CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into this 8th day of August, 2003, between Camelot Lakes, Ltd., a corporation engaged in providing consulting services, through its partners, subsidiaries or affiliates ("CL" or...
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EXHIBIT 10.27 |
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This Consulting Agreement ("Agreement") is entered into this 8th day of August, 2003, between Camelot Lakes,
Ltd., a corporation engaged in providing consulting services, through its partners, subsidiaries or affiliates ("CL" or
"Consultant"), and Air-Q Wi-Fi Corporation, a Delaware corporation ("Client" or the "Company"), in connection
with the rendering by CL to Air-Q Wi-Fi Corporation of consulting services, as described herein below, for and in
consideration of the compensation desires to retain Consultant for the purpose of having Consultant provide
consultation services to the Company's management with respect to financial public relations, business growth and
development, including merger and acquisitions, and general business consultation.
legally bound hereby, the parties agree as follows:
consulting services (the "Consulting Services") described in paragraph 2 hereof for the period commencing on the
date this Agreement is executed by both parties and ending one (1) year thereafter (the "Consulting Period").
of consultations with management of the Company as such management may from time to time require during the
consulting period. Such consultation with management shall be with respect to financial public relations ("Financial
Public Relations"), business promotion, business growth and development, including merger and acquisitions, and
general business consultation. Financial Public Relations may include the Company's relationship with financial
community and its securities holders, the preparation and distribution of periodic reports and news releases to keep
existing shareholders informed about the Company's activities, maintaining regular communications with
stockholders and brokers, and such other matters as may be agreed upon between the Company and Consultant.
per month during the term of this Agreement (the "Minimum Consulting Services"). A "person/day" shall mean eight
person/hours of one or more employees of Consultant and shall include domestic travel time for travel outside 150
mile radius of Consultant's business address. In addition, Consultant shall be available, during the term of this
Agreement for additional one person/day per month at the request of the Company for the purpose of providing
additional Consulting Services ("Additional Consulting Services"). Consultant may, but shall not be required to,
devote such additional time to the Company as may be requested by the Company.
Consultant for the Minimum Consulting Services and the Financial Public Relations portion of the Consulting
Services rendered hereunder, the sum of Six Hundred Twenty-Five Thousand (625,000) shares of restricted common
stock of the Company which shall be due and payable to Consultant and/or assigns immediately upon signing of this
Agreement. Said amounts of common shares will be tendered to Consultant in separate certificates as instructed in
Exhibit "A", attached hereto, in the amounts and in the name(s) as described in Exhibit "A". all of which will be
dated as of the date of this Agreement. An Investment letter(s), attached hereto as Exhibit B, prepared by the
Company and duly executed by an authorized representative will be attached to each certificate delivered to
Consultant. In addition, subject to paragraph 5 herein below, if Consultant provides Additional Consulting Services
to the Company, it shall be compensated for such Additional Consulting Services at the rate of $1,200 for each such
additional person/day.
5. Accumulations of Minimum Consulting Services. The payment of Minimum Financial Consulting Services
described in the preceding paragraph shall be retained by Consultant whether or not the Company has requested that
Consultant provide services for at least four person/days per month during the term of this Agreement. Any person of
Minimum Financial Consulting Services not requested in the first month in which the Company is entitled thereto
may be requested in any later month during the term of this Agreement and will not be considered Additional
Consulting Services, provided; however, that Consultant shall not be required to provide more than six person/days
of Financial Consulting Services in any month.
6. Compensation of Out-of-Pocket Expenses. The Company shall be responsible for reimbursing Consultant for
reasonable, accountable, out-of-pocket expenses incurred in performing the services provided in this Agreement.
Such reimbursement would be in addition to any compensation for services as provided herein above and would be
payable in cash, unless otherwise agreed among the parties, within 60 days after receipt of an invoice from
Consultant. Any expenses in excess of $500.00 in any calendar month for which Consultant would be entitled to
receive reimbursement would require advance written approval by the Company. The cost of all travel including
airline ticketing, hotel accommodations and other related travel costs shall, at the election of Consultant, be prepaid
by the Company. The Company shall be responsible for the fees of accountants, outside legal counsel, other advisors
and other services requested by the Company when pursuing a transaction.
7. Nonexclusivity of Consultants Undertakings. The Company expressly understands and agrees that Consultant shall
not be prevented or barred from rendering services of the same nature as or similar nature to those described in this
Agreement, or of any nature whatsoever, for or on behalf of any person, firm, corporation, or entity other than the
Company. Company understands and accepts that Consultant is currently providing consulting services to other
private and public companies and will continue to do so during the term of this Agreement. Company also
understands and accepts that Consultant will seek new clients to provide its consulting services to during the term of
this Agreement.
