a pro rata amount
of the fees provided in Section 4 (subject to any breach of this Agreement as
provided in Section 4) based on the length of the term of this Agreement that
was completed; and the Company and the Consultant shall be obligated to pay,
respectively, all losses, claims, damages or liabilities, joint or several,
under Section 5 hereof.
8. MISCELLANEOUS.
(a) NOTICE. Whenever notice is required by the provisions of
this Agreement to be given to the Company, such notice shall be in writing,
addressed to the Company, at:
If to Company: Global Resource Corporporation
Bloomfield Business Park
000 Xxxxxxxxxx Xxxxx, Xxxx 0
Xxxx Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Fax:
Whenever notice is required by the provisions of this Agreement to be given to
the Agent, such notice shall be given in writing, addressed to the Agent, at:
If to the Consultant: Xxxx Xxxxxxx
Driminaught, Newmills,
Letterkenny, Co. Donegal
Ireland
Fax:
(b) GOVERNING LAW. The validity, interpretation, and
construction of this Agreement will be governed by the laws of the State of New
Jersey.
(c) COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which may be deemed an original and all of which
together will constitute one and the same instrument.
(d) CONFIDENTIAL INFORMATION. All confidential financial or
business information (except publicly available or freely usable material
otherwise obtained from another source) respecting either party will be used
solely by the other party in connection with the within transactions, be
revealed only to employees or contractors of such other party who are necessary
to the conduct of such transactions, and be otherwise held in strict confidence.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed as of the day and year first above written and effective as of
the Effective Date.
COMPANY
GLOBAL RESOURCE CORPORATION
By: __________________________
Name:
Title:
CONSULTANT
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
