LEXXUS CAPITAL New York, New York 10036 212-626-6749 (phone) CONSULTING AGREEMENT
LEXXUS
CAPITAL
1120
Avenue of the Americas, Suite 4046
000-000-0000
(fax)
This
agreement ("Agreementn)
is
entered into, this 11th day of August, 2008 between Titan Energy Worldwide,
Inc.
(the "Company") and Lexxus Capital ("Consultant").
WHEREAS,
Consultant has experience in corporate acquisitions, corporate finance,
financial public relations, and knowledge in the development of secondary
trading markets and
WHEREAS,
the Company desires to engage Consultant to assist in raising capital through
the Public Markets, developing secondary trading markets for the Company's
securities, and for advice on financial public relations and investment banking
matters.
NOW
THEREFORE, the Company and Consultant agree as follows:
l:.. CONSULTANT'S
SERVICES
Consultant
will provide the Company consulting service for one year in connection with
the
following matters:
• Assist
in
compiling such financial information along with any other "due
diligencen
information
that may be required to assist the Company in raising Equity Capital.
• Assist
in
raising capital for the purpose of implementing the Company's transitional
and
organizational business plan.
• Assist
in
communications and correspondence with brokers, Money Managers, and Investors
as
it relates to corporate developments.
• Develop
broker relations program in the New York City and Tri-State Area.
• Develop
additional broker relations program in the Midwest.
• Provide
sponsorship for the Company at Regional Investment Banker Syndicate seminars
and
other Broker Dealer sponsorship meetings, as it is mutually agreeable between
the Company and the Consultant.
• Consult
with the Company about it's present and future securities structure.
• Provide
additional guidelines regarding stock distribution and shareholder relations
program.
• Assist
in
coordination of financial public relations, including the delivery ofone CFA
report to the Company.
• Assist
in
writing and I
or
editing all new announcements and vetting them to the shareholders, and
appropriate wire services as well as the public at large.
• Participate
in and coordinate road trips for Company executives to provide introductions
and
information to brokers, investment bankers, financial analysts, and money
managers about the Company.
• Develop
Broker Database followed by other "target" areas as considered beneficial by
the
Company.
2.
COMPENSATION
In
consideration
of the Consultant's services, the Company shall compensate the Consultant as
follows:
Corporate
Finance
• A
ten
(10) per cent Consulting Fee for any Equity Financing brought to the Company
through an Equity Fund, Institution or Accredited Investor introduced to Company
directly by the Consultant.
• A
five
(5) per cent Consulting Fee for any Debt Financing brought to the Company
through a Debt Fund, Merchant Bank, Institution or Accredited Investor
introduced to Company directly by the Consultant.
• A
three
(3) per cent override for the introduction of Debt or Equity Financing through
a
Broker-Dealer or Investment Banker introduced to Company directly by the
Consultant.
Investor
Relations
• Reimbursement
of expenses on a Pre-approved basis.
• $5,000.00
per month retainer, first two months in advance.
• Two
Hundred Fifty Thousand Restricted Shares*.
• Five
Hundred Thousand, Five Year Stock Purchase Warrants, as follows:
a) 200,000
warrants exercisable at $1.50-Issue date, October 1,2008
b) 100,000
warrants, exercisable at $2.00-Issue date, January 1,2009
c) 100,000
warrants, exercisable at $2.50-Issue date, April!, 2009
d) 100,000
warrants, exercisable at $3.00-Issue date, July 1, 2009
Warrants
will
be subject to demand registration rights.
*The
Company
will issue a legal opinion, after June 30, 2009, within 10 business days,
that
will
permit the shares to trade in accordance with Rule 144.
3.
~INDEMNIFICATION
The
Company's Agent agrees to indemnify and hold harmless Consultant and their
agents and employees against any losses, claims, damage or liabilities, joint
or
several, to which Consultant or any other such person may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or
actions, suits or proceedings in respect thereof) arise out of or are based
upon
any untrue statement or alleged untrue statement of any material, or arising
out
of or based upon the omission or alleged omission to state therein or necessary
to make the statements therein not misleading and will reimburse Consultant
or
any such other person for any such legal or other expenses
reasonably incurred by Consultant or any such person in connection with
nvestigation or
defending
any such loss, claim, damage, liability or action, suit or proceeding provided,
however, that the Company will not be liable in any such case to the extent
that
any such loss, claim damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in, or omission or alleged
omissions in reliance upon and in conformity with written information furnished
to the Company by Consultant specifically for use in preparations thereof.
This
Indemnity agreement will be in addition to any liability which the Company
may
otherwise have.
Consultant
will indemnify and hold harmless the Company, each of it's directors, each
of
it's officers, or persons, if any, who control the Company within the meaning
of
the Act against any losses, claims, damages or liabilities to which the Company
or any such other person may become subject, under the Act or otherwise, insofar
as such losses, claims, . damages, or liabilities to which the Company or any
such other person may become subject, under the Act or otherwise, insofar as
such losses, claims, damages, or liabilities (or actions, suits, or proceedings
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact that may arise out ofor
are
based
upon the omission to state therein a material fact that may arise out of or
are
based upon the omission or the alleged omission to state therein a material
fact
required to be stated therein or necessary to make the statement therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omissions in
reliance upon and in conformity with written information furnished to the
Company by the Consultant specifically for use in the preparation thereof and
will reimburse any legal or other expenses reasonably incurred by the Company
or
any such other person in connection with investigating or defending any such
loss, claim, damage, liability, or action, suit or proceeding. This Indemnity
Agreement will be in addition to any liability which the Consultant might
have.
Promptly
after receipt by an indemnified party under this section of notice of the
commencement of any action, suit or proceeding, such indemnified party will,
if
a claim in respect thereof is to be made against an indemnifying party under
this section, notify the indemnifying party of the commencement thereof: But
the
omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
section. In any case such action, suit or proceeding is brought against any
indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and
to
the extent may wish jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnifying party will not be liable to such indemnified party under this
section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
cost of investigation.
4,
TERMINATION
This
Agreement may be terminated by mutual agreement of the parties at any time
or by
either party on thirty days written notice to the other party. The provisions
on
Indemnification shall survive any termination of the Agreement by either
party.
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5. COMPLETE
AGREEMENT; MODIFICATION
This
Agreement together with it's Exhibits, constitutes the entire understanding
of
the parties with respect to the matters it purports to cover, and no promise,
representation, or warranty other than those set out herein, shall be of any
force or effect. No modification or amendment of this Agreement shall be of
any
force unless reduced to writing, signed by all of the record shareholders,
and
deposited with the Corporation.
6.
DESCRIPTIVE HEADINGS
The
Descriptive Headings of this Agreement are for convenience only and shall not
control or affect the meaning or construction of any provision of this
Agreement.
7.
COUNTERPARTS
This
Agreement may be executed in any number of counterparts, and each such .
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together
shall constitute but one Agreement.
8.
GOVERNING
LAW AND VENUE
The
interpretation and construction of this Agreement shall be governed by the
laws
of the state of New York for the contracts made and to be performed in New
York.
All obligations under this Agreement to purchase or sell shares or to give
notices for performance will be in New York, New York.
.IN
WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed as of
the
date first set forth herein.
| Company:, Titan Energy Worldwide | Consultant: Lexxus Capital | |
| By: /s/ Xxxx X. Xxxxxx | By: /s/ X. Xxxxxxxx | |
| Date: 8/11/08_ | Date: 8/11/08 |