Agreement consists solely of the furnishing of information and advice to the Company. In no event shall Consultant
be required by this Agreement to act as the agent of the Company or otherwise to represent or make decisions for the
Company. All final decisions with respect to acts of the Company or its subsidiaries or affiliates, whether or not
made pursuant to or in reliance on information or advice furnished by Consultants hereunder, shall be those of the
Company or such subsidiary or affiliates, and the Consultant shall under no circumstances be liable for any expense
incurred or loss suffered by the Company as a consequence of such decision.
provided to either them by the other of a confidential nature will not be revealed or disclosed to any person or entity,
except in the performance of this Agreement, and upon completion of Consultant's services and upon the written
request of the Company, any original documentation provided by the Company will be returned to it. Consultant,
including each of its affiliates, will not directly or indirectly buy or sell the securities of the Company at any time
when it or they are privy to non-public information. Consultant agrees that he will not disseminate any printed matter
relating to the Company, including, without limitation, press releases, without prior written approval of the
Company's legal counsel. Consultant acknowledges that, in light of the fact that Consultant is in a special relationship
with the Company due to the entrusting by the Company to Consultant of non-public, material "inside" information
concerning the Company, the relationship between the Company and Consultant shall be that of a special
relationship.
Consultant agrees that it will comply with all applicable securities laws, in performing on behalf of the Company
hereunder.
principals are providing legal service, accounting services, underwriting services, securities placement services, nor
sale or securities, and such services must be retained by the Company at its own cost and expense. It is expressly
acknowledged that Consultant will utilize its best efforts in performing the services contemplated hereby but no
representations are made as to the ultimate success of any transaction or other action undertaken by the Company.
until for the duration of the Consulting Period as defined in paragraph 1 herein above. Such term shall be renewed
upon mutual agreement of the parties. This Agreement shall terminate upon the happening of any one of the
following events:
A. Either Consultant or the Company may terminate this Agreement upon thirty (30) days written notice to the other
that a material breach by the other of the terms or covenants of this Agreement shall have occurred and such breach
shall not have been cured with in ten days after such notice.
B. Consultant shall have the right (but not the obligation) to terminate this Agreement upon written notice to the
Company if it reasonably determines that the Company or any of its directors, officer or controlling shareholders has
endangered in any unlawful, wrongful or fraudulent act.
C. Company shall have the right (but not the obligation) to terminate this Agreement upon written notice to the
Consultant if it reasonably determines that the Consultant or any of its directors, officers, assignees, controlling
shareholders or affiliates has engaged in any unlawful, wrongful or fraudulent act.
D. Consultant shall have the right (but not the obligation) to terminate this Agreement upon written notice to the
Company if its shall determine that any material facts concerning the Company represented to it during the course of
performing its services are misstated or untrue or that the Company has intentionally failed to provide Consultant
with material facts concerning the Company.
In the event of Termination, Consultant shall be entitled to accrued fees and expense reimbursements and shares
earned prior to the termination of this Agreement. The shares of the Company that have been delivered to Consultant
and/or assigns by the Company prior to notice of Termination are earned by Consultant.
writing and shall be deemed to have been given or served for all purposes if delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, addressed to the parties as follows:
If to Consultant: Camelot Lakes, Ltd., 0000 Xxxxx Xxxx., #000, Xxxxxxxxx, XX 00000
If to the Company: Air-Q Wi-Fi Corporation, 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, XX 00000
B. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject
matter of this Agreement and supersedes all prior discussions between the parties. There are not terms, obligations,
covenants, express or implied warranties, representations, statements or conditions other than those set forth in this
Agreement. No variations or modifications of this Agreement or waiver of any of its terms or provisions shall be
valid unless in writing and signed by both parties.
accordance with the laws of the State of Texas, excluding its laws relating to conflict of laws.
and the same agreement.
Agreement shall operate as waiver thereof; nor shall any single or partial exercise of any right, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
decision shall not affect the validity or enforceability of any remaining portion, which remaining portion shall remain
in force and effect as if this Agreement had been executed with the invalid or unenforceable portion thereof
eliminated and it is hereby declared the intention of the parties hereto that they would have executed the remaining
portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be
hereafter declared invalid or unenforceable. Should any material term of this Agreement be in conflict any lows or
regulations, the parties shall in good faith attempt to negotiate a lawful modification of this Agreement which will
preserve, to the greatest extent possible, the original expectation of the parties.
dispute through the American Arbitration Association (the "Association") at the Association's Dallas, Texas, offices,
in accordance with the then-current rules of the Association; the award given by the arbitrators shall be binding and a
judgment can be obtained on any such award in any court of competent jurisdiction. It is expressly agreed that the
arbitrators, as part of their award, can award attorneys fees to the prevailing party.
above, Consultant and its partners and principals will to a great extent be relying on information provided the
Company and its officers and directors. Although Consultant will be reviewing all materials provided to it in
connection with performing its duties, Consultant will not be conducting an independent "due diligence review".
