AGORACOM INVESTOR RELATIONS CORP. LETTERHEAD]
Exhibit
10.7
[AGORACOM
INVESTOR RELATIONS CORP. LETTERHEAD]
THIS
INVESTOR RELATIONS AGREEMENT
made as
of the 7th day of December 2006,
BETWEEN:
Hi
Ho Silver Resources Inc., a
company
subsisting under the laws of Canada and having its head office at 0000
Xxxxxxxxxx Xx, Xxxxx 00X, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0
(“Hi
Ho”)
AND:
AGORACOM
Investor Relations Corp,
a
company incorporated in the province of Ontario, and having its head office
at
000 Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
(“AGORACOM”)
WHEREAS:
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A.
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HI
HO requires the services of a corporation capable of providing
Investor
Relations services (collectively, the “Services”);
and
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B. AGORACOM
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:
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1.
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CONSULTING
SERVICES
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1.1.
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Subject
to the approval of any governing regulatory authority or stock
exchange,
if required, HI HO shall retain AGORACOM to provide the Services,
the
particulars of which are set out in section 4 of this Agreement,
and
AGORACOM shall provide the Services on the terms and conditions
of this
Agreement. In performing its duties hereunder, AGORACOM shall at
all times
exercise the standard of care, skill and diligence normally provided
in
the performance of services similar to that contemplated by this
Agreement.
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1.2.
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AGORACOM
shall have no right or authority, express or implied, to commit
or
otherwise obligate HI HO in any manner whatsoever, except to the
extent
specifically provided for herein or specifically authorized in
writing by
HI HO.
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| 2. |
TERM
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2.1.
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The
term of this Agreement shall be for 12 months beginning on January
1, 2007
(the “Commencement Date”) and ending on December 31, 2007 and
shall continue from
month to month thereafter, unless terminated by either AGORACOM
or HI HO
as set out in Part 7 hereof.
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2.2.
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HI
HO will have one unconditional right to terminate this Agreement
upon
completion of the first six months of this Agreement via written
notice
during the period of July 1 - 8 207. In the event of termination
by HI HO
pursuant to this paragraph, all further monthly fees payable to
AGORACOM
shall cease and terminate. Vested stock options will not be affected
and
will expire pursuant to Schedule “C” of this Agreement. All unvested stock
options will be deemed vested if the share price of HI HO has appreciated
above the strike price set in Schedule
“C”.
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3.
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COMPENSATION
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3.1.
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As
partial compensation for services under this Agreement, AGORACOM
shall
receive monthly cash compensation in the amount of $CDN
2,000.00 (+ GST).
Upon acceptance of this Agreement, HI HO will provide AGORACOM
with first
and last payments ($CDN 4,000), as well as, post-dated checks for
February
1, 2007 and March 1, 2007. Thereafter, at the beginning of each
subsequent
quarter of this Agreement, HI HO shall provide AGORACOM with three
post-dated checks for each respective month.
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3.2.
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As
partial compensation for services under this Agreement, AGORACOM
shall
receive monthly cash compensation in the amount of $CDN
2,000.00 (+GST),
representing fees for managing and executing a Google IR Program
for a
minimum of three months, the details of which are provided in Schedule
"B"
of this Agreement. Upon acceptance of this Agreement, HI HO will
provide
AGORACOM with payment for the entire three months ($CDN 6,000 +
GST).
Thereafter, if HI HO continues with a Google IR Program for an
additional
three months, HI HO shall provide payment in full at the beginning
of each
subsequent quarter.
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3.3.
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As
the final component of compensation, HI HO and AGORACOM shall enter
into
an agreement in which AGORACOM will be granted the option to purchase
common shares of HI HO, the details of which are provided in Schedule
"C"
of this Agreement. The monthly fees and stock option agreement
shall
constitute full compensation for AGORACOM.
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3.4.
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AGORACOM
shall absorb all expenses incurred in providing Services to HI
HO pursuant
to this Agreement.
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4.
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SERVICES
TO BE PROVIDED
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4.1.
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AGORACOM
agrees, at its expense, to
effect communications
between HI HO 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.
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4.2.
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AGORACOM
agrees, at its expense, to further provide a Google
IR Program
intended to precision target small-cap investors for the purposes
of
generating new shareholder leads and raise awareness amongst prospective
investors and the investment community as a whole, the details
of which
have been clearly defined in Schedule
"B"
of
this Agreement.
