INVESTOR RELATIONS AGREEMENT
EXHIBIT
10.16
This
Agreement is made as of this 11th day of April 2006, by and between Sparta
Commercial Services, Inc. (the “Company”), a corporation duly organized and
existing under the laws of the State of Nevada, having its principal place
of
business at 000 Xxxxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 and American Capital Ventures, Inc. (the “Consultant”),
a corporation duly organized and existing under the laws of the State of
Florida, with offices at 0000 X.X. 000xx
Xxxxxx,
Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000.
WHEREAS,
the
Company is a public company specializing in consumer finance engaged primarily
in the origination of lease and retail installment sales to the power sports
industry in the United States;
WHEREAS,
the
Consultant is experienced in providing consulting and investor relations advice
to publicly-traded companies and;
WHEREAS,
the
Company wishes to retain the services of the Consultant on a non-exclusive
basis on
the
following terms and conditions:
1. The
Company hereby retains the services of the Consultant for a period of 36 months.
Either party may terminate this Agreement with (30) days written
notice.
2. In
exchange for the Consulting Services (as that term is defined below) rendered
during the Initial Term (thirty six months), the Consultant shall receive a
fee
of three million fifty thousand shares (3,050,000 shares) of the Company’s
common stock. The shares shall be payable as follows: 550,000 shares upon the
execution of this agreement and, unless earlier terminated pursuant to Section
1
above, 2,500,000 shares over the term of the agreement starting on April 11,
2006. Months one through thirty four payments shall be 69,500 shares and months
thirty five and thirty six shall be 68,500 shares. The Consultant shall also
be
reimbursed actual reasonable travel and other out of pocket expenses and are
due
payable within (15) days of the Company’s receipt of the subject xxxx(s). All
travel must be pre approved by the Company in advance. The cancellation and
termination of this Agreement shall not impact the rights of the parties as
set
forth in any other agreements the Consultant and the Company have executed
or
may execute in the future, said agreements shall remain in full force and
effect.
3.
The
Company agrees to include in their next registration statement the underlying
common stock issued pursuant to this Agreement. The Company shall bear all
fees
and expenses incurred by the Company in connection with the preparation and
filing of such registration statement(s). In the event of such proposed
registration(s), the Company shall furnish to the Consultant with no less than
(i) thirty (30) days written notice prior to the proposed date of filing of
such
registration statement, or (ii) fifteen (15) days written notice prior to the
proposed filing date of any amendment to an existing registration statement.
The
Consultant shall exercise the “piggy-back” rights provided for herein by giving
written notice, within ten (10) days of receipt of the Company’s notice of its
intention to file a registration statement. The Company must keep any
registration statement current for nine (9) months.
4. The
Consultant shall utilize its best efforts to provide the following services
to
the Company: (a) assist the Company in making presentations to interested
brokerage firms, hedge funds and institutional investors that buy and follow
finance businesses (b) coordinate meetings with analysts to cover the Company’s
stock and help disseminate the Company’s investment profile to these analysts,
as well as brokerage firms, hedge fund managers and institutional investors
through a variety of electronic and manual sources, (c) a review of public
relations and marketing materials that have been, or may be, distributed to
the
U.S. financial community and make appropriate suggestions as to how these
materials can or should be changed, (d) advise the Company on symposium
presentations, as well as investor
conferences,
(e) assist the Company through Consultant’s existing and future relationships in
areas relating to future financings, mergers, acquisitions and potential
buyouts; the parties agree that any such transaction will be subject to a
separate fee agreement between the parties and limited to transactions generated
by the Consultant, excluding any transactions generated by other parties for
which the Consultant will not be entitled to compensation, (f) at the
appropriate time, have the Company deliver presentations to the staff of the
Consultant, as well as the offices of other brokerage firms with whom the
Consultant maintains a relationship, and (g) through media contacts, attempt
to
initiate interviews for the Company on news shows such as CNBC, CNN and
Bloomberg. The services referred to in this paragraph shall be known as the
“Consulting Services.”
