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EXHIBIT 10.35
[XXXXXXX CAPITAL PARTNERS CORP. LETTERHEAD]
April 5th, 2000
Xx. Xxxxxxx X. Xxxxxxx
President and COO
XxxxxXxxxxxx.xxx
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxxxxx, XX, Xxxxxx, X0X 0X0
RE: CONTRACT FOR CORPORATE CONSULTING AND INVESTOR RELATIONS FOR
XXXXXXXXXXXX.XXX
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XxxxxXxxxxxx.xxx (SmartSources) hereby engages Xxxxxxx Capital Partners Corp.
(Xxxxxxx Capital) and Xxxxxxx Capital hereby accepts such engagement to provide
consulting services to SmartSources for the purpose of facilitating the
communication of information about SmartSources and its business to investors
and the public markets generally, subject to the terms and conditions set forth
herein.
Effective April 5, 2000, Xxxxxxx Capital will serve as consultant to
SmartSources for a period of 12 months, subject to the termination provisions
set out herein. After a period of 12 months, this agreement shall be
automatically extended on a monthly basis thereafter. Duties and activities will
consist of the following as from time to time requested by SmartSources together
with such activities as the parties mutually agree:
1. Assisting SmartSources' corporate officers and advisors in the
preparation and dissemination of press releases and announcements
relating to newsworthy corporate developments.
2. Serving as a designated liaison in the United States for receiving and
responding appropriately to inquiries from retail shareholders,
interested brokers, institutional investors, research analysts and the
media for information about SmartSources, its business, and corporate
developments.
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Xx. Xxxxxxx X. Xxxxxxx
President and COO
XxxxxXxxxxxx.xxx
April 5th, 2000
Page 2 of 4
3. Assisting with meetings with institutional investors, analysts, and
financial professionals.
4. Assisting corporate officers when so called upon in preparing
communications to stockholders including the annual and quarterly
reports, and other correspondence.
5. Arranging informational meetings between SmartSources' management and
prominent money managers, research analysts, and other influential
people in the investment community to increase and maintain interest in
SmartSources.
6. Assisting in the compilation of publicly available reports, news
releases, and other information about SmartSources for distribution in
response to inquiries from interested parties.
7. If requested by SmartSources, Xxxxxxx Capital will publish a research
report under Xxxxxxx Capital's aegis to be updated quarterly for a
period of one year. SmartSources will pay an additional one-time fee of
US$25,000 (Twenty five thousand dollars), half of which shall be paid
on start of such original report and half upon publication of same.
8. Providing corporate consulting services to SmartSources concerning the
company's listing process in the US public markets including the review
of all legal and financial registration documents.
9. Assist SmartSources' management in providing merchant banking advice
and services. Should Xxxxxxx Capital introduce or cause to be
introduced any investor that participates in any financing of
SmartSources, a 7.5 percent (seven and one half percent) finder's fee
will be paid to Xxxxxxx Capital on the gross proceeds of funds invested
and raised, excepting for a registered secondary.
As the sole consideration for the consulting services provided by Xxxxxxx
Capital, SmartSources will compensate Xxxxxxx Capital as follows:
1. Subject to regulatory approval, SmartSources will pay Xxxxxxx Capital a
fee of US$7,500 (Seven thousand five hundred dollars) per month during
the term of this Agreement, payable on the first day of each calendar
month beginning on April 1, 2000.
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Xx. Xxxxxxx X. Xxxxxxx
President and COO
XxxxxXxxxxxx.xxx
April 5th, 2000
Page 3 of 4
2. Xxxxxxx Capital shall be entitled to receive from SmartSources up to a
maximum of 200,000 warrants (Two hundred thousand) warrants, each
warrant of which shall give Xxxxxxx Capital the right to acquire one
(1) common share of SmartSources' Common Stock until March 31, 2005 at
a purchase price equal to the closing price on the date of the signing
of this contract (the "Warrants"). The vesting of the Warrants shall
vest in accordance with the following schedule:
a. 100,000 (One hundred thousand) warrants shall vest on
April 5, 2000
b. 17,000 (Seventeen thousand) warrants shall vest on
the first day of the month of October, 2000 and every
month thereafter until the first day of the month of
March 2001 at which time the final 15,000 (Fifteen
thousand) warrants will vest.
3. SmartSources will reimburse Xxxxxxx Capital for reasonable
out-of-pocket expenditures incurred by Xxxxxxx Capital and approved by
the COO or CFO of SmartSources, or other officer designated by them,
including travel and entertainment and all expenses associated with the
printing and distribution of any research report (e.g., stationery,
printing and mailing costs). Travel costs as well as expenses in excess
of $300 shall be approved in advance.
4. The Warrants shall have "piggy back" (demand) registration rights and,
in any case, 100,000 (One hundred thousand) of same shall be registered
and filed no later than July 15, 2000, and 100,000 (One hundred
Thousand) shall vest monthly and be registered "piggy back" or no later
than April 15, 2001. Any Warrants that are issued and vested under this
agreement will remain the property of Xxxxxxx Capital.
This Agreement will be subject to the following terms and conditions:
1. It is expressly understood that SmartSources may terminate this
agreement immediately at any time with no further liability to Xxxxxxx
Capital upon (i) representations or statements concerning SmartSources
or its operations being made by Xxxxxxx Capital, its employees or
agents to third parties which are not contained in or based on the
written material provided by SmartSources to Xxxxxxx Capital, (ii) the
gross negligence or willful misconduct of Xxxxxxx Capital, its
employees or agents, or (iii) a failure by Xxxxxxx Capital, its
employees or agents to comply with all applicable laws. Upon a
termination for cause, any unvested options shall be immediately
cancelled and SmartSources shall have no liability to Xxxxxxx Capital
except for reimbursement of any approved expenses.
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Xx. Xxxxxxx X. Xxxxxxx
President and COO
XxxxxXxxxxxx.xxx
April 5th, 2000
Page 4 of 4
2. Nothing in this Agreement shall create any partnership or joint venture
between the parties hereto; it being understood and agreed that the
parties are independent contractors and neither has the authority to
bind the other in any way.
3. This Agreement has been made in the State of New York and shall be
construed and governed in accordance with the laws thereof without
regard to conflict of laws. The parties hereto attorn to the
non-exclusive jurisdiction of the courts of the State of New York.
4. This Agreement contains the entire agreement between the parties and
may not be altered or modified, except in writing and signed by the
parties hereto, and supersedes any and all previous agreements between
the parties.
5. Xxxxxxx Capital acknowledges and agrees that specified segments of
information received from SmartSources 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 SmartSources and will
be returned to SmartSources on request.
6. SmartSource and Xxxxxxx Capital agree to comply with all United States
federal and state securities and other laws applicable to the
activities contemplated by this Agreement, including, among other
things, provisions (i) requiring any person circulating reports or
other information about a security for consideration to disclose its
compensation arrangements, (ii) prohibiting untrue or misleading
statements or omissions, and (iii) prohibiting trading in securities by
persons in possession of material nonpublic information. The parties
agree that Xxxxxxx Capital will be considered to have breached this
covenant only if Xxxxxxx Capital's personnel have participated in the
activities not in compliance with law.
ACCEPTED BY:
XXXXXXX CAPITAL PARTNERS CORP. XXXXXXXXXXXX.XXX
NAME: Xxxx X. Stock NAME: Xxxxxx Xxxxxx
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TITLE: Managing Director TITLE: Chief Financial Officer
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SIGNATURE: /s/ XXXX X. XXXXX SIGNATURE: /s/ XXXXXX XXXXXX
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DATE: April 6th, 2000 DATE: June 15, 2000
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