February 11, 2019
February 11, 2019
Xxxxxxxx Xxxxxxxx, President
Grow Capital, Inc.
Re: Fee Agreement
Gentlemen,
Set forth below are the terms and conditions regarding compensation for services to be provided during calendar year 2019, and the fee arrangement for services to be provided by my firm to Grow Capital, Inc., its subsidiaries and affiliates (collectively "GRWC") for periods after February 14, 2019, along with our agreement regarding payment of fees for those services. The effective date of this agreement is and shall be February 15, 2019.
COMPENSATION FOR PAST SERVICES
It is acknowledged, both by GRWC and by Xxxxx Xxxxx, that there are no amounts that GRWC currently owes Xxxxx Xxxxx for any period prior to February 15, 2019, and that in consideration of this agreement and for other good and valuable consideration, Xxxxx Xxxxx hereby waives any claim or cause of action, whether in equity or at law, he has or may have against GRWC for fees for services provided prior to February 15, 2019.
BASIC FEE ARRANGEMENT
For the twelve months beginning February 15, 2019, GRWC hereby agrees to pay Xxxxx Xxxxx ("Xxxxx") a fixed fee of Five Hundred Thousand (500,000) shares of Grow Capital, Inc. restricted "144" common stock for his providing subcontract business consulting services. The shares are to be issued within 10 days of executing this agreement and vest immediately upon issuance. Such shares of stock will be issued to Xxxxx Xxxxx, or, upon request, his designee. It is also understood and agreed that Xx. Xxxxx is providing and intends to continue to provide services to other clients of his firm or to otherwise be individually employed by another entity or entities and that Xx. Xxxxx shall devote only so much time and effort as is reasonably necessary to meet the needs of GRWC within his other time constraints.
Because the services to be provided is in the nature of a fee retainer arrangement, it is understood and agreed that no detailed billing statements with respect to the fixed monthly fee are required nor will they be provided and Xx. Xxxxx shall have no obligation and shall not be required to account for his time. Xx. Xxxxx will not provide GRWC an invoice for his fixed fee.
The above stated fees do not include expenses and GRWC agrees to timely pay any authorized expenses separately billed to GRWC. Charges for expenses may and shall include, but not be limited to, expenditures for office expenses, travel, business meals, mileage, and other expenses incurred by me in the proper performance of consulting services on behalf of GRWC.
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AVAILABILITY TO PROVIDE SERVICES; TERM
With regard to any matter that GRWC may wish to refer to Xx. Xxxxx that is within the capability and expertise of Xx. Xxxxx to perform, Xx. Xxxxx will make himself reasonably available on a priority/first call basis to respond to the needs of GRWC or to perform the tasks requested in regard to providing subcontract consulting services, subject to the time limitations set forth above.
The firm will perform subcontract consulting services typical for GRWC as a public company traded on the Over the Counter (OTC markets), and, more specifically, will seek to facilitate GRWC activity and growth in regard to technology, sales, marketing, alliances and business channels strategic to GRWC's expansion into the technology and financial services sectors. In the case of additional specific matters identified by GRWC, my firm will provide services only when reasonably requested to do so either by you or by other agents of GRWC acting under your direction. The scope of my responsibility for each such matter will be specified by you; if no such specification is made, I will perform such services as I believe appropriate for the particular matter, in the circumstances of the request. I will not be responsible for any specific business consulting matters relating to GRWC unless they are covered by such a request.
If any of the above terms do not meet with your approval, please let me know
immediately, and I will review them with you. If you agree with the foregoing, please sign the duplicate original of this letter and return it to me at your earliest convenience.
The term of this agreement shall be and is 12 months from the effective date of February 15, 2019, and may be terminated during such initial term for any cause by GRWC with thirty (30) days' official notice.
Sincerely,
By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Acknowledged and Agreed:
By: /s/ Xxxxxxxx Xxxxxxxx
Xxxxxxxx Xxxxxxxx, President
Date signed: March 6, 2019
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