LETTER HEAD OF AGORA INVESTOR RELATION CORP
THIS INVESTOR RELATIONS AGREEMENT made as of the 28th day of July 2005,
BETWEEN:
EYI INDUSTRIES, Inc. a company subsisting under the laws of the State
of Nevada and having its office at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, XX X0X
0X0
("EYI INDUSTRIES")
AND:
AGORA Investor Relations Corp, a company incorporated in the province
of Ontario, and having its head office at 000 Xxxxxxxxx Xxxx, Xxxxx
000, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
("AGORA")
WHEREAS:
A. EYI INDUSTRIES requires the services of a corporation capable of
providing Investor Relations services (collectively, the "Services");
and
B. AGORA is ready, willing and able to provide the Services on the terms
and conditions set forth in this Agreement;
NOW THEREFORE in consideration of the mutual covenants contained herein and the
sum of $10.00 paid by each party to the other (the receipt and sufficiency of
which is hereby acknowledged), the parties hereto agree each with the other as
follows:
1. CONSULTING SERVICES
1.1 Subject to the approval of any governing regulatory authority or stock
exchange, if required, EYI INDUSTRIES shall retain AGORA to provide the
Services, the particulars of which are set out in section 4 of this
Agreement, and AGORA shall provide the Services on the terms and
conditions of this Agreement.
1.2 AGORA shall have no right or authority, express or implied, to commit
or otherwise obligate EYI INDUSTRIES in any manner whatsoever, except
to the extent specifically provided for herein or specifically
authorized in writing by EYI INDUSTRIES.
2. TERM
2.1 The term of this Agreement shall begin on August 1, 2005 and, unless
sooner terminated as provided for in section 7 of this Agreement, shall
expire on the July 31, 2006. EYI INDUSTRIES will have the option to
renew this Agreement for an additional Twelve (12) months under the
same terms of this Agreement.
3. COMPENSATION
As partial compensation for services under this Agreement, AGORA shall
receive monthly cash compensation in the amount of $US 2,500.00. EYI
INDUSTRIES will provide AGORA with 3 post dated cheques at the
beginning of each respective quarter (Aug 1st, Nov. 1st, Feb. 1st, Mar.
1st ).
3.2 As the final component of compensation, EYI INDUSTRIES and AGORA shall
enter into an agreement in which AGORA will be granted warrants to
purchase 350,000 common shares of EYI INDUSTRIES, the details of which
are provided in Schedule "B" of this Agreement. The monthly fee and
warrant agreement shall constitute full compensation for AGORA.
3.3 AGORA shall absorb all expenses incurred in providing Services to EYI
INDUSTRIES pursuant to this Agreement.
4. SERVICES TO BE PROVIDED
4.1 AGORA agrees, at its expense, to effect communications between EYI
INDUSTRIES and its shareholder base, prospective investors and the
investment community as a whole, the details of which have been clearly
defined in Schedule "A" of this Agreement.
4.2 AGORA agrees, at its expense, to further provide marketing and branding
services intended to raise awareness amongst prospective investors and
the investment community as a whole, the details of which have been
clearly defined in Schedule "A" of this Agreement.
4.2 In performing the Services under this Agreement, AGORA shall comply
with all applicable corporate, securities and other laws, rules,
regulations, notices and policies, including those of any applicable
Stock Exchange, and, in particular, AGORA shall not:
(a) release any financial or other information or data about EYI
INDUSTRIES, which has not been generally released or
promulgated, without the prior approval of EYI INDUSTRIES;
(b) conduct any meetings or communicate with financial analysts
without informing EYI INDUSTRIES in advance of the proposed
meeting and the format or agenda of such meeting;
(c) release any information or data about EYI INDUSTRIES to any
selected or limited person, entity, or group if AGORA is aware
or ought to be aware that such information or data has not
been generally released or promulgated; and
(d) after notice by EYI INDUSTRIES of filing materials for a
proposed public offering of securities of EYI INDUSTRIES, and
during any period of restriction on publicity, AGORA shall not
engage in any public relations efforts not in the normal
course without the prior approval of counsel for EYI
INDUSTRIES and of counsel for the underwriter(s), if any.
