AGREEMENT
This
Agreement (“Agreement”) is made as of November 26, 2007, by and between STRATOS
RENEWABLES CORPORATION (“the Company”), a Nevada corporation,
and
Green
Strategies, Inc. (“Consultant”), with offices in Washington, D.C., for the
purpose of engaging the services of Consultant in furthering the interests
of
STRATOS.
1. Term.
This
Agreement covers the term (the “Term”) of November 15, 2007 to February 15,
2008. Either party can terminate the agreement at any time upon 30 calendar
days
prior written notice.
2. Services.
During
the Term, Consultant shall provide representational, government relations and
strategic consulting services for the Company (the “Services”). Consultant’s
Services will likely include:
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Serving
as a publicly disclosed member of the Company’s advisory board;
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Strategic
advice regarding optimum growth and investment decisions by the
Company;
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An
analysis of critical X.X. xxxxxx matters, including an analysis of
current
and potential U.S. ethanol tariff
provisions;
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Advice
re: policy advocacy options, development of strategic advocacy coalitions,
and execution of government relations and advocacy plans;
and
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Any
other appropriate tasks as directed by the
Company.
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3. Nature
of Services.
The
Company acknowledges that it is contracting with Consultant for consulting
services and that Consultant is not being asked to provide legal services or
legal advice and that any services and advice provided by Consultant shall
not
be construed as legal services or legal advice. Consultant represents, warrants
and covenants that it has in effect any and all necessary licenses, permits
and/or governmental authorizations required by applicable law to perform the
Services hereunder and that it shall promptly make any and all governmental
filings and disclosures required by applicable law in connection with the
relationship established by this Agreement.
4. Compensation.
In
consideration of the performance by Consultant of its obligations under this
Agreement (a) the Company shall pay to Consultant a fee of $24,000 ($8,000.00
per month) payable in full upon execution of this Agreement, less any
deductions, withholdings and offsets required by law, rule or regulation (the
“Fee”), (b) the Company hereby grants to Consultant Two Hundred Fifty Thousand
(250,000) warrants, each of which shall entitle Consultant to purchase one
(1)
share of the Company’s common stock at an exercise price of Seventy Cents
($0.70) per share, which warrants shall vest on a pro-rata monthly basis (i.e.,
1/3rd
per
month) during the Term (with no effect being given to fractional warrants)
and
shall be exercisable thereafter until the fifth (5th)
anniversary of the date hereof (such warrants shall be granted on the same
terms
and conditions as those issued in the Company’s common stock private placement
which closed on November 14, 2007) and (c) the Company shall grant to Consultant
One Hundred Twenty-Five Thousand (125,000) shares of restricted stock issued
in
accordance with, and upon the Company’s adoption of, the Company’s Stock
Incentive Plan (the “Plan”). Notwithstanding the foregoing, (i) in the event
that this Agreement is terminated by Consultant for any reason, or by the
Company for Cause (as defined below), prior to February 15, 2008, Consultant’s
warrants and shares of restricted stock shall cease vesting as of such date
and
all unvested warrants and unvested shares of restricted stock shall be
cancelled, (ii) in the event that this Agreement is terminated by the Company
without Cause prior to February 15, 2008, Consultant’s warrants shall
immediately vest in full and Consultant’s restricted stock shall vest in
accordance with the Plan and (iii) in the event that this Agreement is
terminated by either party for any reason on a date prior to February 15, 2008
(the “Early Termination Date”), Consultant shall pay to the Company without
offset, within 30 calendar days after the Early Termination Date, a cash amount
equal to the product of the Fee multiplied by a ratio, the numerator of which
is
the number of calendar days remaining from the Early Termination Date to
February 15, 2008, and the denominator of which is 92. For the purposes of
this
Section 4, “Cause” shall mean (A) the failure, neglect or refusal by Consultant
to perform any consulting services assigned to him hereunder or any other
material breach of this Agreement by Consultant (including, without limitation,
Consultant’s inability to perform its obligations hereunder as a result of
chronic alcoholism or drug addiction and/or as a result of any failure to comply
with any laws, rules or regulations of any governmental authority with respect
to the performance of the consulting services described herein); (B) any
willful, intentional or grossly negligent act by Consultant having the effect
of
materially injuring the reputation or business of the Company or its affiliates;
or (C) Consultant’s commission of a crime involving, in the Company’s good faith
judgment, fraud, dishonesty or moral turpitude.
5. Independent
Contractor.
Consultant expressly acknowledges and agrees that it is an independent
contractor in carrying out its duties under this Agreement and Consultant shall
in no way be an agent, employee or representative of the Company. All of
Consultant's activities in performing the services under this Agreement shall
be
at Consultant's sole risk and Consultant shall not be entitled to workers’
compensation or any other benefits or insurance protection provided by the
Company to its agents and employees. Subject to the following paragraph, as
an
independent contractor, Consultant shall be solely responsible for determining
the means and methods for performing the Services. Consultant shall be solely
responsible for all taxes, withholdings, and any other statutory obligations
pertaining to its employees and representatives.
6. Limitation
on Authority.
Consultant has no authority to enter into any contract or incur any liability
on
behalf of the Company.
7. Standard
of Performance.
In the
performance of its duties hereunder, Consultant shall, and shall cause its
employees, contractors and representatives to, at all times perform in a
professional, ethical and competent manner and exercise the same duty of care
as
it would exercise in the conduct of its own affairs in similar
contexts.
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8. Compliance
with Laws.
Consultant will, at its expense, obtain and maintain all governmental
authorizations, certifications, registrations and filings that may be required
under applicable U.S. and foreign laws and regulations to perform the Services
under this Agreement. Consultant will otherwise comply with all applicable
U.S.
and foreign laws, regulations and other legal requirements that apply to this
Agreement and the performance of the Services, including tax and foreign
exchange laws.
