June 5, 2010
Iron Eagle Group Inc.
Xx. Xxxxxxx Xxxxxxxx, Chief Executive Officer
000 Xxxx 00xx Xxxxxx
Xxxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Re: Advisory Agreement
Dear Xx. Xxxxxxxx
This Consulting Agreement ("Agreement") will certify that Iron Eagle
Group, Inc. (hereinafter referred to as "the Client') has agreed to
engage Xxxxxx Xxxxxx ("SSA") on a non-exclusive basis to perform
services related to financial consulting and public relations matters
pursuant to the terms and conditions set forth herein.
1. Services. SSA shall act as advisor to the Client and perform, as
requested by the Client, the following services:
a. Introduce Client to investment banking firms, and retail and
institutional brokerage firms.
b. Work with and advise Client in the development of a financial
public relations program designed to broaden recognition of Client
within the financial community nationwide.
c. Counsel Client regarding its overall strategy and related
activities within the financial community.
d. Assist Client with the preparation and revision of presentation
materials for meetings with the Investment community.
e. Such other duties as Client may reasonably request of SSA from
time to time.
f. Advise Client on the creation of a Board of Directors,
Compensation Committee and Audit Committee.
g. Agree to accept a seat on the Board of Directors of the Company
subject to a review of D&O Insurance and after a proper financing has
been completed.
h. Review assist and negotiate any and all acquisitions presented to
the Board.
2. Performance of Services. SSA shall be obligated to provide the
Services as and when requested by Client and shall not be authorized or
obligated to perform any Services on SSA's own initiative. The
Services shall be performed reasonably promptly after Client's request,
consistent with SSA's availability. It is understood that the Services
to be provided hereunder are not exclusive to the Client and SSA has
other business obligations, including acting as consultant for other
companies, provided, however, that SSA shall not provide services to
any potential or actual competitor of the Client during the term of
this agreement.
3. Relationship of the Parties. SSA shall be, and at all times during
the Term of the Agreement shall remain, an independent contractor. As
such, SSA shall determine the means and methods of performing the
Services hereunder and shall render the Services at such place it
determines. The Client shall pay all reasonable costs and expenses
incurred by SSA in the performance of its duties hereunder, provided
however such costs and expenses shall not exceed $250.00 without
Client's prior written approval.
4. Assurances. Client acknowledges that all opinions and advices
(written or oral) given by SSA to the Client in connection with this
Agreement are intended solely for the benefit and use of Client, and
Client agrees that no person or entity other than Client shall be
entitled to make use of or rely upon the advice of SSA to be given
hereunder. Furthermore, no such opinion or advice given by SSA shall
be used at any time, in any manner or for any purpose, and shall not be
reproduced, disseminated, quoted or referred to at any time, in any
manner or for any purpose, except as may be contemplated herein.
Client shall not make any public references to SSA with SSA's prior
written consent or as required by applicable law.
5. Compensation. As compensation for the Services to be performed by
SSA hereunder, SSA shall receive the following:
- A retainer in the form of 40 million shares of common stock shall
be granted and shall fully vest upon the execution of this agreement.
Those shares shall carry a restricted legend and SSA will agree to any
lock up agreement agreed to whereby all other officers, directors, and
affiliates also agree to lock up.
6. Additional Services. Should Client desire SSA to perform
additional services not outlined herein. Client may make such request
to SSA in writing. SSA may agree to perform those services at its sold
discretion; however, any additional services performed by SSA may
require an additional compensation schedule to be mutually agreed upon
prior to rendering such services.
7. Approval of Client Information. Client will be required to approve
all stockholder communications, press release and other materials
prepared and disseminated on its behalf by SSA.
8. Term. This Agreement shall remain in effect until June 5, 2013
unless otherwise mutually agreed upon by Client and SSA.
9. Due Diligence/Disclosure
a. Client recognizes and confirms that, in advising Client and in
fulfilling its retention hereunder, SSA will use and rely upon data,
material and other information furnished to it by Client. Client
acknowledges and agrees that in performing its Services under this
Agreement, SSA may relay upon the data, material and other information
supplied by Client without independently verifying the accuracy,
completeness or its veracity.
b. Except as contemplated by the terms hereof or as required by
applicable law, SSA shall keep confidential, indefinitely, all non-
public information provided to it by Client and shall not disclose such
information to any third party without Client's prior written consent,
other than such of its employees and advisors as SSA reasonably
determines to have a need to know.
10. Indemnification.
a. Client shall indemnify and hold SSA harmless against any and all
liabilities, claims, lawsuits, including any and all awards and/or
judgments to which it may become subject under the Act or the
Securities Exchange Act of 1934, as amended (the "1934 Act") or any
other federal or state statute, at common law or otherwise, insofar as
said liabilities, claims and lawsuits (including awards and/or
judgments) arise out of or are in connection with the Services rendered
by SSA in connection with this Agreement, except for any liabilities,
claims, and lawsuits (including awards, judgments and related costs and
expenses), arising out of acts or omissions of SSA. In addition, the
Client shall indemnify and hold SSA harmless against any and all
reasonable costs and expenses, including reasonable attorney fees,
incurred or relating to the foregoing. If it is judicially determined
that Client will not be responsible for any liabilities, claims and
lawsuits or expenses related thereto, the indemnified party, by his or
its acceptance of such amounts, agrees to repay Client all amounts
previously paid by Client to the indemnified person and will pay all
costs of collection thereof, including but not limited to reasonable
attorney's fees related thereto. SSA shall give Client prompt notice
of any such liability, claim or lawsuit, which SSA contends is the
subject matter of Client's indemnification and SSA thereupon shall be
granted the right to take any and all necessary and proper action, at
its sole costs and expense, with respect to such liability, claim and
lawsuit, including the right to settle, compromise and dispose of such
liability, claim or lawsuit, excepting there from any and all
proceedings or hearings before any regulatory bodies and/or
authorities.
