THIS INVESTOR RELATIONS AGREEMENT made as of the 1st day of October 2006, BETWEEN:
THIS
INVESTOR RELATIONS AGREEMENT
made as
of the 1st day of October 2006,
BETWEEN:
EYI
INDUSTRIES, Inc. a
company
subsisting under the laws of the State of Nevada and having its office at 0000
Xxxxxxx Xxxxxx, Xxxxxxx, XX Xxxxxx X0X 0X0
(“EYI
INDUSTRIES”)
AND:
AGORACOM
Investor Relations Corp,
a
company incorporated in the province of Ontario, and having its head office
at
000 Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
(“AGORACOM”)
WHEREAS:
|
A.
|
EYI
INDUSTRIES requires the services of a corporation capable of providing
Investor Relations services (collectively, the “Services”);
and
|
| B. |
AGORACOM
is ready, willing and able to provide the Services on the terms and
conditions set forth in this
Agreement;
|
NOW
THEREFORE in
consideration of the mutual covenants contained herein and the sum of $10.00
paid by each party to the other (the receipt and sufficiency of which is hereby
acknowledged), the parties hereto agree each with the other as
follows:
|
1.
|
CONSULTING
SERVICES
|
| 1.1 |
Subject
to the approval of any governing regulatory authority or stock
exchange,
if required, EYI INDUSTRIES shall retain AGORACOM to provide the
Services,
the particulars of which are set out in section 4 of this Agreement,
and
AGORACOM shall provide the Services on the terms and conditions of
this
Agreement.
|
| 1.2 |
AGORACOM
shall have no right or authority, express or implied, to commit or
otherwise obligate EYI INDUSTRIES in any manner whatsoever, except
to the
extent specifically provided for herein or specifically authorized
in
writing by EYI INDUSTRIES.
|
| 2. |
TERM
|
| 2.1 |
The
term of this Agreement shall begin on October 1, 2006 and, unless
sooner
terminated as provided for in section 7 of this Agreement, shall
expire on
the October 1, 2007.
|
| 3. |
COMPENSATION
|
As
partial compensation for services under this Agreement, AGORACOM shall receive
monthly cash compensation in the amount of $US
2,500.00.
EYI
INDUSTRIES
will
provide AGORACOM with first and last month upfront ($US 5,000) along with post
dated cheques for November 1st
and
December 1st.
Thereafter, EYI will provide AGORACOM with 3 post dated cheques at the beginning
of each respective quarter.
|
3.2
|
As
the final component of compensation, EYI
INDUSTRIES
shall grant AGORACOM a warrant to purchase up to 500,000 common shares
of
EYI INDUSTRIES, the details of which are provided in Schedule "B"
of this
Agreement. The monthly fee and warrant shall constitute full compensation
for AGORACOM.
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|
3.3
|
AGORACOM
shall absorb all expenses incurred in providing Services to EYI INDUSTRIES
pursuant to this Agreement.
|
|
4.
|
SERVICES
TO BE PROVIDED
|
| 4.1 |
AGORACOM
agrees, at its expense, to
effect communications
between EYI INDUSTRIES and its shareholder base, prospective investors
and
the investment community as a whole, the details of which have been
clearly defined in Schedule
"A"
of
this Agreement.
|
| 4.2 |
AGORACOM
agrees, at its expense, to further provide marketing
and branding services
intended to raise awareness amongst prospective investors and the
investment community as a whole, the details of which have been clearly
defined in Schedule
"A"
of
this Agreement.
|
|
4.2
|
In
performing the Services under this Agreement, AGORACOM shall comply
with
all applicable corporate, securities and other laws, rules, regulations,
notices and policies, including those of any applicable Stock Exchange,
and, in particular, AGORACOM shall not:
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|
(a)
|
release
any financial or other information or data about EYI INDUSTRIES,
which has
not been generally released or promulgated, without the prior approval
of
EYI INDUSTRIES;
|
|
(b)
|
conduct
any meetings or communicate with financial analysts without informing
EYI
INDUSTRIES in advance of the proposed meeting and the format or agenda
of
such meeting;
|
| (c) |
release
any information or data about EYI INDUSTRIES to any selected or limited
person, entity, or group if AGORACOM is aware or ought to be aware
that
such information or data has not been generally released or promulgated;
and
|
| (d) |
after
notice by EYI INDUSTRIES of filing materials for a proposed public
offering of securities of EYI INDUSTRIES, and during any period of
restriction on publicity, AGORACOM shall not engage in any public
relations efforts not in the normal course without the prior approval
of
counsel for EYI INDUSTRIES and of counsel for the underwriter(s),
if
any.
