SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this “Agreement”) is made
as of January 1, 2010, by and between BLINK COUTURE, INC., a Delaware
corporation (the “Company”) and REGENT
PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (“Regent”) (each a
“Party ” and
collectively referred to hereafter as the “Parties”).
WITNESSETH:
WHEREAS,
the Company is a shell company (as such term is defined in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended) with limited resources to pursue
its business plan and maintain its status as a publicly-reporting company;
and
WHEREAS,
Regent has substantial experience in corporate governance and management and has
substantial expertise and contacts which are of value to the Company in the
identification of prospective business opportunities for the Company and sources
of financing; and
WHEREAS,
the business plan of the Company is the identification of a suitable target for
a potential merger or acquisition transaction commonly known as a “reverse
merger” or “alternative public offering” transaction; and
WHEREAS,
to facilitate pursuing the Company’s operation and pursuit of the goals stated
in its business plan, the Company desires to engage Regent to provide the
services specified in this Agreement;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties, intending to be legally
bound, hereby agree in good faith as follows:
1. Services. The
services which Regent shall provide, pursuant to the terms and conditions of
this Agreement, shall include the following:
(a)
Regent will familiarize itself to the extent it deems appropriate with the
business, operations, financial condition and prospects of the
Company;
(b) At
the request of the Company’s management, Regent will provide strategic advisory
services relative to the achievement of the Company’s business
plan;
(c)
Regent will undertake to identify potential merger and acquisition targets for
the Company and assist in the analysis of proposed transactions;
(d)
Regent will assist the Company in identifying potential investment bankers,
placement agents and broker-dealers who are qualified to act on behalf of the
Company to achieve its strategic goals.
(e)
Regent will assist in the identification of potential investors which might have
an interest in evaluating participation in financing transactions with the
Company;
(f)
Regent will assist the Company in the negotiation of merger, acquisition and
corporate finance transactions;
(g) At
the request of the Company’s management, Regent will provide advisory services
related to corporate governance and matters related to the maintenance of the
Company’s status as a publicly-reporting company; and
(h) At
the request of the Company’s management, Regent will assist the Company in
satisfying various corporate compliance matters.
Regent is
not a licensed broker-dealer. Under no circumstances will Regent engage in any
activities which would require licensure as a broker-dealer.
2. Term and Termination.
The term of this engagement shall be for a period of twelve (12) months
commencing with the date of this Agreement and may be extended upon the mutual
written agreement of the Parties.
3. Consideration. In
consideration for Regent providing the services set forth in Section 1 above, the
Company will pay to Regent a quarterly fee in the amount of $10,000, payable in
cash or, at the option of Regent, in kind, on the first day of each calendar
quarter commencing on January 1, 2010.
4. Notices. Any
notices required or permitted to be given under the terms of this Agreement must
be sent by certified or registered mail (return receipt requested) or delivered
personally or by courier (including a recognized overnight delivery service) and
will be effective five days after being placed in the mail, if mailed by regular
United States mail, or upon receipt, if delivered personally, or by courier
(including a recognized overnight delivery service), in each case addressed to a
Party. The addresses for such communications are:
| If to the Company: |
Blink
Couture, Inc.
c/o
Regent Private Capital, LLC
000
Xxxx 00xx
Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx, XX 00000
|
|
| If to Regent: |
Regent
Private Capital, LLC
0000
X. Xxxxx Xxxxxx
Xxxxx,
Xxxxxxxx 00000
|
|
2
In each case with a copy (which shall not
constitute notice) to:
|
Xxxxxxx
LLP
000
Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Telephone:
(000) 000-0000
Attn:
Xxxxx X. Xxxxxx, Esq.
|
||
5. Entire Agreement;
Amendments. This Agreement constitutes the entire agreement among the
Parties hereto with respect to the subject matter hereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof. No provision of this Agreement may be waived or amended other than
by an instrument in writing signed by the Parties.
6. Successors and Assigns;
Assignment.
Subject to the terms of this Agreement, this Agreement is binding upon and
inures to the benefit of the Parties and their successors and permitted
assigns. Neither Party may assign this Agreement or any of its rights
or obligations hereunder without the prior written consent of the other Party,
and any such purported assignment without the prior written consent of such
other Party shall be void ab
initio.
7. Waiver. It is agreed
that a waiver by either Party of a breach of any provision of this Agreement
shall not operate, or be construed, as a waiver of any subsequent breach by that
same Party.
8. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
excluding the conflicts of laws principles thereof.
9. Severability. In
the event that any one or more of the provisions of this Agreement shall for any
reason be held to be invalid, illegal or unenforceable, in whole or in part, or
in any respect, or in the event that any one or more of the provisions of this
Agreement shall operate, or would prospectively operate, to invalidate this
Agreement, then, and in any such event, such provision or provisions only shall
be deemed null and void and of no force or effect and shall not affect any other
provision of this Agreement, and the remaining provisions of this Agreement
shall remain operative and in full force and effect, shall be valid, legal and
enforceable, and shall in no way be affected, prejudiced or disturbed
thereby.
10. Counterparts; Signatures by
Facsimile. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each Party and delivered to the other Party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format or
other electronic data file, such signature shall create a valid and binding
obligation of the Party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile, “.pdf” or other
electronic data file signature page were an original thereof.
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11. Construction.
The language used in this Agreement shall be deemed to be the language
chosen by the Parties to express their mutual intent, and no rule of strict
construction shall be applied against any Party. Any reference to any federal, state, local or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires
otherwise.
12. Remedies. Regent
shall be entitled to enforce its rights under this Agreement specifically to
recover damages by reason of any breach of any provision or term of this
Agreement and to exercise all other rights existing in its favor. In the event
of any dispute under this Agreement, the prevailing party shall be entitled to
recover its costs incurred in connection with the resolution thereof, including
reasonable attorneys fees.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as an
instrument under seal as of the date first written above.
| BLINK COUTURE, INC. | |||
|
|
By:
|
/s/ Xxxxxxxx Field | |
|
Name:
Xxxxxxxx Field
Title:
President & CEO
|
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| REGENT PRIVATE CAPITAL, LLC | |||
|
|
By:
|
/s/ Xxxxxx Xxxxxxx | |
|
Name: Xxxxxx
Xxxxxxx
Title:
Managing Director
|
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