August 1, 2017 Mr. Craig Brewer Chief Executive Officer Kure Corp Westinghouse Blvd Charlotte, NC Re: Advisory Agreement Dear Mr. Brewer:
Exhibit
10.62
August
1, 2017
Mr.
Xxxxx Xxxxxx
Chief
Executive Officer
Kure
Corp
Westinghouse
Blvd
Charlotte,
NC
Dear
Xx. Xxxxxx:
Pursuant
to this advisory agreement (“Agreement”) Kure Corp a
Florida corporation (the “Client”) has agreed to engage
Level Brands Inc, a North Carolina company (“LEVEL”),
on a non-exclusive basis, to perform services related to business
advisory matters pursuant to the terms and conditions set forth
herein.
1.
Services. LEVEL shall act as
advisor to the Client and perform, as requested by the Client, the
following services (the “Services”):
a.
for the conversion
of approximately $2 million in franchise store operations into
company stores;
b.
for the conversion
of approximately $1.3 million of debt into common
stock;
c.
for the conversion
of approximately $1.7 million preferred shares into common
stock;
d.
helping the company
prepare its audited financial statements;
e.
the implementation
of a strategic plan for the Client, with a view towards enabling
the Client to achieve its financial goals, marketing, business
development with respect to Reg A+ offering in the amount of $10
million.
2.
Performance of Services. LEVEL
shall be obligated to provide the Services as and when requested by
the Client and shall not be authorized or obligated to perform any
services on LEVEL’s own initiative. The services shall be
performed reasonably promptly after Client’s request,
consistent with LEVEL’s availability. It is understood that
the Services to be provided hereunder are not exclusive to the
Client and LEVEL has other business obligations, including acting
as consultant for other companies, provided, however, that LEVEL
shall not provide services to any potential or actual competitor of
the Client during the Term (as hereinafter defined) of this
Agreement.
3.
Relationship of the Parties.
LEVEL shall be, and at all times during the Term of the Agreement,
remain an independent contractor. As such, LEVEL shall determine
the means and methods of performing the Services hereunder and
shall render the Services as such places it determines. The Client
shall pay all reasonable costs and expenses incurred by LEVEL in
the performance of its duties hereunder, provided, however, such
costs and expenses shall not exceed $2500.00 without the
Client’s prior written approval.
4.
Assurances. Client acknowledges
that all options and advices (written or oral) given by LEVEL 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 the Client shall be entitled to make use of or
rely upon the advice of LEVEL to be given hereunder. Furthermore,
no such opinion or advice given by LEVEL
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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 LEVEL
without LEVEL’s prior written consent or as required by
applicable law.
5.
Compensation. LEVEL shall
receive fee of $200,000, for the services with respect to Sections
1a, 1b and 1c above which shall be completed by September 30, 2017.
This fee shall be paid in the form of 400,000 shares of Kure Corp.
common stock, valued at the same price as the terms of conversion
of franchises, debt and preferred shares, which is hereby
established at $.50 per share. LEVEL shall receive fee of $200,000,
for the services with respect to Sections 1d, and 1e above which
shall be completed by June 30, 2018. This fee shall be due in cash
and shall be payable as services are rendered and agreed to by both
parties.
6.
Additional Services. Should
Client desire LEVEL to perform additional services not outlined
herein, Client may make such request to LEVEL in writing. LEVEL may
agree to perform those services at its sole discretion. However,
any additional services performed by LEVEL may require an
additional compensation schedule to be mutually agreed upon prior
to rendering such services.
7.
Term. This Agreement shall be
binding upon all parties when executed by the Client and remain in
effect until June 30, 2018, unless otherwise mutually agreed upon
in writing by Client and LEVEL (the
“Term”).
8.
Due Diligence /
Disclosure.
a.
Client recognizes
and confirms that, in advising Client and in fulfilling its
retention hereunder, LEVEL 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, LEVEL may rely upon the data, material and other
information supplied by Client without independently verifying the
accuracy, completeness or veracity of it.
b.
Except as
contemplated by the terms hereof or as required by applicable law,
LEVEL 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 LEVEL
reasonably determines to have a need to know.
9.
Indemnification.
a.
Client shall
indemnify and hold LEVEL, its officers, directors, employees,
agents, and affiliates, 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 “Exchange 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 LEVEL 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 LEVEL. In addition, the Client shall indemnify and
hold LEVEL 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. LEVEL shall give
Client prompt notice of any such liability, claim or lawsuit, which
LEVEL contends is the subject matter
of Client’s indemnification and LEVEL thereupon shall be
granted the right to
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take
any and all necessary proper action, at its sole cost 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.
LEVEL shall
indemnify and hold Client and its directors, 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, Exchange 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) that may arise out of or are based upon LEVEL’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 slated or necessary to make the
statement provided by LEVEL not misleading, which statement or
omission was made in reliance upon information furnished in writing
to Client by or on behalf of LEVEL for inclusion in any
registration statement or prospectus or any amendment or supplement
thereto in connection with any transaction to which the Agreement
applies. In addition, LEVEL 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 LEVEL prompt notice of any such liability, claim
or lawsuit which Client contends is the subject matter of
LEVEL’s indemnification and LEVEL thereupon shall be granted
the right to take any and all necessary 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 therefrom any and all
proceedings or hearings before any regulatory bodies and/ or
authorities.
c.
The indemnification
provisions contained in this Section are in addition to any other
rights or remedies which either party hereto may have with respect
to the other or hereunder
10.
General
Provisions.
a.
Entire Agreement.
This between Client and LEVEL constitutes the entire agreement
between and understandings of the parties hereto, and supersedes
any and all previous agreements and understandings, whether oral 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 registered
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 the benefit of each
of the parties hereto and their respective successors, legal
representatives and assigns. All materials generated pursuant to
this Agreement or otherwise produce by LEVEL 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
document.
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 and governed
by the laws of the State of North Carolina, 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 thereunder, shall be settled by
arbitration and commenced and adjudicated under
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the
rules of the American Arbitration Association. The arbitration
shall take place in Charlotte, North Carolina if commenced by
either party. The arbitration shall be conducted before a panel of
three (3) arbitrators, one appointed by each of the parties and the
third selected by the two (2) appointed arbitrators. The
arbitrators in any arbitration proceeding to enforce the Agreement
shall allocate reasonable 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 (2) copies
of this Agreement in the space provided below and return them to
the undersigned.
Very
truly yours,
By:
_____________________________
Xxxx
Xxxxxxx
CFO
Kure
Corp
By:
_____________________________
Xxxxx
Xxxxxx
CEO
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