|
| 5. |
DUTIES
OF COMPANY
|
| 5.1 |
EYI
INDUSTRIES shall supply AGORACOM, on a regular and timely basis,
with all
approved data and information about EYI INDUSTRIES, its management,
products and operations, and EYI INDUSTRIES shall be responsible
for
advising AGORACOM of any facts which would affect the accuracy of
any
prior data or information previously supplied to AGORACOM. EYI INDUSTRIES
will make its best efforts to make officers and executives available
for
interviews, Q&A sessions and other investor communications. EYI
INDUSTRIES will use its best efforts to respond to reasonable questions
put forth by shareholders and prospective investors.
|
|
5.2
|
EYI
INDUSTRIES shall contemporaneously notify AGORACOM if any information
or
data being supplied to AGORACOM that has not been generally released
or
promulgated.
|
| 5.3 |
EYI
INDUSTRIES shall issue a press release, to be drafted by AGORACOM,
announcing the Investor Relations agreement and include AGORACOM
contact
information and instructions for investors to utilize the EYI INDUSTRIES
IR HUB at the end of every subsequent press
release.
|
|
6.
|
REPRESENTATIONS
AND WARRANTIES
|
AGORACOM
represents and warrants to, and covenants with, EYI INDUSTRIES as follows:
| (a) |
AGORACOM
and its agents, employees and consultants, will comply with all applicable
corporate and securities laws and other laws, rules, regulations,
notices
and policies, including those of any applicable Stock Exchange;
|
| (b) |
AGORACOM
will, and will cause its employees, agents and consultants to, act
at all
times in the best interests of EYI INDUSTRIES;
and
|
| (c) |
AGORACOM
has not been subject to any sanctions or administrative proceedings
by any
securities regulatory authority
|
|
7.
|
TERMINATION
|
| 7.1 |
In
the event AGORACOM materially breaches any term of this Agreement,
EYI
INDUSTRIES may immediately terminate this Agreement with
“cause”.
|
|
7.2
|
In
the event of termination by EYI INDUSTRIES pursuant to paragraph
7.1, all
amounts otherwise payable to AGORACOM pursuant to the terms of section
3
shall cease and terminate, including unvested stock options, and
AGORACOM
will return all material provided by EYI
INDUSTRIES.
|
| 7.3 |
In
the event EYI INDUSTRIES or EYI INDUSTRIES materially breaches any
term of
this Agreement, AGORACOM may immediately terminate this
Agreement.
|
|
7.4
|
In
the event of termination by AGORACOM pursuant to paragraph 7.3, or
termination of this agreement by EYI INDUSTRIES without
cause,
all amounts otherwise payable to AGORACOM for the remaining and complete
term of this agreement, pursuant to the terms of Section 3, shall
become
immediately due and payable and AGORACOM will return all material
provided
by EYI INDUSTRIES. In addition, all stock options granted pursuant
to the
terms of Section 3 shall not be
effected.
|
|
8.
|
NOTICE
|
| 8.1 |
Any
notice, commitment, election or communication required to be given
hereunder by either party to the other party, in any capacity shall
be
deemed to have been well and sufficiently given if facsimilied or
delivered to the address of the other party as set forth on page
one of
this Agreement, or as later amended by either party from time to
time in
writing.
|
|
8.2
|
Any
such notice, commitment, election or other communication shall be
deemed
to have been received on the third business day following the date
of
delivery.
|
|
9.
|
GENERAL
|
|
9.1
|
All
references to currency herein are to currency of The United States
Of
America.
|
|
9.2
|
The
rights and interests of the parties under this Agreement are not
assignable.
|
| 9.3 |
Time
is of the essence of this Agreement.
|
| 9.4 |
This
Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors, personal representatives,
heirs
and assigns.
|
|
9.5
|
If
any one or more of the provisions contained in this Agreement should
be
invalid, illegal or unenforceable in any respect in any jurisdiction,
the
validity, legality and enforceability of such provision or provisions
will
not in any way be affected or impaired thereby in any other jurisdiction
and the validity, legality and enforceability of the remaining provisions
contained herein will not in any way be affected or impaired thereby,
unless in either case as a result of such determination this Agreement
would fail in its essential purpose.