5. The
Consultant shall be an independent contractor and shall have no right or
authority to assume or create any obligations or responsibility, express or
implied, on behalf of or in the name of the Company, unless specifically
authorized in writing by the Company. No provision of this Agreement shall
be
construed to preclude the Consultant, or any officer, director, agent,
assistant, affiliate or employee of the Consultant from engaging in any activity
whatsoever, including, without limitation receiving compensation for managing
investments, or acting as an advisor, broker or dealer to, or participate in,
any corporation, partnership, trust or other business entity or from receiving
compensation or profit therefore. The Consultant shall have no obligation to
present any business combination to the Company and shall incur no liability
for
its failure to do so.
6. The
Consultant (including any person or entity acting for or on behalf of the
Consultant) shall not be liable for any mistakes of fact, errors of judgment,
for losses sustained by the Company or any subsidiary or for any acts or
omissions of any kind, unless caused by the gross negligence or intentional
misconduct of the Consultant or any person or entity acting for or on behalf
of
the Consultant.
7. During
the term of this Agreement, the Company may provide the Consultant information
which is not available to the general public (“Confidential Information”). As
used herein, “Confidential and Information” means all data, reports, marketing
materials, interpretations, forecasts and records containing or otherwise
reflecting information concerning the Company, its affiliates and subsidiaries
which is not available to the general public and which shall be provided to
the
Consultant in the course of its dealings with the Company, together with
analyses, compilations, studies or other documents, whether prepared by the
Consultant or others, which contain or otherwise reflect such information.
The
Consultant acknowledges that the Company is a publicly traded company. As
such, the Consultant agrees not to use any Confidential Information in
connection with the purchase or sale of the securities of the Company in
violation of United States securities laws.
8. The
Consultant agrees to hold confidential and to cause its employees, officers,
directors, agents, representatives and professional advisors (collectively
“Representatives”) to hold confidential all Confidential Information. Except as
hereinafter provided, or as required by law or judicial or regulatory process,
without the prior written consent of the Company, none of the Confidential
Information will be disclosed by the Consultant or its Representatives, in
any
manner whatsoever, in whole or in part. The Consultant agrees to disclose
Confidential Information only to its Representatives who need to know the
Confidential Information.
9. The
Company agrees
to
indemnify, defend and hold the Consultant harmless from and against any and
all
losses, claims, damages, expenses or liabilities (including reasonable
attorneys' fees) to which the Consultant may become subject arising in any
way
out of the proper performance of the Consultants duties or relating to
Non-Confidential information, representations, reports or data we have furnished
to the Consultant. Notwithstanding
the foregoing, the Company shall not be liable for indemnity under this
Agreement in respect to any loss, claim, damage, liability or expense arising
from Consultant’s misconduct in performing the services
described
above. The
Consultant agrees to indemnify the Company and hold the Company harmless against
any losses, claims, damages or liabilities (including reasonable attorney’s
fees), joint or several, to which the Company may become subject in connection
with the Consultants willful misfeasance, negligence or misconduct in connection
with the performance of the service or matters which are the subject of this
Agreement. The provisions of this paragraph shall indefinitely survive the
period of this agreement.
10. This
Agreement shall be binding upon the Company and the Consultant and their
respective successors and assigns. This Agreement may not be assigned by the
Consultant, without the Company’s consent.
11. If
any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever; (i) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall not in any way
be
affected or impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
any
section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held, invalid illegal or unenforceable.
12. No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both parties hereto. No waiver of any other provisions
hereof (whether or not similar) shall be binding unless executed in writing
by
both parties hereto nor shall such waiver constitute a continuing
waiver.
13. This
Agreement may be executed in one or more counterparts, each of which shall
for
all purposes be deemed to be an original but all of which shall constitute
one
and the same Agreement.
14. This
Agreement shall be governed by the laws of the State of Florida. The parties
agree that, should any dispute arise in the administration of this Agreement,
the dispute shall be resolved through arbitration under the rules of the
American Arbitration Association, with its location in Miami,
Florida.
15. This
Agreement contains the entire agreement between the parties with respect to
the
services to be provided to the Company by the Consultant and supersedes any
and
all prior understandings, agreement or correspondence between the
parties.
IN
WITNESS WHEREOF, the Company and the Consultant have caused this Agreement
to be
signed by their duly authorized representatives as of the day and year first
above written.
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American
Capital Ventures, Inc.
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By:
/s/
X.X. Xxxxxx
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By:
/s/
Xxxxxx Xxxxxxxxx
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Name:
Xxxxxxx Xxxxxx
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Name:
Xxxxxx Xxxxxxxxx
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Title:
President
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Title:
President
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