AGREEMENT
AGREEMENT
This
Consulting and Strategic Support Services Agreement (the “Agreement”) is entered
into as of the10 th day of February 2010, by and between Dragons Lair
Holding Corp. with its principal offices located at 000 Xxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000 (the “Company”) and Private Resources, LLC with its
principal offices located at 000 Xxxx Xxxxxx Xxxxx 000
Xxxxxxxx
XX 00000(“Consultant”).
WHEREAS,
Company conducts business and related services at its principal office location,
and Consultant is a Wyoming corporation which is in the business of providing,
among other things, financial advisory, growth services, board advisory
assembly, brand recognition, market maker support, draft FINRA filing forms,
Press Release strategy, institutional debt and/or equity funding, aligning
specialist participation for superior exchanges and general business
consulting services, and the parties wish to enter into a mutually beneficial
business relationship.
NOW,
THEREFORE, in consideration of the mutual promises and covenants provided for
herein, the parties hereto agree as follows:
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1.
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TERM/ENGAGEMENT For
a term of one year commencing on the date hereof, Consultant will provide
the Company with general financial advisory, and related business
consulting services in connection with growth, development and management
of its business, including, but not limited to, providing the Company with
introductions to foreign and domestic broker-dealers, financial
institutions, attorneys, accountants, market makers, analysts, investment
advisors, marketing personnel, and potential officers and director. Either
party may cancel this Agreement on thirty (30) days prior written notice
to the address provided above in the event of non-cured material breach of
any term hereof. In the event the Company is in material breach of any
provision hereof or prospective performance obligation with respect to the
services contemplated hereunder, Consultant shall be entitled to retain
any and all fees paid to date. This Agreement will be renewed on the
one-year anniversary of the date hereof, this Agreement my only amended by
the mutual written consent of both parties thirty (30) days prior to
commencement.
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2.
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FEES/EXPENSES
In connection with this engagement, the Company will pay
Consultant
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a)
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2,000,000
shares of restricted stock
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b)
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lock
up leak out provision that will last for 12 months with an agreed lock up
leak out of no more than 10% of the previous months average daily
volume.
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c)
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Any
direct funding caused by Consultant a fee will be paid by Company of
3%.
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Initial
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3.
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CONFIDENTIALITY
the parties acknowledge that they will have access to certain confidential
and proprietary information of the other and that such information
constitutes valuable, special and unique property of each. The parties
further acknowledge and agree that they will not, at any time during or
after the term hereof, in any fashion, form or manner, either directly or
indirectly, divulge, disclose or communicate the terms and conditions of
this Agreement or any information of any kind concerning matters affecting
or relating to the business of the
other.
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4.
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DUE
DILIGENCE The Company will provide Consultant with any and all
due diligence files, materials, information and documentation reasonably
requested to complete the assignment contemplated herein, including, but
not limited to, shareholder information and records, all interim and
annual public filings. It is expressly agreed and understood that the
Company will timely provide Consultant with any future public filings,
whether they be in the form of press releases or filings (including, but
not limited to, filings with respect to the registration and possible sale
of securities) with regulatory bodies from and after the date
hereof.
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5.
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MUTUAL
INDEMNITY Each party hereby agrees to indemnify, defend and hold the
other, and such other directors, officers, principals, employees, agents
and affiliates and any employees thereof, harmless from and against any
and all costs, losses, claims, demands and liabilities, including
reasonable attorney’s fees and costs, which arise out of or relate to any
breach by the other of any of the terms and conditions of this Agreement;
any negligent or intentional wrongful act of the other or its principals,
directors, officers, employees, representatives or agents, or any other
act by the other or its principals, directors, officers, employees,
representatives or agents outside the scope of this Agreement. The terms
and conditions of this section shall survive termination of this
Agreement.
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6.
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REPRESENTATIONS
AND WARRANTIES
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a.
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The
parties acknowledge their respective authority to enter into this
Agreement and represent that there are no impediments whatsoever to the
performance obligations provided for hereunder, including, but limited to,
Company’s ability to deliver the Shares, as provided in section 2, above,
without restriction.
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b.
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The
parties represent that they are not subject to any restriction that would
prohibit them from entering into this Agreement, that each is fully able
to perform as provided for hereunder, and that neither is restricted in
any way from entering into or performing any of its obligations
hereunder.
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7.
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RIGHT
OF FIRST REFUSAL In addition, during the exclusive Agency Period (as
defined herein above). The Consultant shall have the right of first
refusal to act as the Company’s placement agent with respect to any
private placement or managing underwriter with respect to any public
offering of the Company’s securities. Prior to proceeding with any such
private placement or public offering the Company will provide Consultant
with written notice of its intention to make such offering and shall
afford Consultant a period of thirty(30)days from the date of receipt of
such notice by Consultant for Consultant to determine to act as the
placement agent, underwriter or principal investor. In the event
Consultant fails to respond in writing in a timely manner the Company
exercising its right of first refusal within such thirty (30) day period,
the Company shall be free to pursue such offering without the services of
Consultant. In the event the material terms of the proposed offering
change subsequent to the issuance of a notice contemplated herein to
Consultant, the Company shall be obligated to send a new notice offering
Consultant the opportunity to participate in the revised offering in
accordance with the foregoing notice procedures. Any such offering shall
be upon such terms and conditions as Consultant and the Company shall
agree to in writing prior to the commencement
thereof.
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Initial
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8.
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CHOICE
OF LAW This Agreement and performance hereunder shall be construed and
enforced, and all lawsuits, actions or proceedings arising out of or
related hereto shall be conducted in accordance with the laws within the
jurisdiction of the State of New
York.
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9.
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MISCELLANEOUS
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a.
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Exclusivity
Nothing herein shall prevent Consultant from providing the same or similar
services to any other individual or entity and nothing herein shall
prevent the Company from engaging other parties, provided however, in the
event the Company wishes to engage any individual entity to perform the
same or similar services as described herein, it may only do so with prior
written consent of Consultant.
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b.
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Cooperation
The parties recognize that certain disputes may arise with third parties,
the resolution of which mat require the cooperation of the other,
including, but not limits to, providing factual information and giving
depositions and testimony. Accordingly, at all times during the term of
this Agreement and after its termination, the parties agree to cooperate
with the other to allow such party to advance its position with respect to
such disputes or duties.
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c.
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Commitments
Binding Only upon Written Consent It is expressly understood and agreed
that neither party shall not have the right to make any contracts or
commitments for or on behalf of the other without prior written consent of
the other.
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d.
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Assignment
This Agreement may not be assigned by either party without the prior
written consent of the other party.
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Initial
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e.
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Entire
Agreement This Agreement contains the entire agreement between the parties
and may only be modified or amended in writing, by an authorized officer
of each party.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, each by an
authorized representative thereof, as of the date provided above.
For
Private Resources, LLC.
BY: /s/ Xxxx
Giamoleo
NAME:
Xxxx Xxxxxxxxx
TITLE:
CEO
For:
Dragons Lair Holding Corp. aka 4 Star Realty Holdings, Inc.
BY: /s/
Xxxxx Xxxxx
Jr.
NAME:
Xxxxx Xxxxx Jr.
TITLE:
President
Initial
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