February 2, 2010
Exhibit 4.1
February
2, 2010
Xx. Xxxxx
Xxxxx, CEO
Green
Energy Live, Inc.
0000 00xx
Xxxxxx, Xxxxx 0-000
Xxxxxxx,
XX 00000-0000
|
|
Re:
|
Agreement between A.
Xxxxxx Xxxxx and Green Energy Live, Inc. -
AMENDED
|
Xx.
Xxxxx:
I am
pleased to submit this agreement (the “Agreement”) to you setting forth the
terms and conditions whereby I will assist Green Energy Live, Inc. (together
with any affiliates of Green Energy Live, the “Company”) in seeking one or more
persons, entities or groups interested in selling their business, which
transaction may be consummated through a sale of substantially all of their
assets and/or securities to the Company (the “Transaction”). The term
“Transaction” as used in this Agreement expressly includes, among other things,
everything paid or payable by a person or group to the Company that has been
introduced by me. The term “Transaction” as used in this Agreement
expressly excludes the offer or sale of securities in a capital raising
transaction.
I. Services
To Be Provided
I will
endeavor, on a best-efforts basis, to obtain one or more commitments
(individually a “Commitment” or collectively the “Commitments”) for the
Transaction from one or more persons, entities or groups (the
“Candidates”). I understand that this is a non-exclusive engagement
with the Company and the Company may consummate a Transaction through other
agents or representatives whereby I may not receive any compensation. The major
terms of the Transaction that I will seek to obtain will be determined by the
Company.
|
II.
|
Terms
and Conditions
|
|
|
A.
|
Authority. The
Company represents and warrants that the Company is in all respects
qualified and authorized to accept the Commitments being arranged by me. I
am not responsible for the qualifications of the Company, the vesting or
quality of title or any other matters affecting the consummation of the
Transaction.
|
|
|
B.
|
Performance of
Services. The Company and I expressly agree and
understand that my services in seeking to consummate the Transaction are
fully performed at the time the Company accepts or otherwise enters into a
Commitment.
|
|
|
C.
|
Commitments. If
the Company does not accept a Commitment during the term of this
Agreement, at the expiration of the term of this Agreement I shall present
to the Company a list of Candidates with whom I have had contact with
respect to the Transaction on behalf of the Company. Should the
Company accept and close any Commitment from any Candidate (i) registered
with the Company by me or (ii) with whom the Company had contact during
the period of my engagement within twenty four (24) months from the
expiration date of the Agreement, the Company and I expressly agree and
understand that I have performed my services and am entitled to
compensation as provided herein.
|
February
2, 2010 - amended
Page
2
|
|
D.
|
Information. The
Company represents and warrants that any information (a) made
available to me by the Company or any Candidate or (b) contained in any
documents provided to me will, at all times during the period of the
engagement of me hereunder, be complete and correct in all material
respects and will not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
therein not misleading in the light of the circumstances under which such
statements are made. The Company further represents and
warrants that any projections provided to me or contained in any documents
provided to me will have been prepared in good faith and will be based on
assumptions that, in light of the circumstances under which they are made,
are reasonable. The Company acknowledges and agrees that, in
rendering its services hereunder, I will be using and relying on such
information (and additional information available from public or other
sources) without independent verification, that I will not assume
responsibility for the accuracy or completeness of such information
(included in any documents provided to me or otherwise), and that I will
not undertake to make an independent appraisal of any of the assets and/or
securities of the Company or any of its subsidiaries or the Candidate or
any of its subsidiaries.
|
|
|
E.
|
Company
Indemnification. The Company hereby
agrees to indemnify and hold me harmless against any and all loss,
liability, claim, damage and expense whatsoever (including reasonable
attorneys’ and accountants’ fees and including the costs of investigating
any event) arising out of or based upon a breach by the Company of any
warranty, representation or agreement in this
Agreement.
|
|
III.
|
Compensation/Payment
For Services
|
As
compensation for my services, the Company will pay, or cause to be paid: (i)
3,000,000 shares of the Company’s common stock to be issued upon signing; and (ii) 500,000 shares of the
Company’s common stock to be issued on each monthly anniversary of this
Agreement for a period of six months from the date hereof for a total of
3,000,000 shares.