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4.3.
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In
performing the Services under this Agreement, AGORACOM 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, AGORACOM shall not:
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a)
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release
any financial or other information or data about HI HO, which has
not been
generally released or promulgated, without the prior approval of
HI HO;
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b)
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conduct
any meetings or communicate with financial analysts without informing
HI
HO in advance of the proposed meeting and the format or agenda
of such
meeting;
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c)
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release
any information or data about HI HO to any selected or limited
person,
entity, or group if AGORACOM is aware or ought to be aware that
such
information or data has not been generally released or promulgated;
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| d) |
after
notice by HI HO of the filing of materials for a proposed public
offering
of securities of HI HO or during any period of restriction on publicity,
engage in any public relations efforts not in the normal course
without
the prior approval of counsel for HI HO and of counsel for the
underwriter(s), if any; or
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| e) |
take
any action or advise or knowingly permit HI HO to take action,
which would
violate any applicable securities, laws or rules and regulations
issued
thereunder.
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| 4.4 |
AGORACOM
shall not release any information or data about HI HO to certain
named
persons, entities, and corporations, as HI HO may advise from time
to
time.
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5. DUTIES
OF COMPANY
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5.1.
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HI
HO shall supply AGORACOM, on a regular and timely basis, with all
approved
data and information about HI HO, its management, products and
operations,
and HI HO shall be responsible for advising AGORACOM of any facts
which
would affect the accuracy of any prior data or information previously
supplied to AGORACOM. HI HO will make its best efforts to make
officers
and executives available for interviews, Q&A sessions and other
investor communications. HI HO will use its best efforts to respond
to
reasonable questions put forth by shareholders and prospective
investors.
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5.2.
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HI
HO shall contemporaneously notify AGORACOM of any information or
data
being supplied to AGORACOM that has not been generally released
or
promulgated.
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5.3.
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HI
HO shall issue a press release, to be drafted by AGORACOM and approved
by
HI HO, announcing the Investor Relations agreement, as well as,
include
AGORACOM contact information and instructions for investors to
utilize the
HI HO IR HUB within every subsequent press
release.
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6.
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REPRESENTATIONS
AND WARRANTIES
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AGORACOM
represents and warrants to, and covenants with, HI HO as follows:
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(a)
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AGORACOM
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;
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(b)
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AGORACOM
will, and will cause its employees, agents and consultants to,
act at all
times in the best interests of HI HO;
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(c)
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AGORACOM
has not been subject to any sanctions or administrative proceedings
by any
securities regulatory authority;
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(d)
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this
Agreement has been duly authorized by all necessary corporate action
and
constitutes
a valid and binding obligation of AGORACOM,
enforceable against it in
accordance with its terms; and
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(e)
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all
of AGORACOM’s trades in securities of HI HO shall be full compliance with
all legal requirements and AGORACOM shall not undertake any trades
based
on insider information. Any securities transactions undertaken
by AGORACOM
shall be for its own account.
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7.
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TERMINATION
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7.1.
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It
is an event of default ("Event of Default") if a party (the "Defaulting
Party") (the other party being the "Non-Defaulting Party"):
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(a)
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commits
a breach of any representation, warranty or covenant on the part
of the
Defaulting Party where such breach continues for 10 days after
the
Non-Defaulting Party has demanded that such breach be
cured;
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(b)
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materially
breaches any term of this Agreement, which would include a failure
by
AGORACOM to perform services as outlined in Schedule “C” for a period of
30 days or a failure by HI HO to make payment for 60 days, and
such breach
continues for 10 days after the Non-Defaulting Party has demanded
that
such breach be cured;
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(c)
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becomes
bankrupt, commits an act of bankruptcy, files for any form of bankruptcy
or creditor protection, is adjudicated bankrupt, makes a proposal
to its
creditors, has a receiver or a receiver-manager of its assets appointed,
or otherwise seeks any form of bankruptcy or creditor protection;
or
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(d)
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fails
to take reasonable action to prevent or defend any action or proceeding
in
relation to the seizure, execution or attachment of any of such
Defaulting
Party's assets.
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7.2.