b. SSA shall indemnify and hold Client and its director, officers,
employees and agents harmless against any and all liabilities, claims
and lawsuits, including and all award and/or judgments to which it may
become subject under the Act, the 1934 Act or any other federal or
state statute, at common law or otherwise, insofar as said liabilities,
claims and lawsuits (including awards and/or judgments) arise out of or
are based upon SSA's gross negligence or willful misconduct, or any
untrue statement or alleged untrue statement of a material fact or
omission of a material fact required to be stated or necessary to make
the statement provided by SSA not misleading, which statement or
omission was made in reliance upon information furnished in writing to
Client by or on behalf of SSA for inclusion in any registration
statement or prospectus or any amendment or supplement thereto in
connection with any transaction to which this Agreement applies. In
addition, SSA shall also indemnify and hold Client harmless against any
and all costs and expenses, including reasonable attorney fees,
incurred or relating to the foregoing. Client shall give SSA prompt
notice of any such liability, claim or lawsuit which Client contends is
the subject matter of SSA's indemnification and SSA thereupon shall be
granted the right to take any and all necessary and proper action, at
its sole cost and expense, with respect to such liability, claim and
lawsuit, including the right to settle, compromise or dispose of such
liability, claim or lawsuit, excepting there from any and all
proceedings or hearing before any regulatory bodies and/or authorities.
c. The indemnification provisions contained in this Section 10 are
in addition to any other rights or remedies which either party hereto
may have with respect to the oter or hereunder.
11. General Provisions.
a. Entire Agreement. This Agreement between Client and SSA
constitutes the entire agreement between and understandings of the
parties hereto, and supersedes any and all previous agreements and
understandings, whether or or written, between the parties with respect
to the matters set forth herein.
b. Notice. Any notice or communication permitted or required
hereunder shall be in writing and deemed sufficiently given If hand-
delivered (i) five (5) calendar days after being sent postage prepaid
by registerd mail, return receipt requested; or (ii) one (1) business
day after being sent via facsimile with confirmatory notice by U.S.
mail, to the respective parties as set forth above, or to such other
address as either party may notify the other in writing.
c. Binding Nature. This Agreement shall be binding upon and inure to
the benefit of each of the parties hereto and their respective
successors, legal representatives and assigns. All materials generated
pursuant to Section 1 or otherwise produced by SSA for and on behalf of
Client during the Term of this Agreement shall be the sole and
exclusive property of Client.
d. Counterparts. This Agreement may be executed by any number of
counterparts, each of which together shall constitute the same original
documents.
e. Amendments. No provisions of the Agreement may be amended,
modified or waived, except in writing signed by all parties hereto.
f. Assignment. This Agreement cannot be assigned or delegated, by
either party, without the prior written consent of the party to be
charged with such assignment or delegation, and any unauthorized
assignments shall be null and void without effect and shall immediately
terminate the Agreement.
g. Applicable Law. This Agreement shall be construed in accordance
with the governed by the laws of the State of New York without giving
effect to its conflict of law principles. The parties hereby agree
that any dispute(s) or claim(s) with respect to this Agreement of the
performance of any obligations there under, shall be settled by
arbitration and commenced and adjudicated under the rules of the
American Arbitration Association. The arbitration shall take place in
New York, New York if commenced by either party. The arbitration shall
be conducted by a panel of three (3) arbitrators, one appointed by each
of the parties and the third selected by the two appointed arbitrators.
The arbitrators in any arbitration proceeding to enforce this Agreement
shall allocate the reasobale attorney's fees, among one or both parties
in such proportion as the arbitrators shall determine represents each
party's liability hereunder. The decision of the arbitrator shall be
final and binding and may be entered into any court having proper
jurisdiction to obtain a judgment for the prevailing party. In any
proceeding to enforce an arbitration award, the prevailing party in
such proceeding shall have the right to collect from the non-prevailing
party, its reasonable fees and expenses incurred in enforcing the
arbitration award (including, without limitation, reasonable attorney's
fees).
If you are in agreement with the foregoing, please execute two copies
of this Agreement in the space provided below and return them to the
undersigned.
Very truly yours,
/s/Xxxxxx Xxxxxx
ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN SUBJECT TO
IRON EAGLE GROUP, INC. BOARD APPROVAL.
Iron Eagle Group, Inc.
By: /s/Xxxxxxx Xxxxxxxx
--------------------------
Xxxxxxx Xxxxxxxx, Chief Executive Officer
June 5, 2010
Iron Eagle Group, Inc.
Xx. Xxxxxxx Xxxxxxxx, Chief Executive Officer
000 Xxxx 00xx Xxxxxx
Xxxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Re: Advisory Agreement
Dear Xx. Xxxxxxxx
This is an addendum to the consulting agreement ("Agreement") executed
on June 5, 2010 between Xxxxxx X. Xxxxxx and Iron Eagle Group, Inc. to
add the following as paragraph 12.
12. Value of Services. The value of the services performed shall
be valued at Four Hundred Thousand Dollars ($400,000.00)
Very truly yours,
Xxxxxx Xxxxxx
By: /s/Xxxxxx Xxxxxx
----------------------
Xxxxxx Xxxxxx
ACCEPTED AND AGREED TO AS OF THE DATE WRITTEN ABOVE.
Iron Eagle Group Inc.
By: /s/Xxxxxxx Xxxxxxxx
----------------------
Xxxxxxx Xxxxxxxx, Chief Executive Officer
