CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement"), effective as of April 7, 2006 is
entered into by and between Global Realty Development Corp., a Delaware
corporation (herein referred to as the "Company") and Redwood Consultants, LLC,
a California Limited Liability Company (herein referred to as the "Consultant").
RECITALS
WHEREAS, Company is a publicly-held corporation with its common stock traded on
the OTC BB Market under the symbol GRLY; and
WHEREAS, Company desires to engage the services of Consultant to represent the
company in investors' communications and public relations with existing
shareholders, brokers, dealers and other investment professionals as to the
Company's current and proposed activities, and to consult with management
concerning such Company activities;
NOW THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Term of Consultancy. Company hereby agrees to retain the Consultant to
act in a consulting capacity to the Company and the Consultant hereby agrees to
provide services to the Company commencing upon April 7, 2006 and ending on
April 6, 2007.
2. Duties of Consultant. The Consultant agrees that it will generally
provide the following specified consulting services through its officers and
employees during the term specified in Section 1:
(a) Consult and assist the Company in developing and implementing
appropriate plans and means for presenting the Company and its business plans,
strategy and personnel to the financial community, establishing an image for the
Company in the financial community, and creating the foundation for subsequent
financial public relations efforts;
(b) Introduce the Company to the financial community;
(c) With the cooperation of the Company, maintain an awareness
during the term of this Agreement of the Company's plans, strategy and
personnel, as they may evolve during such period, and consult and assist the
Company in communicating appropriate information regarding such plans, strategy
and personnel to the financial community;
(d) Assist and consult the Company with respect to its (i)
relations with stockholders, (ii) relations with brokers, dealers, analysts and
other investment professionals, and (iii) financial public relations generally;
(e) Perform the functions generally assigned to stockholder
relations and public relations departments in major corporations, including
responding to telephone and written inquiries (which may be referred to the
Consultant by the Company); preparing press releases for the Company with the
Company's involvement and approval of press releases, reports and other
communications with or to shareholders, the investment community and the general
public; consulting with respect to the timing, form, distribution and other
matters related to such releases, reports and communications; and, at the
Company's request and subject to the Company's securing its own rights to the
use of its names, marks, and logos, consulting with respect to corporate
symbols, logos, names, the presentation of such symbols, logos and names, and
other matters relating to corporate image;
(f) Upon the Company's direction and approval, disseminate
information regarding the Company to shareholders, brokers, dealers, other
investment community professionals and the general investing public;
(g) Upon the Company's approval, conduct meetings, in person or
by telephone, with brokers, dealers, analysts and other investment professionals
to communicate with them regarding the Company's plans, goals and activities,
and assist the Company in preparing for press conferences and other forums
involving the media, investment professionals and the general investment public;
(h) At the Company's request, review business plans, strategies,
mission statements budgets, proposed transactions and other plans for the
purpose of advising the Company of the public relations implications thereof;
and,
(i) Otherwise perform as the Company's consultant for public
relations and relations with financial professionals.
3. Allocation of Time and Energies. The Consultant hereby promises to
perform and discharge faithfully the responsibilities which may be assigned to
the Consultant from time to time by the officers and duly authorized
representatives of the Company in connection with the conduct of its financial
and public relations and communications activities, so long as such activities
are in compliance with applicable securities laws and regulations. Consultant
and staff shall diligently and thoroughly provide the consulting services
required hereunder. Although no specific hours-per-day requirement will be
required, Consultant and the Company agree that Consultant will perform the
duties set forth herein above in a diligent and professional manner. The parties
acknowledge and agree that a disproportionately large amount of the effort to be
expended and the costs to be incurred by the Consultant and the benefits to be
received by the Company are expected to occur within or shortly after the first
two months of the effectiveness of this Agreement. It is explicitly understood
that Consultant's performance of its duties hereunder will in no way be measured
by the price of the Company's common stock, nor the trading volume of the
Company's common stock. It is also understood that the Company is entering into
this Agreement with Redwood Consultants, LLC ("RC"), a California Limited
Liability Company and not any individual member of RC, and, as such, Consultant
will not be deemed to have breached this Agreement if any member, officer or
director of RC leaves the firm or dies or becomes physically unable to perform
any meaningful activities during the term of the Agreement, provided the
Consultant otherwise performs its obligations under this Agreement.