5. DUTIES OF COMPANY
5.1 EYI INDUSTRIES shall supply AGORA, on a regular and timely basis, with
all approved data and information about EYI INDUSTRIES, its management,
products and operations, and EYI INDUSTRIES shall be responsible for
advising AGORA of any facts which would affect the accuracy of any
prior data or information previously supplied to AGORA. EYI INDUSTRIES
will make its best efforts to make officers and executives available
for interviews, Q&A sessions and other investor communications. EYI
INDUSTRIES will use its best efforts to respond to reasonable questions
put forth by shareholders and prospective investors.
5.2 EYI INDUSTRIES shall contemporaneously notify AGORA if any information
or data being supplied to AGORA that has not been generally released or
promulgated.
5.3 EYI INDUSTRIES shall issue a press release, to be drafted by AGORA,
announcing the Investor Relations agreement and include AGORA contact
information and instructions for investors to utilize the EYI INDUSTRIES
IR HUB at the end of every subsequent press release.
6. REPRESENTATIONS AND WARRANTIES
AGORA represents and warrants to, and covenants with, EYI INDUSTRIES as
follows:
(a) AGORA and its agents, employees and consultants, will comply
with all applicable corporate and securities laws and other
laws, rules, regulations, notices and policies, including
those of any applicable Stock Exchange;
(b) AGORA will, and will cause its employees, agents and
consultants to, act at all times in the best interests of EYI
INDUSTRIES; and
(c) AGORA has not been subject to any sanctions or administrative
proceedings by any securities regulatory authority
7. TERMINATION
7.1 In the event AGORA materially breaches any term of this Agreement, EYI
INDUSTRIES may immediately terminate this Agreement with "cause".
7.2 In the event of termination by EYI INDUSTRIES pursuant to paragraph
7.1, all amounts otherwise payable to AGORA pursuant to the terms of
section 3 shall cease and terminate, including unvested warrants, and
AGORA will return all material provided by EYI INDUSTRIES.
7.3 In the event EYI INDUSTRIES or EYI INDUSTRIES materially breaches any
term of this Agreement, AGORA may immediately terminate this Agreement.
7.4 In the event of termination by AGORA pursuant to paragraph 7.3, or
termination of this agreement by EYI INDUSTRIES without cause, all
amounts otherwise payable to AGORA for the remaining and complete term
of this agreement, pursuant to the terms of Section 3, shall become
immediately due and payable and AGORA will return all material provided
by EYI INDUSTRIES. In addition, all warrants granted pursuant to the
terms of Section 3 shall not be effected.
8. NOTICE
8.1 Any notice, commitment, election or communication required to be given
hereunder by either party to the other party, in any capacity shall be
deemed to have been well and sufficiently given if facsimilied or
delivered to the address of the other party as set forth on page one of
this Agreement, or as later amended by either party from time to time
in writing.
8.2 Any such notice, commitment, election or other communication shall be
deemed to have been received on the third business day following the
date of delivery.
9. GENERAL
9.1 All references to currency herein are to currency of The United States
Of America.
9.2 The rights and interests of the parties under this Agreement are not
assignable.
9.3 Time is of the essence of this Agreement.
9.4 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors, personal
representatives, heirs and assigns.
9.5 If any one or more of the provisions contained in this Agreement should
be invalid, illegal or unenforceable in any respect in any
jurisdiction, the validity, legality and enforceability of such
provision or provisions will not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein will not in
any way be affected or impaired thereby, unless in either case as a
result of such determination this Agreement would fail in its essential
purpose.
9.6 The heading and section numbers appearing in this Agreement or any
schedule hereto are inserted for convenience of reference only and
shall not in any way affect the construction or interpretation of this
Agreement.
9.7 This Agreement shall be construed and enforced in accordance with, and
the rights of the parties to this Agreement shall be governed by, the
laws of Ontario and each of the parties hereby irrevocably attorn to
the jurisdiction of the courts of Ontario.
9.8 AGORA is an independent contractor, responsible for compensation of its
agents, employees and representatives, as well as all applicable
withholdings therefrom and taxes thereon. This Agreement does not
establish any partnership, joint venture, or other business entity or
association between the parties.
9.9 This Agreement shall supersede and replace any other agreement or
arrangement, whether oral or written, heretofore existing between the
parties in respect of the subject matter of this Agreement.
