CONSULTING AGREEMENT
Exhibit
10.0
This
Consulting Agreement (the "Agreement"), effective as of this 24th day of
November, 2008 (the "Effective Date") is entered into by and between, Regal
Capital Partners, LLC (the "Consultant") and Megola, Inc., (the
"Company").
B
A C K G R O U N D:
WHEREAS,
Company desires to engage the services of Consultant to consult, assist and
advise the Company in identifying investor relations and/or public relations
and/or market relations organizations to be utilized by the Company and
assisting the Company with such investor relations and/or public relations
and/or market relations organizations which are engaged by the
Company;
NOW
THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1.
Term
of Consultancy:
Company
hereby agrees to retain the Consultant to act in a consulting capacity to
the
Company, and the Consultant hereby agrees to provide services to the Company
commencing on the Effective Date and ending 12 Months from the Effective
Date
unless terminated pursuant to Section 8 of this Agreement.
2.
Services:
During
the term of this Agreement, Consultant's services may include, but will not
necessarily be limited to providing the following services on behalf of and
for
the benefit of the Company:
| A. |
Analyze
Company's needs with respect to public relations and/or investor
relations
and/or
market relations.
|
| B. |
Oversee
and facilitate, for the benefit of the Company, any and all Investor
relations and/or
public relations and/or market relations organizations which are
engaged
by the Company;
|
| C. |
Consult
and assist the Company in developing and implementing appropriate
plans
and means
for presenting the Company and its business plans, strategy and
personnel
to the financial
community.
|
| D. |
Assist
and advise the company with respect to its relations with brokers,
dealers, analysts,
and other investment professionals.
|
| E. |
Otherwise
perform as the Company's consultant for public relations and/or
investor
relations
and/or market relations.
|
| F. |
Assist
and advise the company in introduction to various market makers,
investment banking
and small cap firms.
|
| G. |
Assist
and advise the company in the process of potentially moving from
the Pink
Sheets to the OTCBB.
|
3.
Allocation
of Time and Energies:
The
Consultant hereby promises to perform and discharge faithfully the
responsibilities, which may be assigned to the Consultant from time to time
by
the officers and duly authorized representatives of the Company under this
Agreement. Consultant and staff shall diligently and thoroughly provide the
consulting services required hereunder. Although no specific hours-per-day
requirement will be required, Consultant and the Company agree that Consultant
will perform the duties set forth herein above in a diligent and professional
manner.
4.
Remuneration:
As full
and complete compensation for services described in this Agreement, the Company
shall compensate Consultant as follows:
|
4.1
|
(A)
For undertaking this engagement and for other good and valuable
consideration, the Company agrees to cause to be delivered to
the
Consultant 1,500,000 restricted shares of the Company's Common
Stock (the
“Shares”, and sometimes referred to as the “Commencement Bonus”) with
Piggy Back registration rights. Shares are in lieu of a $400,000
payment
and are based at $0.2666 pps. The Company understands and agrees
that
Consultant has foregone significant opportunities to accept this
engagement. The Shares issued as a Commencement Bonus, therefore,
constitute payment for Consultant's agreement to consult to the
Company
and are a nonrefundable, non-apportion able, and non-ratable
retainer;
such shares of common stock are not a prepayment for future
services.
|
|
(B)
Upon the Effective Date, the Company shall issue to Consultant
an
aggregate 3,000,000 restricted common stock purchase warrants
(the
“Warrants”), exercisable within the 1 year period following vesting,
containing the following vesting dates, cash exercise prices
and
allocation amounts:
|
|
Vesting
Date
|
Exercise
Price
|
Warrants/
Common Shares
|
|
Effective
Date
|
$0.15
|
1,000,000
|
|
90
Days After
|
||
|
Effective
Date
|
$0.25
|
1,000,000
|
|
180
Days after
|
||
|
Effective
Date
|
$0.40
|
1,000,000
|
|
(C).
If the Company decides to terminate this
Agreement after entered into for any reason whatsoever, it is
agreed and
understood that Consultant will not be requested or demanded
by the
Company to return any of the Shares paid to it as Commencement
Bonus nor
any of the Warrants that have vested prior to any such termination.
