ADVISORY BOARD MEMBER AGREEMENT
THIS ADVISORY BOARD MEMBER AGREEMENT
(this “Agreement”) is made
and entered into effective this 22nd of
January, 2010, (the “Effective Date”), by
and between Bloggerwave Inc., a Nevada corporation (the “Corporation”) and
Xxxxx Xxxxxx, an individual (the “Member).
RECITALS
THE PARTIES ENTER THIS
AGREEMENT on the basis of the following facts, understandings and
intentions:
A. The Corporation has
established and created an advisory board (the “Advisory Board”), pursuant to
which the Advisory Board shall provide objective information and
advice to the Board of Directors of the Corporation on areas involving the
Corporation’s intellectual property and its products and services;
B. The Advisory Board
shall consist of not less than three members who will serve for a term of not
less than two years;
C. The Member of
the Advisory Board shall be technically knowledgeable and competent in the
technical disciplines appropriate to understanding the Corporation’s
intellectual property and its products and services;
D. The
Member desires to accept such appointment to the Advisory Board on such terms
and conditions.
NOW, THEREFORE, in
consideration of the above recitals incorporated herein and the mutual covenants
and promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged, the parties
agree as follows:
1. Appointment and
Responsibilities.
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Appointment. The Corporation
does hereby appoint the Member for a two-year term to the Advisory Board
(the “Appointment”) on the terms and conditions expressly set forth in
this Agreement. The Member does hereby accept and agree to
appointment on the terms and conditions expressly set forth in this
Agreement.
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Responsibilities. During the term
of appointment, the Member shall serve on the Advisory Board unless and
until it is otherwise determined by the Corporation’s Board of
Directors. It is the intention of the parties that the Member shall
review subjects that the Board of Directors presents to the Advisory Board
and prepare a written or verbal report of recommendations for
consideration by the Board of
Directors.
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2.
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Period
of Appointment. The Appointment
shall, unless sooner terminated as provided herein, be a period of two
years commencing on the Effective Date of the Member’s appointment to the
Advisory Board and ending at the close of business on the second
anniversary of the Effective Date (the “Termination
Date”) unless extended my mutual consent of both the Member and the
Corporation.
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3.
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Compensation. The Member’s
compensation (the “Compensation”) shall consist of USD 10,000, payable
upon signing of this agreement, and the issuance by the Corporation of
211,750 shares of its common stock as soon as practical
thereafter.
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The
shares of common stock will be “restricted” as that term is defined in
Rule 144 adopted under the Securities Act of 1933, as amended (the
“Securities Act”). Under Rule 144, the period of restriction is generally
one year. The Corporation will issue the common stock under an appropriate
exemption from the registration requirements of the Securities Act,
including but not limited to the statutory exemption under Section 4(2) of
the Securities Act, and Rule 506 adopted there under, and Regulation
S.
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Reimbursement
of Business Expenses. The Member is
authorized to incur reasonable expenses in carrying out the Member’s
duties for the Corporation under this Agreement and reimbursement for all
reasonable business expenses the Member incurs during the Period of
Appointment in connection with carrying out the Member’s duties for the
Advisory Board, subject to the Corporation’s expense reimbursement
policies in effect from time to
time.
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5.
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Termination. The
Member’s appointment to the Advisory Board may terminate prior to the
Termination Date at the sole discretion of the Board of
Directors.
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6.
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Governing
Law.
This Agreement, and all questions relating to its validity,
interpretation, performance and enforcement, as well as the legal
relations hereby created between the parties hereto, shall be governed by
and construed under, and interpreted and enforced in accordance with, the
laws of the State of Nevada, notwithstanding any Nevada or other conflict
of law provision to the contrary.
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7.
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Agreement. This Agreement
embodies the entire agreement of the parties hereto respecting the
Advisory Board.
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8.
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Modifications. This Agreement
may not be amended, modified or changed (in whole or in part), except by a
formal, definitive written agreement expressly referring to this
Agreement, which agreement is executed by both of the parties
hereto.
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9.
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Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be
deemed an original as against any party whose signature appears thereon,
and all of which together shall constitute one and the same
instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the
signatories. Photographic copies of such signed counterparts may be
used in lieu of the originals for any
purpose.
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10.
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Corporation’s
Representations. The Corporation
represents and warrants that (i) the execution, delivery and performance
of this Agreement by the Corporation has been fully and validly authorized
by all necessary corporate action, (ii) the officer signing this Agreement
on behalf of the Corporation is duly authorized to do so, (iii) the
execution, delivery and performance of this Agreement does not violate any
applicable law, regulation, order, judgment or decree or any agreement,
plan or corporate governance document to which the Corporation is a party
or by which it is bound and (iv) upon execution and delivery of this
agreement by the parties hereto, it shall be a valid and binding
obligation of the Corporation enforceable against it in accordance with
its terms, except to the extent that enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights
generally.
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IN WITNESS WHEREOF, the
Corporation and the Executive have executed this Agreement on the dates
indicated above.
BLOGGERWAVE
INC.
________________________________
Xxxxx
Xxxxx Xxxxxxx, President
MEMBER
________________________________
Name:
Xxxxx Xxxxxx
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