9.10 The parties shall promptly execute or cause to be executed all
documents, deeds, conveyances and other instruments of further
assurance which may be reasonably necessary or advisable to carry out
fully the intent of this Agreement.
9.11 This Agreement may be executed in as many counterparts as may be
necessary and by facsimile, each of such counterparts so executed will
be deemed to be an original and such counterparts together will
constitute one and the same instrument and, notwithstanding the date of
execution, will be deemed to bear the date as of the day and year first
above written.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.
EYI INDUSTRIES, Inc.
/s/ Xxxx X'Xxxxx
----------------
Xxxx X'Xxxxx, COO
AGORA Investor Relations Corp.
/s/ Xxxx Xxxxxxxx
-----------------
Xxxx Xxxxxxxx, Vice President
SCHEDULE "A"
Lead Generation And Awareness
- 2 months of AOL Small Cap Show
- 2 CEO Interviews
- 2 Feature Webcasts
- 4 AGORA E-Mail Bulletins
- 4-8 Presidents Messages
- 12 months of AGORA MarketPlace
- 12 months of AOL Small Cap Centre Headlines
- 12 months of AGORACOM Front Page Headlines
- 5,000 Monthly Front Page Featured Company Spots
- 100,000 monthly Banner Advertising Impressions
DAILY IR MANAGEMENT AND EXECUTION
Customized and Monitored IR Hub - AGORA will create a customized and monitored
IR HUB for the purposes of communicating with current and prospective investors.
The EYI INDUSTRIES IR HUB will also contain a broker fact sheet, complete
company profile, EYI INDUSTRIES logo, executive address with a EYI INDUSTRIES
executive, stock chart, delayed quote and e-mail registration for investors and
prospective investors.
Strategy - AGORA will formulate and execute a complete IR strategy in 3-month
increments over the next 12 months.
Complete Document Creation and Delivery - AGORA will produce all investor
related documents including press releases, corporate updates, interviews,
question and answer (Q&A's) and media advisories. AGORA will be responsible for
delivering all such documents via press release (through your distributor),
e-mail and the EYI INDUSTRIES IR HUB.
Shareholder Communications and Database Management - AGORA will facilitate all
daily and regular communications with current and potential investors including
questions, requests for information and other relevant queries via e-mail and
the EYI INDUSTRIES IR HUB. AGORA will manage and update the EYI INDUSTRIES
database on a daily basis, add contacts, delete contacts, track delivery results
and manage soft and hard e-mail bounces to insure an up to date and robust
database.
Generate and Deliver Proactive Communications - Developments with respect to the
company, its industry, competitors and related products will serve as the basis
for proactive communications with current and prospective investors. AGORA will
produce and deliver proactive communications in 10 -14 day intervals.
/s/ D.O. /s/ P.K.
Initials Initials
EYI INDUSTRIES, Inc. AGORA Investor Relations
SCHEDULE "B"
EYI INDUSTRIES grants AGORA a warrant to purchase 350,000 common shares of EYI
INDUSTRIES Corporation. The option price shall be set at $US 0.06, representing
current market prices. EYI INDUSTRIES warrants that any common stock purchased
by AGORA through this warrant agreement will be registered and free-trading.
The warrants will vest in equal quarterly amounts and stages over the next 12
months. However, AGORA has elected not to exercise any such warrants until after
the first 12 months of service. AGORA will only have the right to exercise
vested warrants early if EYI INDUSTRIES is acquired during the first 12 months
of service.
VESTING AND EXERCISE SCHEDULE
AMOUNT PRICE VESTING DATE FIRST EXERCISE DATE EXPIRATION
87,500 $.06 NOV 1, 2005 AUG 1, 2006 AUG 1, 2008
87,500 $.06 FEB 1, 2006 AUG 1, 2006 AUG 1, 2008
87,500 $.06 MAY 1, 2006 AUG 1, 2006 AUG 1, 2008
87,500 $.06 AUG 1, 2006 AUG 1, 2006 AUG 1, 2008
EYI INDUSTRIES, Inc.
/s/ Xxxx X'Xxxxx
----------------
Xxxx X'Xxxxx, COO
AGORA Investor Relations Corp.
/s/ Xxxx Xxxxxxxx
-----------------
Xxxx Xxxxxxxx, Vice President