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In
the event of termination by HI HO pursuant to paragraph 7.1 or
paragraph
7.3, all amounts otherwise payable to AGORACOM pursuant to the
terms of
section 3 shall cease and terminate, including unvested stock options,
and
AGORACOM will return all material provided by HI
HO.
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7.3.
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Prior
to the expiration of its term, this Agreement may be
terminated:
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(a) by
the
Non-Defaulting Party at any time upon the occurrence of an Event of Default
upon
written notice to the Defaulting Party setting forth:
(i) the
Event
of Default; and
(ii) the
effective date of termination; or
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7.4.
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In
the event of termination by AGORACOM pursuant to paragraph 7.1
or
paragraph 7.3, or termination of this agreement by HI HO without
cause,
all amounts payable to AGORACOM for the remaining and complete
term of
this agreement, pursuant to the terms of Section 3, shall become
immediately due and payable and AGORACOM will return all material
provided
by HI HO. In addition, all stock options granted pursuant to the
terms of
Section 3 shall not be affected.
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8.
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NOTICE
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8.1.
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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 facsimiled 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.
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8.2.
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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.
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9.
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GENERAL
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9.1.
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All
references to currency herein are to currency of Canada.
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9.2.
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The
rights and interests of the parties under this Agreement are not
assignable.
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9.3.
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Time
is of the essence of this Agreement.
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9.4.
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This
Agreement shall inure to the benefit of and be binding upon the
parties
hereto and their respective successors, personal representatives,
heirs
and permitted assigns.
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9.5.
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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.
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9.6.
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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.
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9.7.
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9.8.
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AGORACOM
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.
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9.9.
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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.
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9.10.
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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.
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9.11.
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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.
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9.12.
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This
Agreement represents the entire agreement of the parties hereto
with
respect to the subject
matter hereof and may not be modified, nor may any provisions hereof
by
waived, except in writing,
duly executed by each party potentially adversely affected by any
modification, and by each
party waiving any rights hereunder.
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9.13.
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AGORACOM
agrees to utilize all information received from HI HO only as contemplated
herein, to treat all confidential information received from HI
HO in a
strictly confidential manner and agrees that all confidential information
will not be disseminated publicly or provided to any third party
without
HI HO’s written consent, unless otherwise required by
law.
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9.14.
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AGORACOM
agrees to promptly indemnify and hold harmless HI HO and its officers,
directors, agents, employees and controlling persons (if any) against
any
losses, claims, damages or liabilities (including, without limitation,
court costs and reasonable attorneys fees) to which HI HO and its
officers, directors, agents, employees and controlling persons
may become
subject, caused as a result of:
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(a)
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any
breach by AGORACOM (or its officers, directors, agents, and employees)
of
the terms of this Agreement and/or any other agreement or document
referenced herein;
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(b)
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any
untrue statement of a material fact, or an omission of a material
fact, or
any other violation of applicable securities or other laws, rules
or
regulations, for which AGORACOM (or its officers, directors, agents,
and
employees) is responsible; or
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(c)
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for
any negligence or bad faith of AGORACOM (or its officers, directors,
agents, and employees) in performing its services;
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and
shall
promptly reimburse HI HO for any legal or other expenses reasonably incurred
by
HI HO in connection with investigating or defending any action or claim in
connection therewith.
IN
WITNESS WHEREOF
this
Agreement has been executed as of the day and year first above
written.
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/s/
Signed
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President
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Authorized
Signatory
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Position
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AGORACOM
Investor Relations Corp.
/s/ Signed
Xxxxxx
Xxxxxxx, President
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SCHEDULE
"A"
LEAD
GENERATION AND AWARENESS
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-
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12
months of AOL and Yahoo Small Cap
Show
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-
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2
CEO Interviews
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-
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2
Feature Webcasts
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-
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2
Feature Company Spots on AOL, Blackberry and Yahoo Small Cap
Centres
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-
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4
AGORACOM E-Mail Bulletins
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4-8
Presidents Messages
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12
months of AGORACOM MarketPlace
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-
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12
months of AOL, Blackberry and Yahoo Small Cap Centre Headlines
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-
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12
months of AGORACOMCOM Front Page
Headlines
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DAILY
IR MANAGEMENT AND EXECUTION
Customized
and Monitored IR Hub - AGORACOM
will create a customized and monitored IR HUB for the purposes of communicating
with current and prospective investors. The HI HO IR HUB will also contain
a
broker fact sheet, complete company profile, HI HO logo, executive address
with
a HI HO executive, stock chart, delayed quote and e-mail registration for
investors and prospective investors.
