FINRA / SIPC MEMBER
Exhibit 10.17
Xxxxxxx Equity Group, LLC
FINRA / SIPC MEMBER
September 11, 2015
Xx. Xxx Xxxxxxx President
Amazing Energy Oil and Gas, Co.
000 Xxxxx Xxxxxx Xxxxxx
Suite 470, LB 113
Amarillo, TX 79101
United States
xxx.xxxxxxxxxxxxxxxxxx.xxx
Re: Advisor Consulting, Banking Agreement
Dear Xxx,
This Advisor Consulting Agreement (this "Agreement") will confirm that, Amazing Energy Oil and Gas, Co. engages Xxxxxxx Equity Group, LLC. ("Xxxxxxx"), to act alone or with other firms on a best efforts basis as its non-exclusive, Advisor/Consultant on a commercially reasonable basis using its best efforts to provide certain Services (as defined below) to the Company in accordance with the terms and conditions set forth herein; and Xxxxxxx hereby agrees to provide such Services on a commercially rea-
sonable best-efforts basis to the Company in accordance with such terms and conditions. Xxxxxxx makes no assurances that the provision of the Services hereunder will be successful. This proposal is valid for seven business days.
Now, therefore, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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1.
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For the purposes of this Agreement, the term "Services" shall include efforts to Advise the Company and/or any of its Projects, or otherwise arrange for the Company to receive capital on terms and conditions acceptable to the Company, through any legal means, whether equity, debt or any combination thereof, (collectively, a "Financing")
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2.
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For the purposes of this Agreement, an Accredited Investor, as such term is defined in Rule 501 of Regulation D, shall be considered to have been introduced to the Company
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by or through Xxxxxxx if the Accredited Investor was first introduced to the Company directly by Xxxxxxx, its agents or employees, (a "Xxxxxxx Referred Investor"). Xxxxxxx agrees to designate, in writing, conference call, or by email a Xxxxxxx Referred Investor at the time the referral is made "and Xxxxxxx agrees to either accept or reject such referral promptly within 2 business days."
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3.
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Nothing contained in this Agreement shall be construed as an offer by Xxxxxxx or any of its affiliates to extend credit. In addition, Xxxxxxx does not provide legal, tax or accounting services and does not render such advice.
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4.
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The "Term" of this Agreement shall extend from the date of this agreement executed for a period of one (1) year unless Xxxxxxx is contacted by the Company to terminate this agreement at any time, with or without cause (the "Termination Date"), provided, howev- er, that the termination of this Agreement shall not in any way limit, modify or otherwise affect the rights of Xxxxxxx to: (i) receive its entire compensation pursuant to the terms of this Agreement in connection with any services or a Financing involving the Company during the Term of this Agreement or subsequent to the termination or expimtion of this Agreement as provided in Section 5(a)(v) below, (ii) receive reimbursement, on an ac- countable basis and in an amount not to exceed $00.00, of expenses incurred by Xxxxxxx up to the date of termination or expiration of this Agreement pursuant to the terms of Sec- tion 5(a)(iv) hereof, and (iii) be protected by the indemnification rights, waivers and other provisions of this Agreement. Xxxxxxx will submit the sales materials, any preliminary/ introductory letter or memorandum and all other material written information to the Company for approval before distributing. The Company will authorize distribution or provide comments to Xxxxxxx within five business days after receiving such material.
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5.
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In consideration of the performance of the Services pursuant to this Agreement, the Com- pany shall compensate Xxxxxxx as follows:
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Upon the execution of this Agreement, the Company will pay to Xxxxxxx a fee of $2,500.00 thirty days from the day of signing. Said funds will be used to defray the cost of performing initial due diligence, background checks etc in conformity with the rules of the Financial Industry Regulatory Authority ("FINRA"). Xxxxxxx agrees to share this due diligence with Xxxxxxx referred investors should the information be requested and the distribution of the information meet with Xxxxxxx'x customary business practices.
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a.
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The obligation of the Company to pay fees under this section 5 a. of the agree- ment shall not arise until upon the closing of a Financing on terms accepted in writing by the Company with a Xxxxxxx Referred Investor, the Company shall pay fees to Xxxxxxx promptly following the actual transfer of Consideration (as defined herein) to the Company, its stockholders, affiliates or subsidiaries. These fees shall consist of the following:
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i.
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A cash fee equal to seven percent (7.0%) of the aggregate Consideration received by the Company, its stockholders, affiliates or subsidiaries from said investors relative to a Financing in equity referred to in this Section 5(a) (i); in addition, the Company shall issue to Xxxxxxx warrants (the "Financing Warrants") Xxxxxxx with receive ten percent (10%) of the number of Shares Purchased or the total amount raised which every is greater. The effective price per share will be $1.20 per share. The cash fee shall be payable to Xxxxxxx by the Company at closing. The Company shall cause the f'mancing warrants to be issued to Xxxxxxx within thirty days of closing of a fmancing.
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xx.
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Non-accountable expenses equal to two percent (2.0%) of the aggregate Consideration.
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iii.
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The Financing Warrants shall be exercisable at the option of the holder for a period of three (3) years from the date of closing of any financing at an exercise price (the "Financing Warrant Exercise Price"). The terms of the Financing Warrants shall be set forth in an agreement (the "Financing Warrant Agreement") in form and substance reasonably satisfactory to the Company and Xxxxxxx. The financing Warrant Agreement shall con-tain customary terms, including without limitation, customary piggy back registration rights to investor, etc. The Company shall cause the Financ- ing Warrants to be issued to Xxxxxxx within 30 days after of Closing.
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iv.
