CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT (the “Agreement”) is made as of the 14th day of November,
2007, by and between Xxxxxx Laser Inc. (the “Company”) and DC International
Consulting, LLC with principal offices at 0000 Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000
with Fed ID# 00-0000000, Office Phone #: 000-000-0000, Cell Phone #:
000-000-0000, E-mail address: xxxxxxxxxx000@xxxxx.xxx (“Consultant”).
1. Compensation. The
Company hereby agrees to transfer to the Consultant and the Consultant hereby
agrees to receive from the Company an aggregate of two million five hundred
thousand (2,500,000) shares of Common Stock (“Shares”) of Xxxxxx Laser Inc.
(LLSR) for the execution and completion of services in Exhibit A of this
Agreement. The Consultant will render the services as outlined in
Exhibit A for 1 (one) year from the date of execution of this
Agreement. The Shares must be delivered to the Consultant no later
than one week after the signing of this Agreement. The certificate
representing such Shares shall be designated as follows: one (1)
certificate representing two million five hundred thousand (2,500,000)
restricted shares registered in the name “DC International Consulting, LLC” with
address as at header of this Agreement.
2. Representations and
Warranties of Consultant. The Consultant hereby represents and
warrants to the Company as follows:
a. Organization; Good Standing;
Power and Authority; Binding Obligation. The Consultant has full power
and authority to enter into this Agreement and is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to carry on its
business as now conducted. All action on the part of the Consultant
necessary for the authorization, execution and delivery of this Agreement, the
performance of all obligations of the Consultant hereunder, without
limitation, and the Consultant has all requisite power and authority to enter
into this Agreement.
b. Shares for Own
Account. The Shares will be acquired for investment for the
Consultant’s own account, not as a nominee or agent, and not with a view to the
distribution of any part thereof. The Consultant does not have any
contract, undertaking, agreement or arrangement with any person to sell, act as
a broker, transfer or grant participations to any person with respect to the
Shares. The Consultant has not construed the contents of this
Agreement or any additional agreement with respect to the proposed investment in
the Shares or any prior or subsequent communications from the Company, or any of
its employees or representatives, as investment, tax or legal advice or as
information necessarily applicable to the Consultant’s particular financial
situation. If deemed necessary by the Consultant, the Consultant has
consulted its own financial advisor, tax advisor, legal counsel and accountant,
as necessary or desirable, as to matters concerning its investment in the
Shares.
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c. Disclosure. The
Consultant has had access to, received or reviewed all information which the
Consultant has requested for the purposes of determining the merits of the
Shares as an investment, including all reports Xxxxxx Laser Inc.(LLSR) has filed
pursuant to the U.S. Securities Exchange Act of 1934, as amended, with the U.S.
Securities and Exchange Commission. The Consultant has had an
opportunity to ask questions and receive answers from the Company regarding the
shares and its business, operations and financial condition, and answers have
been provided to the Consultant’s full satisfaction. The Consultant
has fully reviewed all corporate and governance documents of the Company and
such other documents, which the Consultant feels is necessary or appropriate
prior to provide consulting services, understands all relevant terms thereof and
has asked all questions and received answers thereto to the Consultant’s full
satisfaction. If deemed necessary by the Consultant, the Consultant
has consulted with a professional advisor who has provided the Consultant with
advice concerning the condition of the Company.
d. Sophisticated Investor
Status. The Consultant is capable of bearing the economic risk
of an investment in the Shares, including the possible loss of its entire
investment, and the Consultant has such knowledge and experience in financial or
business matters that it is capable of evaluating the merits and risks of an
investment in the Shares offered hereby and its attendant economic
risks. The Consultant has not been organized solely for the purpose
of acquiring the Shares.
e. Investment
Background. The Consultant has, by reason of its
business and financial experience, the capacity to protect its own interests in
connection with this transaction, being an investment banking firm which has
previously invested in restricted securities of closely held companies for its
own account.
f. Restricted
Securities. The Consultant understands that the Shares are
“restricted securities” as that term is defined under Rule 144(a)(3),
promulgated pursuant to the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and that under U.S. federal and state securities laws the
Shares may be resold without registration under the Securities Act only in
certain limited circumstances. The Consultant is otherwise familiar
with Rule 144 and understands the resale limitations imposed thereby and by the
Securities Act generally.
g. Legends. The
Consultant understands that certificates or other evidence of the Restricted
Shares shall bear the following, or substantially the following,
legend:
“THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.”
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3. Representations and
Warranties of the Company. The Company hereby represents and
warrants to the Consultant that the Company has full legal and beneficial
ownership in and to the Shares, that the Shares are free of any and all claims
and encumbrances, and there exist no restrictions upon the transfer of such
Shares other than those duly noted upon the certificate(s) evidencing such
Shares.
