AGREEMENT
AGREEMENT
Agreement,
dated July 31, 2006 by and between Euro Catalysts Capital Markets, having an
address at 1 PVM, Xxxxx 0000, Xxxxxxxx, Xxxxxx X0X 0X0 (“Consultant”), and Adera
Mines Limited, a Nevada corporation having an address 00000 Xxxxxx
Xxxxxx,
Xxxxxxxxxx,
Xxxxxxxxxx 00000 (the "Company").
WHEREAS,
the Company wishes to assure itself of the services of the Consultant, and
the
Consultant is willing to provide its services to the Company under the terms
and
conditions hereinafter provided.
NOW
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, the parties hereto do covenant and agree, as
follows:
1.
Retention.
The
Company hereby retains Consultant to render to the Company the services
described below, with respect to which the Consultant shall apply its best
efforts and devote such time as shall be reasonably necessary to perform its
duties hereunder and advance the interests of the Company.
2. Services.
The
services to be rendered by the Consultant to the Company shall consist of
services
rendered related to locating and providing a shell corporation to be used to
acquire one hundred percent (100%) of the outstanding common stock of Chatsworth
Data Corporation (“CDC”),
3.
Compensation.
In
consideration of Consultant’s services hereunder, concurrent with the closing of
the acquisition of CDC by a shell corporation, Company shall pay to Consultant
the following: (a) $350,000 by wire transfer of immediately available funds
in
accordance with the wire instructions set forth in Exhibit A hereto; and (b)
1,000,000 warrants, each of which shall entitle the holder thereof to purchase
one share of common stock of the Company at a purchase price of $0.30, expiring
five years after the date of the Closing which shall be issued as instructed
on
Exhibit A hereto.
4.
Piggy-Back
Registration Rights.
(a)
If
at any
time in the next twelve months, the Company shall determine to prepare and
file
with the Securities and Exchange Commission, a registration statement relating
to an offering for its own account or the account of others, under the
Securities Act of 1933, as amended (the “Act”), of any of its equity securities
(other than a registration statement on Form S-8 or S-4 for a reorganization
transaction) (the “Registration Statement”), then Company shall send Consultant
written notice of such determination and if, within five (5) business days
after
receipt of such notice Consultant shall so request in writing, the Company
shall
include in such registration statement all or any part of the equity securities
of the Company held by Consultant and such shares of common stock of the Company
held in the quantities and by the persons listed on Exhibit B hereto (such
persons shall be referred to as “former Adera holders”) included in Consultant’s
request which request must include the information requested by the Company
for
the Selling Security Holders table for Consultant and former Adera holders
(the
“Registrable Securities”). The Company shall have no obligation to provide
communications directly to former Adera holders; its obligation to provide
notice shall be fulfilled by written notice to Consultant as provided
herein.
(b)
Anything
to the contrary herein notwithstanding, if the registration involves an offering
by or through underwriters, then (i) Consultant and former Adera holders must
sell its Registrable Securities to the underwriters selected by Company on
the
same terms and conditions as apply to other selling security holders; and (ii)
that if, in connection with any underwritten public offering for the account
of
the Company the managing underwriter(s) thereof shall impose a limitation on
the
number of shares of common stock which may be included in the Registration
Statement because, in such underwriter(s)’ judgment, marketing factors dictate
such limitation is necessary to facilitate public distribution, then the Company
shall be obligated to include in such Registration Statement only such limited
portion of the Registrable Securities as the underwriter shall
permit
5. Rule
144.
As long
as the Consultant or any former Xxxxx xxxxxx owns any securities of the Company,
the Company covenants to use its reasonable efforts timely file (or obtain
extensions in respect thereof and file within the applicable grace period)
all
reports required to be filed by the Company hereof pursuant to Section 13(a)
or
15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), and if the
Company is not required to file reports pursuant to Section 13(a) or 15(d)
of
the Exchange Act, it will prepare and furnish to the Consultant and make
publicly available in accordance with Rule 144(c) promulgated under the Act
annual and quarterly financial statements, together with a discussion and
analysis of such financial statements in form and substance substantially
similar to those that would otherwise be required to be included in reports
required by Section 13(a) or 15(d) of the Exchange Act, as well as any other
information required thereby, in the time period that such filings would have
been required to have been made under the Exchange Act. The Company further
covenants that it will take such further action as the Consultant may request,
all to the extent required from time to time to enable the Consultant or any
former Xxxxx xxxxxx to sell its shares of common stock of the Company without
registration under the Act within the limitation of the exemptions provided
by
Rule 144 promulgated under the Act, including without limitation, instructing
counsel to issue a legal opinion in connection with such proposed transfer
provided that the cost of such legal opinion shall be at the expenses of the
Consultant or former Xxxxx xxxxxx as applicable..
6.
Miscellaneous.
This
Agreement sets forth the entire agreement and understanding of the parties
in
respect of the transactions contemplated hereby and supersedes all prior and
contemporaneous agreements, arrangements and understandings of the parties
relating to the subject matter hereof. This Agreement may be amended, modified,
superseded or cancelled, and any of the terms, covenants, representations,
warranties or conditions hereof may be waived, only by a written instrument
executed by the parties hereto. This Agreement may not be assigned by
Consultantt, by operation of law or otherwise, without the Company’s prior
written consent, and any such attempted assignment shall be null and void and
of
no force or effect; subject to the foregoing restriction, this Agreement will
be
binding on, inure to the benefit of, and be enforceable against the parties
and
their respective successors and assigns. A party’s failure to enforce the strict
performance of any provision of this Agreement will not constitute a waiver
of
its right to subsequently enforce such provision or any other provision of
this
Agreement.This Agreement shall be governed, construed and enforced in accordance
with the laws of the State of California and the federal laws of United States
applicable therein, without giving effect to principles of conflicts of law.
The
parties hereby irrevocably consent to the in personam jurisdiction and venue
of
the state or federal courts located in the County of Los Angeles, California,
in
connection with any action or proceeding arising out of or relating to this
Agreement or the transactions and the relationships established thereunder.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
on the date first written above.
THE
COMPANY:
ADERA
MINES LIMITED
By:
_____________________
Name:
X.
XXXXXXX XXXXXX III
Title:
PRESIDENT
CONSULTANT:
EURO
CATALYSTS CAPITAL MARKETS
By:
_____________________
Name:
Xxxxxxx
Xxxxxxx
Title:
_____________________
Exhibit
A
Warrant
Recipients and Wire Instructions
Euro
Catalyst Capital Markets
|
400,000
|
|
1
PVM, Suite 2821
|
||
Montréal,
QC, Canada H3B 4R4
|
||
SS#
: NA
|
||
Xxxxxxx
Xxxxxxx
|
500,000
|
|
00
Xx Xxxxxxx
|
||
Xxxxxxxxxx,
XX, Xxxxxx X0X 0X0
|
||
SS#
: NA
|
||
Xxxxx
Xxxxxxxxxxx
|
100,000
|
|
000
Xxx xx Xxxxx, 0xx xxxxx
|
||
0000
Xxxxxx, Xxxxxxxxxxx
|
||
SS#
: NA
|