4. Remuneration. As full and complete compensation for services described
in this Agreement, the Company shall compensate RC as follows:
4.1 For undertaking this engagement and for other good and valuable
consideration, the Company agrees to issue to the Consultant a "Commencement
Bonus" of 2,100,000 shares of the Company's Common Stock ("Common Stock") to be
delivered to Consultant within ten (10) business days of the signing of this
Agreement. This Commencement Bonus shall be issued to the Consultant immediately
following execution of this Agreement and shall, when issued and delivered to
Consultant, be fully paid and non-assessable. The Company understands and agrees
that Consultant has foregone significant opportunities to accept this engagement
and that the Company derives substantial benefit from the execution of this
Agreement and the ability to announce its relationship with Consultant. The
2,100,000 shares of Common Stock issued as a Commencement Bonus, therefore,
constitute payment for Consultant's agreement to consult to the Company and are
a nonrefundable, non-apportionable, and non-ratable retainer; such shares of
common stock are not a prepayment for future services. If the Company decides to
terminate this Agreement prior to April 6, 2007 for any reason whatsoever, it is
agreed and understood that Consultant will not be requested or demanded by the
Company to return any of the shares of Common Stock paid to it as Commencement
Bonus hereunder. Further, if and in the event the Company is acquired in whole
or in part, during the term of this agreement, it is agreed and understood
Consultant will not be requested or demanded by the Company to return any of the
2,100,000 shares of Common stock paid to it hereunder. It is further agreed that
if at any time during the term of this agreement, the Company or substantially
all of the Company's assets are merged with or acquired by another entity, or
some other change occurs in the legal entity that constitutes the Company, the
Consultant shall retain and will not be requested by the Company to return any
of the 2,100,000 shares.
4.2 The Commencement Bonus shares issued pursuant to this agreement
shall be issued in the name of Redwood Consultants, LLC, Tax ID # 00-000-0000.
4.3 With each transfer of shares of Common Stock to be issued pursuant
to this Agreement (collectively, the "Shares"), Company shall cause to be issued
a certificate representing the Common Stock and a written opinion of counsel for
the Company stating that said shares are validly issued, fully paid and
non-assessable and that the issuance and eventual transfer of them to Consultant
has been duly authorized by the Company. Company warrants that all Shares issued
to Consultant pursuant to this Agreement shall have been validly issued, fully
paid and non-assessable and that the issuance and any transfer of them to
Consultant shall have been duly authorized by the Company's board of directors.
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4.4 Consultant acknowledges that the shares of Common Stock to be
issued pursuant to this Agreement (collectively, the "Shares") have not been
registered under the Securities Act of 1933, and accordingly are "restricted
securities" within the meaning of Rule 144 of the Act. As such, the Shares may
not be resold or transferred unless the Company has received an opinion of
counsel reasonably satisfactory to the Company that such resale or transfer is
exempt from the registration requirements of that Act. The Company shall not
unreasonably withhold approval of any application filed by Consultant under Rule
144(d) of the Act to clear the subject shares of restriction after Consultant
has satisfied the requirements of Rule 144(d).
4.5 (Grant of Warrants). The Company shall grant and deliver to
Consultant warrants (the "Warrants") to purchase up to 1,000,000 shares of the
Company's common stock (the "Common Stock"), such Warrants to be granted
immediately at an exercise price of $2.00 per share. The Warrants shall be
exercisable at any time or from time-to-time commencing on the grant date and
subject to customary anti-dilution adjustments for reorganizations, stock splits
and the like, and payable in cash (including check, bank draft or money order).
4.6 In connection with the acquisition of Shares hereunder, the
Consultant represents and warrants to the Company, to the best of its/his
knowledge, as follows:
(a) Consultant acknowledges that the Consultant has been afforded
the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning an investment in the
Shares, and any additional information which the Consultant has requested.
(b) Consultant's investment in restricted securities is
reasonable in relation to the Consultant's net worth, which is in excess of ten
(10) times the Consultant's cost basis in the Shares. Consultant has had
experience in investments in restricted and publicly traded securities, and
Consultant has had experience in investments in speculative securities and other
investments which involve the risk of loss of investment. Consultant
acknowledges that an investment in the Shares is speculative and involves the
risk of loss. Consultant has the requisite knowledge to assess the relative
merits and risks of this investment without the necessity of relying upon other
advisors, and Consultant can afford the risk of loss of his entire investment in
the Shares. Consultant is (i) an accredited investor, as that term is defined in
Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser
described in Section 25102 (f) (2) of the California Corporate Securities Law of
1968, as amended.