February
2, 2010 - amended
Page
3
IV. Miscellaneous
|
|
A.
|
Term. This
Agreement will become effective on the date of its acceptance by the
Company (the “Effective Date”) and will continue thereafter for a period
of twelve (12) months. It is expressly agreed that
the provisions of paragraphs II-C, II-E, III-A, III-B, IV-B and IV-F of
this Agreement shall survive any expiration or termination of this
Agreement.
|
|
|
B.
|
Confidentiality. Except
as contemplated by the terms hereof or as required by applicable law, I
shall keep confidential all material non-public information provided to it
by the Company, and shall not disclose such information to any third
party, other than such of its employees and advisors as I determine to
have a need to know and except as otherwise required by law or legal
process. Any documents and any other information or data about
the Company, its subsidiaries, or their assets will only be made available
to a potential investor on the execution of a confidentiality agreement
prepared by me and acceptable to the
Company.
|
|
|
C.
|
Nature of
Engagement. I am being retained to serve as an
independent contractor to the Company, and the engagement of me shall not
be deemed to be on behalf of and is not intended to confer rights or
benefits on any shareholder or creditor of the Company or its subsidiaries
or on any other person. Unless expressly agreed to in writing
by me, no one other than the Company is authorized to rely on this
engagement of me or any statements, conduct or advice of me. No
option or advice of me shall be used for any other purpose or reproduced,
disseminated, quoted, or referred to at any time, in any manner or for any
purpose, nor shall any public or other references to me (or to such
opinions or advice) be made without my express prior written consent,
which consent may be unreasonably
withheld.
|
|
|
D.
|
Parties. This
Agreement shall be binding on the
parties.
|
|
|
E.
|
Modifications and
Amendments. This Agreement represents the entire
understanding between the Company and me with respect to the Transaction,
and all prior discussions are merged herein. It is understood
that my obligations under this Agreement are to use its best efforts
throughout the period for which it acts as the Company’s agent as
described herein. My engagement is not intended to provide the
Company or any other person or entity with any assurances that any
transaction will be consummated.
|
February
2, 2010 - amended
Page
4
|
|
F.
|
Arbitration. Any
dispute related to this Agreement, any transaction contemplated hereby, or
any other matter contemplated hereby shall be settled by arbitration in
the State of Hawaii, in accordance with the commercial arbitration rules
then in effect of the American Arbitration Association, before a panel of
three arbitrators. Any award entered by the arbitrators shall
be final, binding, and nonappealable, and judgment may be entered thereon
by any party in accordance with applicable law in any court of competent
jurisdiction. This arbitration provision shall be specifically
enforceable.
|
|
|
G.
|
Amendments. This
Agreement may not be amended or modified except pursuant to a writing
signed by all parties and shall be governed by and construed in accordance
with the laws of the State of
Hawaii.
|
|
|
H.
|
This
agreement was amended on February 2, 2010 and replaces any previous signed
versions of this agreement. The amendment to this agreement
includes the following clause: “This agreement may be canceled
by either party with 30 days written notice to the other party, for any
reason. If either party cancels this contract, then any unpaid
compensation is also canceled at the same
time”.
|
[signature
page to follow]
February
2, 2010 - amended
Page
5
If the
foregoing correctly sets forth the entire understanding and agreement between me
and the Company, please affix your signature below and return an executed copy
to us at your earliest convenience, whereupon this letter shall constitute a
binding agreement between us as of the date first above written and amended on
February 2, 2010.
| /s/ A. Xxxxxx Xxxxx | ||
| A. Xxxxxx Xxxxx | ||
| AGREED: | ||
| GREEN ENERGY LIVE, INC. |
By:/s/ Xxxxx
Xxxxx
President/CEO