9. Non-Disclosure
of Confidential Information.
Except
as permitted or directed by the Company in writing, Consultant shall not during
the Term of this Agreement or at anytime thereafter, divulge, furnish or make
accessible to anyone or use in any way (other than in the ordinary course of
providing Services under this Agreement) any Confidential Information (as
defined herein) which Consultant has acquired or will acquire prior to or during
the Term of this Agreement. Consultant agrees and acknowledges that
“Confidential Information” shall mean any and all information not in the public
domain, in any form, emanating from or relating to the Company and its
employees, representatives and/or agents, including, but not limited to, trade
secrets, technical information, costs, designs, drawings, processes, systems,
methods of operation and procedures, price lists, financial data, code books,
invoices and other financial statements, computer programs, discs and printouts,
plans, customer lists, telephone numbers, names, addresses, or any other written
or unwritten information that is used in the business of the Company. Because
Consultant’s Services include communications with government officials, the
Company agrees that it will either (1) withhold from Consultant Confidential
Information that is not necessary in order for the Company to do business with
the government; or (2) xxxx Confidential Information as “CONFIDENTIAL
INFORMATION,” as appropriate. Consultant acknowledges that the Confidential
Information constitutes a unique and valuable asset acquired at great time
and
expense, and that any disclosure or use of any Confidential Information other
than in rendering Services under this Agreement would cause great irreparable
harm to the Company. In the event of a breach or threatened breach of this
Section 9, Consultant agrees that monetary damages would be an inadequate remedy
at law, and both preliminary and permanent equitable injunctive relief is
necessary and shall be available to protect the rights of the Company, without
requirement of bond.
10. Miscellaneous.
(a) Successors
and Assigns.
All of
the terms and provisions of this Agreement shall be binding upon and shall
inure
to the benefit of and be enforceable by the parties hereto, their respective
successors and assigns. Neither party shall assign all or any part of this
Agreement without the other party’s prior written consent.
(b) Entire
Agreement.
This
Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter of this Agreement, and all prior agreements,
understandings, and restrictions, whether written or oral, between the parties
are hereby superseded by and merged into this Agreement.
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(c) Governing
Law.
It is
the intention of the parties that the laws of the State of New York, without
regard to its principles of conflicts of laws, shall govern the validity of
this
Agreement, the construction of its terms and the interpretation of the rights
and duties of the parties hereto.
(d) Waiver
and Amendment.
No
provision hereof may be waived unless in writing and signed by all the parties
hereto. A waiver of any one provision herein shall not be deemed to be a waiver
of any other provision herein. The failure to take prompt action to terminate
for, or seek the correction of, a breach of one party shall not be deemed a
waiver by the other party of the right to enforce its rights hereunder. This
Agreement may only be amended by a written agreement executed by all the parties
hereto.
(e) Severability.
If any
provision of this Agreement is judicially determined to be invalid or
unenforceable as written, then such provision shall, if possible, be modified
and reformed to the degree necessary to render it valid and enforceable.
Further, any such invalidity or unenforceability of any provision shall have
no
effect on the remainder of this Agreement which shall remain in full force
and
effect.
(f) Notices.
All
notices required or given herewith shall be addressed to the Company or
Consultant at the designated addresses shown below by registered mail, special
delivery, facsimile, or by certified courier service:
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Notice
to the Company:
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Notice
to Consultant:
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Xxxxx
Xxxxxx
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Xxxxx
Xxxxxxxxxx
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Stratos
Renewables Corporation
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0000
Xxxxxxxxxxxxx Xxx XX
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0000
Xxxxxx Xxxxx Xxxxxx Xxxx., Xxxxx 000
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Suite
100
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Beverly
Hills, CA 90210
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Xxxxxxxxxx
XX 00000
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Facsimile:
000-000-0000
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Facsimile:
______________
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(g) Arbitration.
Any
controversy between the parties hereto involving the construction or application
of any terms or conditions of this Agreement or any claim arising out of or
relating to this Agreement will be submitted to and settled by final and binding
arbitration in the District of Columbia in accordance with the rules of the
American Arbitration Association then in effect, and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.
(h) Indemnification.
Each
party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless
the other party and its officers, directors, employees, agents and
representatives from and against any liability, claim, loss, damage, suit and
expense (including reasonable attorneys’ fees and costs) arising from any
negligent, reckless or willful actions of negligence, recklessness or misconduct
of, or any breach of this Agreement by, the Indemnifying Party and/or any of
its
officers, directors, employees, agents, representatives or independent
contractors.
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(i) Counterparts.
This
Agreement may be executed simultaneously in any number of counterparts, each
of
which shall be deemed an original but all of which together shall constitute
one
and the same agreement. This Agreement may be executed and delivered by
facsimile and/or PDF signature.
(j) Attorneys’
Fees.
If any
legal action, arbitration or other proceeding is brought for the enforcement
of
this Agreement, or because of any alleged dispute, breach, default or
misrepresentation in connection with this Agreement, the successful or
prevailing party shall be entitled to recover reasonable attorneys’ fees and
other costs it incurred in that action or proceeding, in addition to any other
relief to which it may be entitled.
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IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the date first written
above.
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On
behalf of
CONSULTANT
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By:
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/s/
Xxxxx Xxxxxxxxxx
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Name:
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Xxxxx
Xxxxxxxxxx
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Title:
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President
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On
behalf of
STRATOS
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By:
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/s/ Xxxxx Xxxxxx |
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Name:
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Xxxxx
Xxxxxx
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Title:
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Chairman
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