4. Consents and Approvals; No
Conflict. The execution and delivery of this Agreement by the
parties does not, and the performance of this Agreement by the parties will not,
require any consent, approval, authorization or other action by, or filing with
or notification to, any governmental or regulatory authority. The
execution, delivery and performance of this Agreement by the Consultant does not
(i) conflict with or violate the charter or by-laws, partnership or other
governing documents of the Consultant, or (ii) conflict with or violate any law,
rule, regulation, order, writ, judgment, injunction, decree, determination,
contract or award applicable to a party.
6. The Company Covenant
Regarding Legal Opinion. The parties acknowledge that the
Company has covenanted that it shall bear the cost of providing its transfer
agent with a legal opinion regarding the transfer of the Shares in accordance
with this Agreement and has contacted its counsel to provide such legal opinion
pursuant to the terms and conditions of this Agreement.
7. Effectiveness of
Representations and Warranties. The parties’ representations
and warranties contained in this Agreement shall be true and correct, and with
the same effect as though such representations and warranties had been made, on
and as of the date that the transaction contemplated by Section 1 hereof is
completed.
[signature
page follows]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date
first above written.
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CONSULTANT:
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COMPANY:
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By:
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/s/ Xxxxx Xxxxx
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By:
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/s/ Xxxxxxx X Xxxxx
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DC
International Consulting LLC
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Xxxxxx
Laser Inc.
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Name:
Xxxxx Xxxxx
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Name: Xxxxxxx
X Xxxxx
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Title:
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Title: President
& CEO
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Address
of Consultant:
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Address
of Company:
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Address: 1709
Daibes Court,
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Address: 00
Xxxxxxxxxxx Xxxxx
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Xxxxxxxxx, XX 00000
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Xxxxxxxx,
XX 00000
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Telephone:
000-000-0000
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Telephone: 000-000-0000
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Fax:
000-000-0000
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Fax:
000-000-0000
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EXHIBIT
A
The
Consultant shall, generally, on a non-exclusive basis, as financial public
relations advisor and consultant act: (1) as liaison between the Xxxxxx Laser
(LLSR) (the Company) and his database of stockbrokers; (2) as an advisor to the
Company with respect to existing and potential market makers, broker-dealers,
and investors, as well as a liaison between the Company and such persons; (3) as
an advisor to the Company with respect to communications and information (e.g.,
interviews, press releases, financial media, etc.), as well as planning,
designing, developing, and organizing, such communications and information, with
the exception of due diligence packages which, in the instance of the desired
distribution thereof to prospective investors, shall be effected by the
Company.
The
Consultant shall seek to make the Company, its management, its products and/or
services, and its financial situation and prospects, known to the financial
press, publications and TV financial news programs, financial talk shows,
broker-dealers, institutional investors, market makers, investment advisors, and
other members of the financial community as well as the Internet financial media
and the public generally.
The
Consultant shall profile the Company stock on his company CALIENTE STOCK’s
website xxx.xxxxxxxxxxxxxx.xxx and any other presence or portal of the company
for investor awareness and exposure of the company as an Internet Financial
Media for the period of one (1) year.
The
Consultant shall familiarize itself with the business operations, financial
condition and prospects of the Company and will review such corporate documents
involving the Company, as it deems necessary. The Consultant will
work with the Company in developing a long-term financial strategy which will
include private placements, future public offerings and/or strategic
partnerships.
Consultant
shall access its database of active brokers throughout the United States who may
be interested in the Company. The Consultant will contact brokers
interested in recommending Company to their investor clients.
Consultant
shall diligently market and promote Company to brokers and other investors,
advisors, counselors, trustees, agents and other individuals and entities whom
Consultant is legally permitted to contact (including with the proper
disclosures and disclaimers) and shall introduce Company and its principals to
the Consultants current and future network of brokerage firms and market
makers. Consultant shall promote Company on a daily
basis.
Consultant
shall organize, initiate, manage and facilitate broker/investor conference
telephone calls and other presentations mutually agreeable to Company and
Consultant. Expenses for broker/investor conference calls and other
presentations are to be paid by the Consultant.
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Consultant
shall review and monitor Company’s stockholder base and all transfer agent and
DTC reports, and shall analyze, present to, and discuss with Company the results
and implications of such reports. Company agrees to provide
Consultant with all DTC reports on a weekly basis and a NOBO list on a monthly
basis.
Consultant
shall provide Company with DTC analysis on no less than a monthly basis, and
will use their best efforts to provide said analysis on a more frequent
basis.
Company
will be permitted to visit Consultants facility, to discuss progress during the
campaign. Consultant represents and warrants it will not discuss any
information that may be considered to be “insider information” with any employee
of Consultant other than upper management and said discussions and communication
will be solely on a need to know basis.
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