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If all or part of the Financing is in the form of a note that is convertible into equity, the Company shall pay fees on the portion of the Considera- tion that meets these criteria in accordance with Section 5(a) (i) of this Agreement.
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v.
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If all or part of the Financing for a particular Company, for Acquisitions, drilling funds and or Projects is in the form of non-convertible debt or equity, (i.e.) debt financing transaction etc, then the cash fee shall be six per cent (6.0%) of the gross amount raised up to $10 million, 5% up to $ 15 million 4% up to $20 million and thereafter. In addition, the Compa- ny shall issue to Xxxxxxx warrants (the "Financing Warrants") equal to seven percent (7.0%) of the gross dollar amount raised. Said warrants wi ll be exercisable at 100% of the five day bid price "YWAP" for ordi-nary shares. In the event another financing group is introduced by Xx- xxxxx the company total fees will not exceed the above. Xxxxxxx may assign a ny or a ll of its rights to aftiliates.
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vi.
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As a Banker/Advisor Xxxxxxx will receive twelve thousand five hundred shares a month of restricted stock starting thirty days after signing. Effec- tive delivery will start 60 day from signing and follow every thirty days. As an incentive when Amazing stock trades at $1.50 a share for (30 con-secutive) Xxxxxxx will receive a bonus of seventy five thousand shares. At $2.00 per share at (30 consecutive) Xxxxxxx will receive fifty thou-sand shares. Xxxxxxx will also receive three (3%) of the gross amount of any merger, acquisition or transaction that the firm introduces or advises on. Xxxxxxx will not receive a 3% advisor fee on top of a referral fee for a financing or a referral fee on top of advisor fee. Xxxxxxx wiII also ad- ise and/or review the company business plan, research report, share-holder list, becoming a fully reporting company in the US and or up-list to NASDAQ or any aspect with management as might develop. As advi- sor, Xxxxxxx will receive $1,000 a month starting October 15, 2015. In the event Xxxxxxx contracts out for an independent report, and only with the company approval, then the company will be responsible for said cost.
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vii.
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Subsequent Transactions Tail. During the Term of this Agreement, and for a period of thirty six (36) months after the termination, last closing or expiration of this Agreement, if the Company consummates a Financing with any Xxxxxxx Referred investor or Group then the Company shall pay to Xxxxxxx all fees and expenses provided hereunder.
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b.
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Fees and expenses due Xxxxxxx hereunder shall be earned and paid out of the funds received at the closing of any Financing. It is understood that in the event
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Xxxxxxx brings in another Investment Bank and or advisor to assist in a deal Xx- xxxxx will be responsible for any fees not the company.
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x.
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Xxxxxxx and/or its atliliates may be a Xxxxxxx Referred Investor in any Financ-ing.
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d.
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During the Term of this Agreement and subject to the Company's prior writien approval which may not be reasonably withheld, Xxxxxxx reserves the right to have selected dealers ("Selected Dealers") in good standing with the NYSE and/ or the Financial Industry Regulatory Authority ("FINRA") participate in the Fi- nancing, specifically for the purposes of assisting the Company in finding quali- fied accredited investors for any Financing. Such Selected Dealers shall be com- pensated as directed by Xxxxxxx. Xxxxxxx may a assign any and all right to affili- ates.
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Any communications specifically required hereunder to be in writing, if sent to Xxxxxxx, will be sent by overnight courier providing a receipt of delivery or by certified or registered mail to it at Xxxxxxx Equity Group, LLC, 0000 XXX Xxxx. Suite 000 Xxxx Xxxxx Xxxxxxx, Xx. 00000 ATTN: Xxxx Xxxxxxxx Banking Group and if sent to the Company, will be sent by overnight courier providing a receipt of delivery or by certified or registered mail to Xx. Xxx Xxxxxxx President Amazing Energy Oil and Gas, Co. 000 Xxxxx Xxxxxx Xxxxxx Xxxxx 000, XX 000 Xxxxxxxx, XX 00000.
Exhibit A
Exhibit A is also part of this agreement, being Amazing Energy Board Of Directors resolution of there of approval this agreement.
If this letter correctly sets forth the entire understanding between Xxxxxxx and the Company with respect to the foregoing, please so indicate by signing below, at which time this letter shall become a binding con- tract.
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Sincerely,
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Xxxxxxx Equity Group, LLC.
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Xxxx Xxxxxxxx
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Banking Group
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Accepted and agreed as of the date first above written:
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Amazing Energy Oil and Gas, Co.
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XXX XXXXXXX
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Xxx Xxxxxxx
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President
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"EXHIBIT A"
CERTIFICATE OF ACTION WITHOUT MEETING
The undersigned, being all of the Directors of Amazing Energy Oil and Gas, Co., a Nevada corporation, (the "Company") do hereby consent and agree to the adoption of the following resolution:
RESOLVED, the Board of Directors agree to the Advisor Consulting & Banking Agreement with Xxxxxxx Equity Group, LLC with the understanding that the Agreement can be terminated at any time, with or without cause, according to paragraph 4 of the Agreement.
The foregoing resolution was unanimously adopted by the Board of Directors of the Company. Action was taken pursuant to applicable Nevada law which provides that such action which might be taken at a meeting of the Board of Directors may be taken without a meeting if a record thereof be made in writing and signed by all of the members of the Board of Directors.
The foregoing resolution was approved by the members of the Board of Directors on this 9th day of September, 2015.
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Xxx
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Xxxxxxx, Director
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Xxx Xxxxxxx, Director
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Xxxx
Xxxxxx, Director
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Xxxxxxx X. Xxxxx, Director
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