Consequently, as a condition to Consultant's performing the task enumerated herein, the Company hereby agrees to
indemnify and hold Consultants and it officers directors, partners and principals harmless against any losses, claims,
damages, liabilities and expenses, whether joint or several and to defend them against any and all actions or causes
of actions or threats of actions to which they may become subject and will reimburse them for any legal or other
expenses including attorney's fees and disbursements reasonably incurred by them in connection with investigation,
preparing or defending any actions commenced or threatened or claim whatsoever whether or not resulting in any
liability insofar as such are based upon (a) any untrue statement or alleged untrue statement of material fact
contained in any information provided to Consultant or (b) any omission of material fact necessary to make any
information provided to us not misleading.
opposite their respective signatures.
AIR-Q WI-FI CORPORATION
By: /s/ XXXXX XXXXXX
Xxxxx Xxxxxx
President
Date: August 8, 2003
CAMELOT LAKES, LTD.
By: /s/ XXXXX X. XXXXXX
Name: _____________________________
Title: ______________________________
Date: August 8, 2003
Exhibit "A"
1. On August 8, 2003, Six Hundred Twenty-Five Thousand (625,000) shares of Company common stock shall be
delivered by the Company to the following entity in the following amount:
Camelot Lakes, Ltd. 625,000 shares
Exhibit "B"
INVESTMENT LETTER FOR RESTRICTED SECURITIES
In connection with the acquisition by Camelot Lakes, Ltd. ("Purchaser") of 625,000 shares of common stock (the
"Stock") of Air-Q Wi-Fi Corporation, a Delaware corporation (the "Company"), Purchaser hereby covenants,
represents and warrants that:
1. Purchaser is acquiring the Stock in good faith for the purpose of investment and not for the purpose of distributing
or publicly selling the Stock to others, or dividing its participation with others in the Stock or any portion thereof.
2. As of the date of this letter, Purchaser is not aware of any particular occasion, event or circumstance upon the
occurrence or happening of which it intends to sell the Stock.
3. Purchaser further understands and acknowledges: (1) that the Stock has not been registered under the Securities
Act of 1933, as amended (the "Act"), on the ground that this transaction is exempt under the Act and (2) the Stock
shall have the status of securities acquired under Rule 144 of the Rules and Regulations of the Securities and
Exchange Commission, and shall, therefore, constitute "restricted securities" as that term is used in Rule 144.
4. Further, Purchaser recognizes that the Company may not comply in the future with the requirements which would
permit him to sell the Stock pursuant to Rule 144. In that event, it agrees the Stock may have to be held for an
indeterminate period of time.
5. The Stock is being acquired by Purchaser for its own account and there is no present arrangement or agreement for
the sale of the Stock to any other person or firm.
6. In the event that Purchaser, at any time, contemplates the disposition (whether by sale, exchange, gift, or other
form of transfer) of the Stock, it will first notify the Company of such proposed disposition and will thereafter
cooperate with the Company in complying with all applicable requirements of State and Federal securities laws
which, in the opinion of the Company or its counsel, must be satisfied prior to the making of such disposition.
Purchaser will not sell, hypothecate, or otherwise transfer or dispose of any or all of the Stock unless (a) the Stock
has been registered under the Act, or (b) it delivers to the Company, by an attorney satisfactory to the Company's
legal counsel, a written opinion to the effect that an exemption from registration under the Act is available with
respect to such disposition, or (c) the sale shall be governed by the provisions of Rule 144 or any other rule
promulgated by the Securities and Exchange Commission under the Act, in a manner satisfactory to the Company's
legal counsel.
7. Purchaser hereby confers full authority upon the Company (a) to instruct its transfer agent not to transfer any of
the Stock until it has received written approval from the Company and its counsel, to the effect that paragraph 6
hereof has been complied with, and (b) to affix to the face of the certificate or certificates representing the Stock, a
legend with respect to the representations set forth herein in the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE PLEDGED OR HYPOTHECATED AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF
1933, OR AN OPINION OF COUNSEL OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT."
8. The Stock covered by the above covenants, warranties and representations shall also include any securities into
which the above securities may become converted, subdivided, or split up, in connection with a merger,
reclassification, recapitalization or reorganization of the Company and all securities of the Company distributed in
connection with a stock dividend on the above securities. Purchaser understands that the Company is relying upon
Purchaser's representations and agreements contained in this letter in consummating the sale and transfer of the Stock
without registering it under the Act.
AirQ Wi-Fi Corporation., a Delaware corporation, hereby acknowledges that it will take any and all action necessary
in order to make the exemption for the sale of the shares to be issued available, pursuant to Rule 144 of the Act.
Further, the Company will take whatever action is necessary to meet all the requirements to maintain eligibility for its
securities to be sold under Rule 144.
AIR-Q WI-FI CORPORATION
By: /s/ XXXXX XXXXXX
Xxxxx Xxxxxx
President
CAMELOT LAKES, LTD.
By: /s/ XXXXX X. XXXXXX
Name: _____________________________
Title: ______________________________