CONSULTING SERVICES AGREEMENT
Exhibit 4.2
This Consulting Services Agreement (this "Agreement") dated
June 15th 2009
(the Effective Date"), is by and between Alpine Venture Associates, LLC, a
Delaware Limited Liability Company (the "Consultant") with address at XX Xxx
000, Xxxxxx, Xxx Xxxxxx 00000, and Asia Private Equity SPAC 1, Limned, a British
Virgin Island Corporation who is subject to Xxx XXX Xxxxxxxx Xxxxxxxxx Xxx,
0000. with address at 0/X, Xxxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx
(the "Company").
Recitals
A. The
Company desires to retain the Consultant as Attorney In Fact ("Power of
Attorney")
for the term set forth in this Agreement to assure itself
of the services of the Consultant, and the Consultant is willing to be retained
by the Company for the term on the terms and conditions set forth below and
attached Power of Attorney;
B. The
Consultant desires to provide the services under this Agreement and represents
that he
is qualified to perform such services.
Agreement
1. Retention
of the Consultant. Subject to the terms and conditions set forth in
this
Agreement, the Company hereby retains the Consultant to
perform the services set forth in this Agreement, and the Consultant accepts
this retention on the terms and conditions set forth in this Agreement. This
Agreement shall not be terminated and the obligation of the Company to pay the
Consultant shall be a liability of the Company for as long as the
Company exists. No Letter of Intent, nor Definitive Agreement to acquire
the Company and no ruling by Xxx XXX Xxxxxxxx Xxxxxxxxx Xxx, 0000 shall change
the terms of this Agreement.
2. Term.
The term of this Agreement shall commence on the Effective Date and shall
continue until either party terminates this Agreement by
providing 30 days written notice of such intention to the other
party.
3. Scope
of Work. Consultant shall serve as the Chief Executive Officer and
President of the Company and shall take such action as may be necessary
to find suitable acquisition candidates for the Company and cause the Company to
make its required filings with the SEC (the "Work").
4. Compensation
and Payment. The Consultant shall be paid a base fee of Twenty
Thousand US Dollars ($20,000) per month for his services
hereunder. Payments will be made each month at the end of the month, or may be
deferred, with Consultant's consent, to a later date, or may be pre-paid on an
earlier date. In addition, the amounts due hereunder may, at the election of the
Consultant, be payable in stock of the Company with the per share price being
equal to the last price paid by non-affiliate of the Company for its
shares.
The Consultant shall be entitled to reimbursement for all
reasonable expenses.
5. Independent
Contractor. The Consultant agrees to perform the Work as an independent
contractor and not as a subcontractor, agent or Consultant
of the Company, its subsidiaries or affiliates.
6. Taxes.
The Consultant, and not the Company, shall be solely responsible for all taxes
incurred by the Consultant in connection with her
performance of the Work, including, but not limited to, all withholding, social security and other taxes with
respect to the Consultant's compensation.
7. Business
Records. The Consultant shall maintain a record of expenses incurred
under this Agreement. For the duration of this Agreement, and for
a period of two years thereafter, the Company shall have access to such records
of the Consultant as required to verify reimbursable costs.
8. Standard
of Performance. The Consultant shall perform the Work in accordance with
standards of care, skill and diligence consistent with (a)
recognized and sound consulting practices, procedures and techniques; (b) all
applicable laws and regulations; (c) the degree of knowledge, skill and
judgement normally exercised by professional firms and individuals with respect
to services of a similar nature.
9. Modifications.
No amendment or modification to this Agreement shall be effective unless made in writing.
10. Assignment.
This Agreement and all of the Consultant's rights, duties and obligations
under this Agreement are personal in nature and shall not
be subcontracted, assigned, delegated or otherwise disposed of by the Consultant
without the prior written consent of the Company.
11. Liability
Limitation. In no event shall either party be liable to the other party
whether in contract, tort or otherwise, for payment of any special,
indirect, incidental, consequential or similar damages.
12. Indemnification.
The Company shall protect, defend, indemnify and hold the Consultant
free and unharmed from and against any and all claims,
liabilities, loss, costs, or damages, including court costs and attorneys' fees,
whether raised by the Company or a third party, which shall arise in connection
with the Work.
13. Notice.
All notices required under this Agreement shall be deemed given when sent by
overnight courier or registered or certified mail, or when
sent by telecopy, telegraph or other graphic, electronic means and confirmed by
overnight courier or registered or certified mail addressed to the address set
forth in the preamble to this Agreement. Either party shall have the right to
change the address or name of the person to whom such notices are to be
delivered by notice to the other party.
14. Law
and Venue. This Agreement shall be governed in all respects by and
construed in accordance with the laws of the State of New York without
regard to conflicts of law provisions. Any litigation between the parties shall
be conducted in the state of federal courts of the State of New
York.
15. Waiver
of Trial by Jury. The Company and the Consultant hereby knowingly,
voluntarily and intentionally waive the right to a trial by jury with
respect to any litigation based hereon, or arising out of, under or in
connection with this agreement. This provision is a material inducement for the
parties entering into this agreement.
16. Headings.
The headings in this Agreement are provided for convenience of reference
only and shall not affect the construction of the text of
this Agreement.
17. Non-Waiver.
No waiver of any provision of this Agreement shall be deemed to be nor
shall constitute a waiver of any other provision, whether
or not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the
waiver.
18. Cumulative
Remedies. All rights and remedies of the parties under this Agreement
shall
be cumulative, and the exercise of any one right or remedy
shall not bar the exercise of any other right or remedy.
19. Severability.
If any provision of this Agreement shall be held or deemed to be invalid,
inoperative or unenforceable, such circumstances shall not affect the validity
of any other provision of this Agreement.
20. Survival.
The obligations of the parties hereunder which by their nature survive the
termination of this Agreement and/or the completion of the Work hereunder, shall
survive and inure to the benefit of the parties. Those provisions of this
Agreement which provide for the limitation of or protection against liability
shall apply to the full extent permitted by law and shall survive termination of
this Agreement and/or completion of the Work.
21. Complete
Agreement. This Agreement constitutes the entire and final agreement and
supersedes all prior and contemporaneous agreements, representations, warranties
and understandings of the parties, whether oral, written or implied. The
inclusion of this provision has been a material inducement for each of the
parties to enter into this Agreement.
22. Publicity.
The Consultant shall not make any public disclosures regarding the Company, its
subsidiaries or affiliates or the project for which he is performing the Work
without the prior approval of the Company.
The parties have executed this Agreement effective as of
the day and year first above written.
| Asia Private Equity SPAC 1, Limited | Consultant: Alpine Venture Associates, LLC | |
| By: Xxxxxx Xxxxx Xxxx | Xxxxxx Xxxxx Xxxx | |
| Signature: /s/ Xxxxxx Xxxxx Xxxx | /s/ Xxxxxx Xxxxx Xxxx | |
| Title: Authorize Signatory | Consultant | |
| Date: June 15th 2009 | June 15th 2009 |