|
|
9.6
|
The
heading and section numbers appearing in this Agreement or any schedule
hereto are inserted for convenience of reference only and shall not
in any
way affect the construction or interpretation of this Agreement.
|
|
9.7
|
|
9.8
|
AGORACOM
is an independent contractor, responsible for compensation of its
agents,
employees and representatives, as well as all applicable withholdings
therefrom and taxes thereon. This Agreement does not establish any
partnership, joint venture, or other business entity or association
between the parties.
|
|
9.9
|
This
Agreement shall supersede and replace any other agreement or arrangement,
whether oral or written, heretofore existing between the parties
in
respect of the subject matter of this Agreement.
|
|
9.10
|
The
parties shall promptly execute or cause to be executed all documents,
deeds, conveyances and other instruments of further assurance which
may be
reasonably necessary or advisable to carry out fully the intent of
this
Agreement.
|
|
9.11
|
This
Agreement may be executed in as many counterparts as may be necessary
and
by facsimile, each of such counterparts so executed will be deemed
to be
an original and such counterparts together will constitute one and
the
same instrument and, notwithstanding the date of execution, will
be deemed
to bear the date as of the day and year first above written.
|
IN
WITNESS WHEREOF
this
Agreement has been executed as of the day and year first above
written.
| EYI INDUSTRIES, Inc. | |||
| /s/ Xxxx X’Xxxxx | |||
|
Xxxx X’Xxxxx, COO |
|||
| AGORACOM Investor Relations | |||
| /s/ Xxxx Xxxxxxxx | |||
|
Xxxx Xxxxxxxx, Vice President |
SCHEDULE
"A"
Lead
Generation And Awareness
| - |
2
months of AOL Small Cap Show
|
| - |
2
CEO Interviews
|
| - |
2
Feature Webcasts
|
| - |
4
AGORACOM E-Mail Bulletins
|
| - |
4-8
Presidents Messages
|
| - |
12
months of AGORACOM MarketPlace
|
| - |
12
months of AOL Small Cap Centre Headlines
|
| - |
12
months of AGORACOMCOM Front Page
Headlines
|
| - |
5,000
Monthly Front Page Featured Company
Spots
|
| - |
100,000
monthly Banner Advertising
Impressions
|
DAILY
IR MANAGEMENT AND EXECUTION
Customized
and Monitored IR Hub - AGORACOM
will create a customized and monitored IR HUB for the purposes of communicating
with current and prospective investors. The EYI INDUSTRIES IR HUB will also
contain a broker fact sheet, complete company profile, EYI INDUSTRIES logo,
executive address with a EYI INDUSTRIES executive, stock chart, delayed quote
and e-mail registration for investors and prospective investors.
Strategy
- AGORACOM
will formulate and execute a complete IR strategy in 3-month increments over
the
next 12 months.
Complete
Document Creation and Delivery
- AGORACOM
will produce all investor related documents including press releases, corporate
updates, interviews, question and answer (Q&A's) and media advisories.
AGORACOM will be responsible for delivering all such documents via press release
(through your distributor), e-mail and the EYI INDUSTRIES IR HUB.
Shareholder
Communications and Database Management
- AGORACOM
will facilitate all daily and regular communications with current and potential
investors including questions, requests for information and other relevant
queries via e-mail and the EYI INDUSTRIES IR HUB. AGORACOM will manage and
update the EYI INDUSTRIES database on a daily basis, add contacts, delete
contacts, track delivery results and manage soft and hard e-mail bounces to
insure an up to date and robust database.
Generate
and Deliver Proactive Communications
- Developments
with respect to the company, its industry, competitors and related products
will
serve as the basis for proactive communications with current and prospective
investors. AGORACOM will produce and deliver proactive communications in 10
-14
day intervals.
| /s/ DO | /s/ PK | ||
| Initials | Initials | ||
| EYI INDUSTRIES, Inc. | AGORACOM Investor Relations |
SCHEDULE
"B"
EYI
INDUSTRIES grants
AGORACOM a warrant to purchase up to 500,000 common shares of EYI INDUSTRIES
INC. The warrant price shall be set at $US 0.06.
| EYI INDUSTRIES, Inc. | |||
| /s/ Xxxx X’Xxxxx | |||
|
Xxxx X’Xxxxx, COO |
| AGORACOM Investor Relations | |||
| /s/ Xxxx Xxxxxxxx | |||
|
Xxxx Xxxxxxxx, Vice President |