Strategy
- AGORACOM
will formulate and execute a complete IR strategy in 3-month increments over
the
next 12 months.
Complete
Document Creation and Delivery - AGORACOM
will publish all investor related documents including press releases, corporate
updates, interviews, question and answer (Q&A's) and media advisories
created by your current IR team. Destinations include your IR HUB, AGORACOM
Front-Page, Yahoo Finance, AOL Finance and every Blackberry device on the
planet
Shareholder
Communications and Database Management - AGORACOM
will facilitate all daily and regular communications with existing and potential
shareholders including questions, requests for information and other relevant
queries via e-mail and your IR HUB. All responses will come from your current
IR
team. In addition, AGORACOM will manage and update your shareholder 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. AGORACOM will produce and deliver proactive communications in
10 -14
day intervals.
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_____________
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_____________
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Initials
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Initials
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AGORACOM
Investor Relations
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SCHEDULE
"B"
GOOGLE
IR PROGRAM
Your
Google IR Campaign will include the following:
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·
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20
keywords (minimum)
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·
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3
text advertisements, 2 banner
advertisements
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·
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1
customized landing page
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Marketing
Channels
Google
AdWords Network
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o
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Targeted
and Contextual Ads
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§
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Banner
Ads On Tier-1 financial websites
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·
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XXXXXXXX.xxx
(No Charges Incurred For
Click-Throughs)
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o
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Marketplace
(Master Listing)
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o
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Marketplace
(Sector Specific Listing)
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o
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Front
Page Headlines
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o
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Front
Page Featured Company
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o
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Customized
and Monitored IR HUB (Client To Answer All Investor
Questions)
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·
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AGORACOM
Promotional Network (No Charges Incurred For
Click-Throughs)
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o
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XxxXxxxXxxxxx.xxx
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o
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XxXxxxxXxxxxx.xxx
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o
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XxxxxXxxXxxxx.xxx
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Supporting
Collateral Information
AGORACOM
will build a customized landing page consisting of the following:
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·
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Logo
(To be provided by client)
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·
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150-250
word concise overview
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·
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3-5
bullet point highlights
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·
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E-Mail
Capture Box
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·
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1
Yahoo Small Cap Show Interview Per
Quarter
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·
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1
Executive Address Per Quarter
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·
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1
CEO Interview Per Quarter
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·
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Link
To IR HUB, Website, Chart and Quote
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SCHEDULE
"C"
Hi
Ho Silver Resources Inc. grants
AGORACOM the option to purchase 250,000 common shares at $CDN 1.05, representing
the close of trading on December 6, 2006. Number of options is calculated
as
follows:
The
greater of 250,000 or 0.5% of the fully-diluted outstanding share amount,
which
stood at approximately 16,000,000 as of the date of this Agreement.
The
options will vest in equal quarterly amounts and stages over the next 12
months.
However, AGORACOM has elected not to exercise any such options until after
the
first 12 months of service. AGORACOM will have the right to exercise vested
options early if HI HO is acquired, experiences a material change in control,
or
pursuant to any applicable termination clauses as outlined in sections 2
and 7
of this Agreement and AGORACOM is the Non-Defaulting Party.
VESTING
AND EXERCISE SCHEDULE
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AMOUNT
|
PRICE
|
VESTING
DATE
|
FIRST
EXERCISE DATE
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EXPIRATION
|
|
62,500
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$CDN
1.05
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APR
1, 2007
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JAN
1, 2008
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JAN
1, 2010
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62,500
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$CDN
1.05
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JUL
1, 2007
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JAN
1, 2008
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JAN
1, 2010
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62,500
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$CDN
1.05
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OCT
1, 2007
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JAN
1, 2008
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JAN
1, 2010
|
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62,500
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$CDN
1.05
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JAN
1, 2008
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JAN
1, 2008
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JAN
1, 2010
|
All
options granted shall be subject to the terms and conditions of a stock option
agreement to be entered into between AGORACOM and HI HO.
|
Authorized
Signatory
|
Position
|
AGORACOM
Investor Relations Corp.
Xxxxxx
Xxxxxxx, President
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