CENTAURUS ONE, LLC Boston, MA 02110
CENTAURUS
ONE, LLC
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April
23,
2007
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CEO
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TIX/Centaurus
Consulting Agreement
Dear
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This
Letter of Agreement (the “Agreement”) is provided to define the terms and
conditions under which your company, TIX Corp. (“TIX”), is retaining Centaurus
One, LLC (“Centaurus”) to provide business consulting services. Upon your
execution of this Letter of Agreement where indicated below, the following
terms
and conditions in this Agreement shall be binding on all parties
concerned:
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1.
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Term.
The Term of this Agreement shall be for a period of three (3) years,
commencing the day all of the Preconditions indicated herein are
fully
satisfied by TIX (the “Commencement Date”). The “Preconditions” are: (i)
Consummation of the grant award specified in Paragraph 3(a) of this
Agreement; (ii) Payment of the $666,666.67 fee specified in the aforesaid
Paragraph 3(a); and (iii) Consummation of the stock option award
specified
in Paragraph 3(b) of this Agreement. By way of example, if the
Preconditions are met on May 1, 2007, this Agreement shall terminate
on
April 30, 2010. At any time after the first anniversary of the
Commencement Date, Centaurus shall have the right to terminate this
Agreement by surrendering the options awarded it under Paragraph
3(b)
hereof to TIX. If the Preconditions are not fully satisfied by May
4,
2007, then this Agreement shall be deemed null and
void.
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2.
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Services
Provided and Specific Exclusion.
Centaurus shall provide consulting services to TIX to assist TIX
in TIX’s
branding and community relations activities (the “Services”).
Notwithstanding TIX’s engagement in the business of selling tickets to
entertainment and sporting events, the parties hereto recognize and
stipulate that Centaurus is not in the ticket business; and Centaurus
shall not and will not engage in, nor be responsible for, the promotion,
brokerage, negotiation, acquisition, sale, delivery, or handling
of any
tickets for or to any person or
entity.
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April
23,
2007
Page
Two
3. Compensation.
In
exchange for the Services, Centaurus shall receive from TIX:
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a.
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A
grant award of $1 million of TIX’s unrestricted common stock (the “Stock”)
valued at a preferred rate (approximately $4.00 per share), and net
of all
taxes. Accordingly, at the time the TIX shares are transferred to
Centaurus, TIX shall pay Centaurus $666,666.67 by wire transfer or
certified check to pay the combined federal and state taxes on
$1,666,666.67.
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b.
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A
three-year option, exercisable exclusively at Centaurus’s discretion, on
200,000 shares of TIX’s Stock, the option price of which shall be at the
current market rate. With respect to these optionable shares, Centaurus
shall have the right to convert, on a share-for-share basis, optionable
shares into granted shares, provided Centaurus (i) pays whatever
taxes may
be incurred by Centaurus as a result of the grant of shares, and
(ii)
exercises the conversion right in or within ninety (90) days after
the
Commencement Date.
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4.
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Rights
Fully Vested.
The shares awarded Centaurus under the stock grant
and stock options
provisions of Paragraph 3 hereof shall be fully vested; and shall,
along
with the $666,666.67 fee, be deemed fully-earned, non-refundable,
and
non-recoupable.
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5.
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Indemnity
and Waiver.
TIX hereby agrees to indemnify and hold harmless Centaurus, and
Centaurus’s principals, directors, officers, shareholders, owners,
managers, and affiliated parties of whatever type and wherever situated
(all of which being hereinafter collectively referred to as “Indemnified
Parties”), from and against, and agree promptly to defend from and
reimburse Indemnified Parties for, any and all losses, damages, costs,
expenses, liabilities, obligations, and claims of any kind, including
without limitation, reasonable attorney fees and other legal costs
and
expenses (“Claims”), incurred by any Indemnified Party that arise from,
whether directly or indirectly, the negotiation, execution, and
performance of this Agreement, and for any of TIX’s business activities
for which Centaurus is not engaged. TIX hereby agrees to waive any
and all
Claims that it may have against any Indemnified Party; and hereby
agrees
that the submission of a copy this Agreement to any court or arbitration
proceeding arising from this Agreement shall be full, conclusive,
and
irrevocable evidence for immediate
dismissal.
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6.
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Confirmations.
TIX hereby agrees to execute, file, and deliver to Centaurus whatever
documents and documentation Centaurus may reasonably request to perfect
any interest, or exercise any right, provided to Centaurus and any
Indemnified Party under this
Agreement.
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April
23,
2007
Page
Three
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7.
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Entire
Agreement.
This Agreement supersedes and terminates all prior discussions and
agreements with respect to the subject matter contained herein; and
this
Agreement embodies the entire understanding between the parties,
any and
all prior correspondence, conversations, or memoranda being merged
herein
and replaced, and being without effect hereon. This Agreement or
any part
hereof, including the provisions against oral modifications, may
not be
modified, waived, or discharged except in a writing duly signed by
each of
the parties.
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If
you
are in Agreement with the terms and conditions enumerated herein, kindly
indicate your assent where indicated below.
I
thank
you for your interest in our services, and I look forward to working with
you.
Sincerely,
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President
and CEO
READ
AND
ASSENTED TO:
By:
________________________
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Tix
Corporation