STRATEGIC MANAGEMENT ADVISORY & CONSULTING AGREEMENT
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STRATEGIC
MANAGEMENT ADVISORY
&
CONSULTING AGREEMENT
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Made
in Montréal and effective this 9th day of December
2008
By
and between;
Being
Referred to as
Impact;
And
Xxxx
Xxxxxxxx,
Being
Referred to as Consultant;
Description
Consultant will offer its
strategic management and financial expertise and services in business
development and corporate reorganization. Consultant will suggest financial
structures and linked strategies and will offer its expertise in the field of
mergers and acquisitions;
The
present mandate expressly excludes investor relations and promotional
activities. Impact is well aware that Consultant does not offer this type of
services nor does it plan to do so in the future.
Exclusivity and
Duration
Impact
appoints Consultant as its non-exclusive exclusive agent for the implementation
of the scenarios originating from this mandate for a period of one (1) year, which is renewable
at the option of Impact for an additional one (1) year following the signing of
the present agreement.
Confidential and/or Insider
Information
Confidential
information of any nature that either party acquires regarding any aspect of the
other party's business shall be treated in strict confidence. Information so
obtained shall not be divulged, furnished or made accessible to third parties
without the written permission of the other party to this Agreement. Upon
termination of this Agreement, the terms of this paragraph shall remain in
effect for five years.
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Compensation
Consultant
compensation will be paid as follows:
Monthly
fees of $11,500.00 plus the applicable taxes, payable in advance the first day
of the month.
Expenses and other
fees
All
expenses incurred by Consultant and authorized by Impact in relation with the
implementation of the mandate described in the present agreement will be paid on
presentation of an expense report on a monthly basis.
Termination
The
parties acknowledge that the termination of the present agreement is severable
of the termination of certain reciprocal obligations, thereof:
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·
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At
the termination or conclusion of this agreement, Consultant agrees, unless
notice of the contrary and according to the laws of the land, to keep any
information gathered in the duration of this mandate
confidential.
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·
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In
case of unilateral termination by Impact of the present agreement, only
the amount due for on-going year will be
payable.
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SIGNED
IN MONTRÉAL THIS 9th DAY OF
DECEMBER, 2008
| IMPACT MEDICAL SOLUTIONS, INC. | Consultant | |||
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By:
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/s/ Xxxxx
Xxxxxxxx
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By:
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/s/ Xxxx
Xxxxxxxx
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Name:
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Xxxxx Xxxxxxxx
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Name:
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Xxxx
Xxxxxxxx
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Title:
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CEO
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Title:
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Date:
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December 9,
2008
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Date:
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December 9,
2008
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December
16, 2008
Mr. Xxxx
Xxxxxxxx
0000
Xxxxxxxxxx Xxxxxx
Xxxxxxxx,
Xxxxxx
X0X
0X0
OBJECT:
ACKNOWLEDGMENT OF MODIFIED TERMS OF CONSULTING AGREEMENT
Dear Xx.
Xxxxxxxx,
As we
discussed recently, it is of mutual interest that we make some modifications to
a previous agreement we both signed. Reference is made to the
Strategic Management Advisory and Consulting Agreement (the “Agreement”) between
Impact Medical Solutions, Inc. (“IMSU”) and Xxxx Xxxxxxxx (“Consultant”) dated
December 9, 2008.
This
letter will acknowledge that the compensation for the services to be provided by
Consultant under the Agreement will be considered paid in full upon the issuance
to Consultant of shares of common stock of IMSU (the “Shares”).
The
Shares will be issued in the following manner:
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·
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Four
hundred and twenty seven thousand one hundred and forty three (427,143)
shares of common stock will be issued immediately,
and;
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·
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Three
hundred and twenty eight thousand five hundred and seventy one (328,571)
shares of common stock will be issued upon the completion of a minimum of
a one million (US$1,000,000) private placement of equity and/or debt
securities of IMSU under terms deemed acceptable by IMSU (the “Private
Placement”).
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IN
WITNESS WHEREOF IMSU AND CONSULTANT HAVE EXECUTED THIS AMENDMENT TO THE
AGREEMENT.
By: /s/ Xxxxx X.
Xxxxxxxx
Name: Xxxxx
X. Xxxxxxxx
Title: CEO
By: /s/ Xxxx
Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Impact
Medical Solutions, Inc. 00000 Xxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxxx Xxxxx, XX 00000
Bus. 000-000-0000 Fax. 000-000-0000
