ADVISORY SERVICES AGREEMENT
Exhibit
6.4
This Advisory Services Agreement (the
“Agreement”) is made as of the 27th day of April, 2015,
by and between Xxxxxx Capital, LLC, a North Carolina limited
liability agreement (“Manager”), and Level Beauty
Group, Inc., a North Carolina corporation
(“Managee”).
R E C I T A L S
WHEREAS, Manager has agreed to provide
certain management, creative and marketing services to Managee;
and
WHEREAS, the parties desire to set forth
in writing the terms and conditions on which Manager shall provide
such services to Managee.
A G R E E M E N T
NOW THEREFORE in consideration of the
foregoing and the mutual agreements set forth herein, the parties
agree as follows:
1. Management
Services. Manager
agrees to provide management, creative and marketing services to
Managee for a period of two years initially (“Initial
Term”), then on a year-to-year basis upon the terms and
conditions of this Agreement, commencing on the date hereof. This
Agreement shall be automatically renewed for successive one-year
periods after the Initial Term commencing on the first day of
January of each calendar year unless terminated as provided
herein.
Compensation.
For services rendered by Manager to Managee, Managee shall pay (the
“Management Fee”) a monthly fee equal to $10,000. To
the extent the Board of Directors of the Managee reasonably
determines that the Managee and such Managee portfolio company does
not have sufficient available cash to pay such Management Fee, the
parties agree that the Management Fee shall accrue and be paid to
Manager upon the earliest to occur of the following: (i) when the
Board of Directors reasonably believes that the Managee or such
Managee portfolio company has such cash available for payment, or
(ii) upon the closing of a capital raise (after the date hereof) in
excess of $5,000,000.
2. Services.
Manager shall provide management, creative and marketing services
reasonably requested by the Managee from time to time and agreed to
by the Manager (at no additional expense to Manager).
3. Limitation
of Liability. Manager
shall not be liable to Managee, its members, managers, officers,
employees, creditors, representatives or agents for any loss,
damage, liability, cost or expense suffered by it on account of any
action or omission by Manager or its agents unless arising from
Manager’s bad faith or willful misconduct.
4. Termination.
Following the Initial Term, this Agreement may be terminated by
either party by giving thirty (30) days written notice prior to the
end of the relevant calendar year, and shall terminate
automatically, without further obligation of either party other
than the payment of fees previously earned but unpaid, in the event
that either party ceases operations.
5. No
Waiver. No delay on
Managee’s part in exercising any right, power or privilege
under this Agreement shall operate as a waiver of any such
privilege, power or right.
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6. Nonexclusivity.
Manager's Services hereunder are not exclusive. Manager shall at
all times be free to perform the same or similar services for
others, including providing services for a competitor of Managee,
as well as to engage in any and all other business
activities.
7. Notices.
All notices and other communications hereunder shall be in writing
and shall be deemed validly given if delivered personally or sent
by certified mail, postage prepaid, return receipt requested, to
either party at its principal place of business, and shall be
deemed to have been given as of the date so personally delivered or
received.
8. Integration/Severability.
This Agreement expresses the entire agreement of the parties
relative to the subject matter. In the event that any provision of
this Agreement should be held to be void, voidable or
unenforceable, the remaining portions hereof shall remain in full
force and effect and shall be enforced to the fullest extent
permitted by law.
9. Assignment/Binding
Agreement. This
Agreement may not be assigned by either Manager or Managee without
the prior written consent of the other party. This Agreement shall
be binding upon and inure to the benefit of the parties, their
respective successors and permitted assigns.
10. Governing
Law. This Agreement
and the rights and obligations of the parties hereunder shall in
all respects be governed by, and construed and enforced in
accordance with, the laws of the State of North Carolina (exclusive
of its choice of laws rules) applicable to agreements performed
entirely within such State.
[signature
page follows]
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IN WITNESS WHEREOF, the parties have
executed this Agreement to be effective as of the date first above
written.
Level
Beauty Group, Inc.
By:/s/ Xxxxxxx Xxxx
Xxxxxxx
Xxxx, President
Xxxxxx
Capital, LLC
By:Xxxxxx X.
Xxxxxxxxxx
Xxxxxx
X. Xxxxxxxxxx, Manager
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