(c) Consultant is acquiring the Shares for the Consultant's own
account for long-term investment and not with a view toward resale or
distribution thereof except in accordance with applicable securities laws.
5. Financing "Finder's Fee". It is understood that in the event Consultant
introduces Company, or its nominees, directly to an equity purchaser, not
already having a preexisting relationship with the Company, with whom Company,
or its nominees, ultimately finances or causes the completion of such financing,
Company agrees to compensate Consultant for such services with a "finder's fee"
in the amount of 7% of total gross funding provided by such equity purchaser,
such fee to be payable in cash. In addition, if Consultant introduces the
Company to any other intermediary, which shall be the subject of separate
agreements negotiated between Company and such other intermediary, and such
intermediary causes the completion of an equity financing, then Consultant shall
receive 5% for the first $1,000,000, 4% for the next $1,000,000, 3% for the next
$1,000,000, 2% for the next $1,000,000 and 1% for every $1,000,000 dollars
thereafter (the Xxxxxx formula). It is also understood that in the event
Consultant introduces Company, or its nominees, to an acquisition candidate,
either directly or indirectly through another intermediary, not already having a
preexisting relationship with the Company, which Company, or its nominees,
ultimately acquires or causes the completion of such acquisition, Company agrees
to compensate Consultant for such services with a "finder's fee" in the same
amounts as described above of total gross consideration provided by such
acquisition, such fee to be payable in cash and or stock as per the acquisition.
It is specifically understood that Consultant is not and does not hold itself
out be a Broker/Dealer, but is rather merely a "Finder" in reference to the
Company procuring financing sources and acquisition candidates. Any obligation
to pay a "Finder's Fee" hereunder shall survive the merging, acquisition, or
other change in the form of entity of the Company and to the extent it remains
unfulfilled shall be assigned and transferred to any successor to the Company.
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5.1 It is further understood that Company, and not Consultant, is
responsible to perform any and all due diligence on such lender, equity
purchaser or acquisition candidate introduced to it by Consultant under this
Agreement, prior to Company receiving funds or closing on any acquisition.
However, Consultant will not introduce any parties to Company about which
Consultant has any prior knowledge of questionable, unethical or illicit
activities.
5.2 Company agrees that said compensation to Consultant shall be paid
in full at the time said financing or acquisition is closed, such compensation
to be transferred by Company to Consultant within seven (7) business days of the
execution of the financing of acquisition closing document.
Payment of said compensation shall be a condition precedent to the closing of
such financing or acquisition, and Company shall execute any and all documents
necessary to effect said compensation.
5.3 As further consideration to Consultant, Company, or its nominees,
agrees to pay with respect to any financing or acquisition candidate provided
directly or indirectly to the Company by any lender or equity purchaser covered
by this Section 5 during the period of one year from the close of the term of
this Agreement, a fee to Consultant equal to that outlined in Section 5 herein.
5.4 Consultant will notify Company of introductions it makes for
potential sources of financing or acquisitions in a timely manner (within
approximately 3 days of introduction) via facsimile memo. If Company has a
preexisting relationship with such nominee and believes such party should be
excluded from this Agreement, then Company will notify Consultant immediately
within twenty-four (24) hours of Consultant's facsimile to Company of such
circumstance via facsimile memo.
6. Non-Assignability of Services. Consultant's services under this contract
are offered to Company only and may not be assigned by Company to ant entity
with which Company merges or which acquires the Company or substantially all of
its assets. In the event of such merger or acquisition, all compensation to
Consultant herein under the schedules set forth herein shall remain due and
payable, and any compensation received by the Consultant may be retained in the
entirety by Consultant, all without any reduction or pro-rating and shall be
considered and remain fully paid and non-assessable. Notwithstanding the
non-assignability of Consultant's services, Company shall assure that in the
event of any merger, acquisition, or similar change of form of entity, that its
successor entity shall agree to complete all obligations to Consultant,
including the provision and transfer of all compensation herein, and the
preservation of the value thereof consistent with the rights granted to
Consultant by the Company herein, and to Shareholders.
