EXHIBIT 4.5
CONSULTING & STRATEGY INTERNATIONAL, LLC.
BUSINESS SERVICES CONTRACT
This Service Agreement is made between Consulting & Strategy International,
L.L.C. ("CSI"), 0000 Xxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, and SYNTEC
CORPORATION, 00000 Xxxxxx xxxxx, Xxxxxxxxxxxx, Xxxxx 00000-0000 the ("Company"),
collectively sometimes herein referred to as the "Parties". The Parties hereto,
for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:
WHEREAS, Company is going public by and through whatever process is most,
appropriate, and
WHEREAS, CSI is in the business of consulting with public companies
regarding issues of corporate image, business development and management and
planning strategies, and
IT IS, THEREFORE agreed that:
CSI or its designee(s) shall have, and is hereby granted, the right to
purchase up to Six Hundred Thousand (600,000) additional shares of Company or
its successor's stock, upon Company becoming publicly traded at a price of
$1.50 (one dollar and fifty cents) per share. Such Shares shall have continuing
priority rights on registrations and shall be registered with and as part of the
first block of shares registered by Company after the date of Company becoming
publicly traded and/or any subsequent registrations, if the option to purchase
such shares has been exercised, in whole or part, by CSI prior to the
preparation date of any registration statement. CSI must exercise this option on
or before eighteen months (18) months after the first day upon which the stock
of Company begins fully reporting, full compliance, public trading.
CSI or its designee(s) shall also be granted and issued warrants (the
"Warrants") to purchase additional shares of Company immediately upon Company or
its successor or acquirer becoming a "publicly" traded firm. Such Warrants shall
be valid to be exercised in whole or parts, for a period of five years from the
date of signing a Warrant Agreement which shall be in the exact form as attached
hereto as Exhibit "A", which Warrant Agreement (and related warrants) shall be
signed and issued immediately upon Company or its successor or acquirer becoming
a publicly traded firm and shall immediately be delivered to CSI or its
designee(s) by Company. The amount of stock covered by the Warrants and the
exercise prices shall be as follows:
Two hundred fifty thousand (250,000) shares at $2.50 per
share, which warrant must be exercised within one year of
the average bid/ask price of Company remaining at a minimum
of $5.50 per share for any continuous 30-day period, or at
any other time in the sole discretion of CSI.
Two hundred fifty thousand (250,000) shares at $3.50 per
share, which warrant must be exercised within one year of
the average bid/ask price of Company remaining at a minimum
of $7.00 per share for any continuous 30-day period, or at
any other time in the sole discretion of CSI.
Two hundred fifty thousand (250,000) shares at $4.00 per
share, which warrant must be exercised within one year of
the average bid/ask price of Company remaining at a minimum
of $8.00 per share for any continuous 30-day period, or at
any other time in the sole discretion of CSI.
Two hundred fifty thousand (250,000) shares at $5.00 per
share, which warrant must be exercised within one year of
the average bid/ask price of Company remaining at a minimum
of $10.00 per share for any continuous 30-day period, or at
any other time in the sole discretion of CSI.
Company shall execute a detailed, Consulting Agreement with CSI and/or its
successor(s) and or designee(s), immediately upon completion of Company, its
successor or acquirer becoming publicly traded, which Consulting Agreement shall
be for a term of five (5) years and shall be on CSI's standard Consulting
Agreement form which shall call for a monthly retainer of $1,000 (one thousand
dollars) per month beginning thirty (30) days after the date Company until the
Contract term expires. (Note: CSI shall not be expected to, nor shall it be
allowed to, promote or Company's stock or solicit purchases for Company's shares
or be involved in any activities which prevent the issuance of S8 stock to CSI
under SEC rules.
CSI shall have the right to name one (1) person to Company's Board of
Directors for the term of CSI's Consulting Agreement subject to Company's, Board
of Directors' acceptance of CSI's board candidates, which acceptance shall not
be unreasonably withheld. Such one member will not exceed 40% (forty percent) of
Company's, its successor's or acquirer's Board members and, if necessary,
Company, its successor or acquirer, shall expand its Board size to accommodate
such one (1) members
If the foregoing is agreeable, please execute below understanding this
contract is totally contingent on Company becoming a publicly traded firm. A
facsimile signature shall be valid as an original.
Executed this 1st day of December, 1999.
SYNTEC CORPORATION
("Company")
By: /S/ Xxxx Xxxxxx
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Xxxx Xxxxxx, CEO/Chairman
Consulting & Strategy International LLC
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
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Xxxxxxxx X. Xxxxxx, Xx. C.E.O.
Attachment(s):
Disclosure
Warrant Agreement
"DISCLOSURE"
Xxxxxxxx X. Xxxxxx, Xx. is a licensed Texas attorney who performs
consulting and other work for Consulting & Strategy International, L.L.C.
("CSI") in his capacity as a consultant, and not as an attorney. Xx. Xxxxxx may,
or will, have contact with Syntec Corporation (the "Company"). It is clearly
understood and acknowledged that Xx. Xxxxxx does not represent CSI or Company as
an attorney, but rather only in his capacity as a business consultant
Please sign below to acknowledge this disclosure and your waiver of any
potential conflict of interests claim.
Very Truly Yours
/s/ Xxxxxxxx X. Xxxxxx, Xx.
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Xxxxxxxx X. Xxxxxx, Xx.
Consulting & Strategy International, L.L.C. ("Company")
Syntec Corporation
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxx Xxxxxx
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Xxxxx X. Xxxx, President Xxxx Xxxxxx, CEO/Chairman
