AMENDED AND RESTATED FINANCIAL SERVICES AGREEMENT
EXHIBIT
10.2
AMENDED AND RESTATED
FINANCIAL SERVICES AGREEMENT
This
Restated Financial Services Agreement (this “Agreement”) is made as of
March 1, 2010 by and between Savoy Energy Corporation (the “Company”), Excelsus Capital
Partners, LLC (“Partners”) (each a “Party” and collectively
referred to hereafter as the “Parties”).
WITNESSETH:
WHEREAS,
the Company has previously entered into Financial Services Agreements with
Partners dated as of November 19, 2009 and January 20, 2010 (collectively, the
“Prior Agreements”) whereby Partners agreed to serve as the Company’s corporate
finance and strategic advisor on the terms and for the services specified in the
Prior Agreements;
WHEREAS,
the Parties now recognize that the scope of services provided and to be provided
by Partners under the terms of the Prior Agreements is greater that the Parties
anticipated at the time the Company entered into the Prior Agreements and that
it is fair and appropriate for Partners to be paid compensation in addition to
the consideration which was stated in the Prior Agreements;
WHEREAS,
the Parties intend by this Agreement to restate the terms of the Prior
Agreements and to proceed forward based upon the terms of this
Agreement.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties, intending to be legally
bound, hereby agree in good faith as follows:
1. Definitions. Unless
otherwise defined in this Agreement, terms appearing in initial capitalized form
shall have the meaning ascribed to such terms in this.
2. Services. The
Services, which Partners shall provide under this Agreement, shall include the
following:
(a) Partners
will familiarize itself to the extent it deems appropriate with the business,
operations, financial condition and prospects of the Company;
(b) Partners
will work with the Company to develop and implement strategies with respect to
the restructuring of certain of its financial obligations;
(c) Partners
will work with the Company to develop a strategic plan to access additional
capital and finance in the most efficient manner possible;
(d) Partners
will identify potential investors which might have an interest in evaluating
participation in various contemplated financing transactions; and
(e) Partners
will assist the Company in preparing and analyzing a broad range of Strategic
Options.
Partners
is not a licensed broker-dealer. Under no circumstances will Partners
engage in any activities which would require licensure as a broker-dealer or
otherwise.
3.
Term and
Termination. The term of this engagement shall be for a period commencing
with the date of this Agreement and ending twelve (12) months from the date
hereof and may only be extended upon the mutual written agreement of the
Parties.
4. Consideration. In
consideration for Partners providing the services set forth in Section 2 above,
the Company has previously issued 2,000,000 shares of the Common Stock to
Partners and coincident with the execution of this Agreement will issue another
2,000,000 shares of the Company’s Common Stock to Partners (the aggregate number
of shares issued to Partners in connection with this Financial Services
Agreement being 4,000,000 shares) (the “Partners’
Shares”). The Partners’ Shares shall be deemed to be fully
earned upon receipt.
Under no
circumstances shall the shares issued to Partners hereunder equal or exceed five
per cent (5%) to the total then issued and outstanding shares of Common Stock of
the Company. For all purposes, the Partners’ Shares issued pursuant
to this Agreement shall be deemed to have an aggregate initial value of
$140,000.00.
5. Non-Exclusive
Relationship. The services of Partners shall be rendered on a
non-exclusive basis.
6. Notices. All
notices, requests, demands, claims, and other communications hereunder shall be
in writing. Any notice, request, demand, claim or other communication
hereunder shall be deemed duly delivered four business days after it is sent by
registered or certified mail, return receipt requested, postage prepaid, or one
business day after it is sent for next business day delivery via a reputable
nationwide overnight courier service, in each case to the intended recipient as
set forth below:
If to Partners:
Excelsus
Capital Partners LLC
00 X
Xxxxxxxx Xxx (XX-0)
Xxxxxxxxx,
XX 00000
If to the Company:
Savoy
Energy Corporation
00000
Xxxxxxxxxx
Xxxxx
000
Xxxxxxx,
XX 00000
Attn: Xxxxxx
Xxxxxxxxxxx
Copy to:
Law
Offices of Xxxxxx Xxxxxx
000 Xxxxx
Xxxx Xxxxxxxxx
Xxxxx
000
Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Facsimile:
(000) 000-0000
Attention:
Xxxxxx Xxxxxx
Any Party
may give any notice, request, demand, claim or other communication hereunder
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail or electronic mail), but no such notice,
request, demand, claim or other communication shall be deemed to have been duly
given unless and until it actually is received by the party for whom it is
intended. Any party may change the address to which notices,
requests, demands, claims, and other communications hereunder are to be
delivered by giving the other party notice in the manner herein set
forth.
7. Miscellaneous.
(a) Entire
Agreement. This Agreement constitutes the entire agreement
among the Parties and supersedes any prior understandings, agreements or
representations by or among the Parties, written or oral, with respect to the
subject matter hereof.
(b) Succession and
Assignment. This Agreement shall be binding upon and inure to
the benefit of the Parties named herein and their respective successors and
permitted assigns. No Party may assign either this Agreement or any
of its rights, interests or obligations hereunder without the prior written
approval of the other party.
(c) Counterparts and Facsimile
Signature. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. This Agreement
may be executed by facsimile signature.
(d) Headings. The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.
(e) Governing
Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New Jersey without giving
effect to any choice or conflict of law provision or rule (whether of the State
of New Jersey or any other jurisdiction) that would cause the application of
laws of any jurisdictions other than those of the State of New
Jersey. The Parties hereby consent to the exclusive jurisdiction of
the courts of the State of New Jersey and the United States District Court for
the District of New Jersey for all disputes arising under this
Agreement.
(f) Amendments and
Waivers. The Parties may mutually amend any provision of this
Agreement at any time during the term of this Agreement prior to the termination
of this Agreement. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by the
Parties. No waiver of any right or remedy hereunder shall be valid
unless the same shall be in writing and signed by the party giving such
waiver. No waiver by any party with respect to any default,
misrepresentation or breach of warranty or covenant hereunder shall be deemed to
extend to any prior or subsequent default, misrepresentation or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.
(g) Severability. Any
term or provision of this Agreement that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent
jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the Parties agree that the court making the determination of
invalidity or unenforceability shall have the power to limit the term or
provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision, and this Agreement shall be enforceable as so
modified.
(h) Construction. The
language used in this Agreement shall be deemed to be the language chosen by the
Parties to express their mutual intent, and no rule of strict construction shall
be applied against any party. Any reference to any federal, state,
local or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires
otherwise.
(i) Remedies. Partners shall be
entitled to enforce its rights under this Agreement specifically to recover
damages by reason of any breach of any provision or term of this Agreement and
to exercise all other rights existing in its favor. In the event of
any dispute under this Agreement, the prevailing party shall be entitled to
recover its costs incurred in connection with the resolution thereof, including
reasonable attorneys fees.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as an
instrument under seal as of the date first written above.
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Excelsus
Capital Partners, LLC
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Savoy
Energy Corporation
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By:_____________________
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By:____________________________
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Name:
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Name:
Xxxxxx Xxxxxxxxxxx
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Title: Principal
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Title:
President
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