7. Indemnification. The Company warrants and represents that all oral
communications, written documents or materials furnished to Consultant by the
Company with respect to financial affairs, operations, profitability and
strategic planning of the Company are accurate and Consultant may rely upon the
accuracy thereof without independent investigation. The Company will protect,
indemnify and hold harmless Consultant against any claims or litigation
including any damages, liability, cost and reasonable attorney's fees as
incurred with respect thereto resulting from Consultant's communication or
dissemination of any said information, documents or materials excluding any such
claims or litigation resulting from Consultant's communication or dissemination
of information not provided or authorized by the Company.
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8. Representations. Consultant represents that it is not required to
maintain any licenses and registrations under federal or any state regulations
necessary to perform the services set forth herein. Consultant acknowledges
that, to the best of its knowledge, the performance of the services set forth
under this Agreement will not violate any rule or provision of any regulatory
agency having jurisdiction over Consultant. Consultant acknowledges that, to the
best of its knowledge, Consultant and its officers and directors are not the
subject of any investigation, claim, decree or judgment involving any violation
of the SEC or securities laws. Consultant further acknowledges that it is not a
securities Broker Dealer or a registered investment advisor. Company
acknowledges that, to the best of its knowledge, that it has not violated any
rule or provision of any regulatory agency having jurisdiction over the Company.
Company acknowledges that, to the best of its knowledge, Company is not the
subject of any investigation, claim, decree or judgment involving any violation
of the SEC or securities laws.
9. Legal Representation. The Company acknowledges that it has been
represented by independent legal counsel in the preparation of this Agreement.
Consultant represents that it has consulted with independent legal counsel
and/or tax, financial and business advisors, to the extent the Consultant deemed
necessary.
10. Status as Independent Contractor. Consultant's engagement pursuant to
this Agreement shall be as independent contractor, and not as an employee,
officer or other agent of the Company. Neither party to this Agreement shall
represent or hold itself out to be the employer or employee of the other.
Consultant further acknowledges the consideration provided hereinabove is a
gross amount of consideration and that the Company will not withhold from such
consideration any amounts as to income taxes, social security payments or any
other payroll taxes. All such income taxes and other such payment shall be made
or provided for by Consultant and the Company shall have no responsibility or
duties regarding such matters. Neither the Company nor the Consultant possesses
the authority to bind each other in any agreements without the express written
consent of the entity to be bound.
11. Attorney's Fee. If any legal action or any arbitration or other
proceeding is brought for the enforcement or interpretation of this Agreement,
or because of an alleged dispute, breach, default or misrepresentation in
connection with or related to this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys' fees and other costs in
connection with that action or proceeding, in addition to any other relief to
which it or they may be entitled.
12. Waiver. The waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by such other party.
13. Notices. All notices, requests, and other communications hereunder
shall be deemed to be duly given if sent by U.S. mail, postage prepaid,
addressed to the other party at the address as set forth herein below:
To the Company:
Global Realty Development Corp.
00000 Xxxxx Xxx Xxxx. Xxxxx 000
Xxxxx Xxxxxxx, XX 00000
To the Consultant:
Redwood Consultants, LLC
Xxxx Xxxxxxxxx, Managing Director
000 Xxx Xxxxx Xxxx Xxxx., Xxxx. X-0
Xxxxxx, XX 00000
It is understood that either party may change the address to which notices
for it shall be addressed by providing notice of such change to the other party
in the manner set forth in this paragraph.
14. Choice of Law, Jurisdiction and Venue. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the State of
California. The parties agree that California will be the venue of any dispute
and will have jurisdiction over all parties.
15. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the alleged breach thereof, or relating to Consultant's
activities or remuneration under this Agreement, shall be settled by binding
arbitration in California, in accordance with the applicable rules of the
American Arbitration Association, and judgment on the award rendered by the
arbitrator(s) shall be binding on the parties and may be entered in any court
having jurisdiction as provided by Paragraph 14 herein. The provisions of Title
9 of Part 3 of the California Code of Civil Procedure, including section
1283.05, and successor statutes, permitting expanded discovery proceedings shall
be applicable to all disputes that are arbitrated under this paragraph.
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16. Complete Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof. This Agreement and its terms may
not be changed orally but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
AGREED TO:
"Company" GLOBAL REALTY DEVELOPMENT CORP.
Date: April 7, 2006 By: /s/ Xxxxxx Xxxx
-------------------
Xxxxxx Xxxx, Chief Executive Officer
"Consultant" REDWOOD CONSULTANTS, LLC
Date: April 7, 2006 By: /s/ Xxxx Xxxxxxxxx
----------------------
Xxxx Xxxxxxxxx, Managing Director
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