MANAGEMENT AND SERVICES AGREEMENT
THIS MANAGEMENT AND SERVICES
AGREEMENT (the "Agreement") is made and
entered into as of the 1st day of July, 2010, by and between LIFE Power and Fuels
LLC
("LIFE") and Freedom Resource Enterprises
Inc. (also known as “Colombia Clean Power & Fuels” or the “Company”).
A. Services to Be Performed
for the Company by LIFE.
1. General
Corporate Advisory Services. LIFE will
provide the Company, as needed, with advice in connection with (i) structuring
and implementing its overall corporate finance strategy, including market
positioning with respect to financial markets, (ii) review and analysis of
business plans, corporate materials, and investor relations materials for
distribution to prospective investors; (iii) recruitment for Board and/or other
senior positions as requested, and (iv) merger and acquisition identification,
analysis and structuring. LIFE will also assist the Company on
an on-going, non-exclusive basis in identifying placement agents, underwriters,
lenders and other sources of financing during the term of this Agreement, as
needed.
2. Financial
Advisory Services: LIFE may identify and contact, on a
non-exclusive basis, certain venture capital, underwriters and investment
banking companies and other strategic investors that may provide the Company
with financing or that may agree to assist the Company in equity or debt
offerings. LIFE will regularly inform the Company regarding the
status of these LIFE financing contacts.
3. Merger
and Acquisition Services. LIFE will assist the Company in
identifying potential merger and/or acquisition
candidates. LIFE will assist in contacting pre-approved target
companies and in structuring such transactions.
4. Equipment
Leasing, Lines of Credit, Equipment Financing and other Debt or Credit
Facilities. LIFE may from time to time assist the Company in
securing equipment leases or other equipment financing structures.
B. Compensation
As
consideration to LIFE for the services provided hereunder, the Company agrees to
pay a monthly fee to LIFE equal to the lesser of 1% of gross coal sales or $2
per ton of coal sold; provided, however, that the minimum monthly fee for
services hereunder will not be less than $25,000.
C. Tail
Upon
termination of the contract, LIFE shall continue to receive, for a period of
five (5) years, monthly fees equal to 1% of gross coal sales or $2 per ton of
coal sold from all mines and coking facilities produced from mines on
concessions acquired or coke projects initiated during the time that this
contract was in force.
D. Expenses
The
Company agrees to reimburse LIFE for reasonable out-of-pocket expenses,
including, but not limited to travel expenses related to LIFE's performance of
the services described in this Agreement (i.e. travel and lodging for LIFE
professionals to destinations where the Company has requested or approved the
presence of LIFE professionals).
E. Term of
Agreement
The term
of this Agreement shall commence on July 1, 2010 and shall be in effect for 36
months, and shall automatically renew for an additional 12 months on each
succeeding anniversary unless terminated in writing by either
party.
F. Indemnification
LIFE and
the Company agree to indemnify and hold each other harmless against claims
resulting from actions or omissions in connection with this engagement or
arising out of willful misstatement of material facts by the other party or its
affiliates or representatives.
G. Governing
Law
This
Agreement shall be governed by the laws of the State of Delaware. All claims,
disputes and other matters in question between the parties arising under this
Agreement, shall be brought before U.S. federal courts residing in such
state.
H. Signatures
By their
authorized signatures below, LIFE and the Company do agree to be bound by the
terms of this Agreement. This Agreement may be signed in counterparts, including
fax signatures. Changes in the terms and conditions of this Agreement may be
enacted only with mutual written consent.
I.
Acceptance or Rejection by
the Company
The
Company shall have the exclusive right, in its sole discretion, to accept or
reject any business opportunity, credit facility, investment or advise
presented, discovered or procured by LIFE pursuant to this
agreement.
J.
Confidentiality
In the
course of rendering the services provided for in this Agreement, LIFE will learn
and may develop information which is considered by the Company to be
confidential. LIFE agrees not to use or disclose such confidential
information, except for the purpose of performing its duties hereunder, without the
express written consent of the Company. Any information that
the receiving party can demonstrate:
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(a)
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Is
or becomes generally available to the public through no breach of this
Agreement;
|
|
(b)
|
Was
previously known by the receiving party without any obligations to hold it
in confidence;
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(c)
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Is
received from a third party which the receiving party reasonably believes,
after due inquiry, is free to disclose such information without
restriction;
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(d)
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Is
independently developed by the receiving party without the use of
Confidential Information of the disclosing party;
or
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(e)
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Is
approved for release by written authorization of the disclosing party, but
only to the extent of and subject to such conditions as may be imposed in
such written authorization shall
not be considered “confidential information” under this
paragraph.
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K.
Attorneys
Fees.
In the
event that either party hereunder institutes any legal proceedings in connection
with its rights or obligations under this Agreement, the prevailing party in
such proceeding shall be entitled to recover from the other party, all costs
incurred in connection with such proceeding, including reasonable attorneys'
fees, together with interest thereon from the date of demand at the rate of
twelve percent (12%) per annum.
IN WITNESS WHEREOF, LIFE and
the Company have each caused this Agreement to be executed by their respective
duly authorized officers, on the date and year first above written.
| LIFE Power and Fuels LLC | |||
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By:
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/s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx | |||
| Chief Executive Officer | |||
| Freedom Resource Enterprises Inc. | |||
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/s/ Xxxxxx X. Xxxxxxx | |
| Xxxxxx X. Xxxxxxx | |||
| Chief Financial Officer | |||