Further, if and in the event the Company is acquired in whole
or in part,
during the term of this Agreement, it is agreed and understood
Consultant
will not be requested or demanded by the Company to return any
of the
Shares or vested Warrants paid to it hereunder. It is further
agreed that
if at any time during the term of this agreement, the Company
or
substantially all of the Company's assets are merged with or
acquired by
another entity, or some other change occurs in the legal entity
that
constitutes the Company, the Consultant shall retain and will
not be
requested by the Company to return any of the Shares or vested
Warrants.
|
|
| 4.2 |
The
Company hereby covenants with Consultant that when issued, the
Shares and
the Warrants shall be validly issued, fully paid and non-assessable,
and
fully authorized by the board of Directors of the
Company.
|
5.
No
Delegation of Services:
Consultant's services under this contract are unique offered to Company and
may
not be assigned by the Company except to an entity with which Company merges
or
which acquires the Company or substantially all of its assets, subject, however,
to the condition that the successor entity expressly assumes all of the Company
obligations under this Agreement prior or simultaneous to any such capital
transaction
6.
Indemnification:
The
Company warrants and represents that all oral communications, written documents
or materials furnished to Consultant by the Company with respect to financial
affairs, operations, profitability and strategic planning of the Company
are
accurate and Consultant may rely upon the accuracy thereof without independent
investigation. The Company will protect, indemnity and hold harmless Consultant
(including its officers, directors, employees and agents) against any claims
or
litigation including any damages, liability, cost and reasonable attorney's
fees
as incurred with respect thereto resulting from Consultants communication
or
dissemination of any said information, documents or materials. Company further
agrees to protect, indemnity and hold harmless Consultant (including its
officers, directors, employees and agents) against any claims or litigation
including any damages, liability, cost and reasonable attorney's fees as
incurred with respect thereto resulting from any and all breaches by Company
and/or Company's officers, directors, employees, agents, and any and all
market
relations, public relations and investor relations organizations introduced
to
Company by Consultant and subsequently engaged by Company, including
misrepresentations and/or omission of fact and from any and all violations
of
applicable laws and regulations.
7.
Representations:
Consultant represents that it is not required to maintain any licenses and
registrations under federal or any state regulations necessary to perform
the
services set forth herein. Consultant further acknowledges that it is not
a
securities Broker Dealer or a registered investment advisor and is not and
will
not perform any tasks, which require Consultant to be licensed as such. Company
acknowledges that, to the best of its knowledge, that it has not violated
any
rule or provision of any regulatory agency having jurisdiction over the Company.
Company acknowledges that, to the best of its knowledge, Company is not the
subject of any investigation, claim, decree or judgment involving any violation
of the SEC or securities laws. Both Company and Consultant acknowledge that
Company is under no obligation to follow and/or act in accordance with the
recommendations made by Consultant in connection with this Agreement. Company
represents that its decision to not act in accordance with Consultant's
recommendations in no way effects Company's obligations as set forth in Section
4 et. seq. herein above. Company acknowledges that it remains responsible
to
perform any and all additional due diligence it deems necessary and appropriate
respecting the investor relations, market relations and public relations
organizations introduced to it by Consultant. Company further represents
and
acknowledges that Consultant is not responsible and not liable for the actions
taken by those investor relations, market relations and public relations
organizations that are introduced to it by Consultant and subsequently engaged
by Company.
8.
Termination:
This
Agreement may be terminated by Consultant during the Term hereof by notice
to
the Company in the event that the Company shall have provided materially
inaccurate or misleading information, of any type or nature, to the Consultant,
or failed or been unable to comply in any material respect with any of the
terms, conditions or provisions of this Agreement on the part of the Company
to
be performed, complied with or fulfilled within the respective times, if
any,
herein provided for, unless compliance therewith or the performance or
satisfaction thereof shall have been expressly waived by Consultant in writing.
Any termination of this Agreement pursuant to this Section 8 shall be without
liability of any character (including, but not limited to, loss of anticipated
profits or consequential damages) on the part of the Company, except that
the
Company shall remain obligated to pay the fees, other compensation and costs
otherwise to be paid, as set forth in Sections 4 and 5 hereof.
9.
Legal
Representation:
The
Company acknowledges that independent legal counsel in the preparation of
this
Agreement has represented it. Consultant represents that it has consulted
with
independent legal counsel and/or tax, financial and business advisors, to
the
extent the Consultant deemed necessary.
10.
Status
as Independent Contractor:
Consultant's engagement pursuant to this Agreement shall be as independent
contractor, and not as an employee, officer or other agent of the Company.
Neither party to this Agreement shall represent or hold itself out to be
the
employer or employee of the other. Consultant further acknowledges the
consideration provided hereinabove is a gross amount of consideration and
that
the Company will not withhold from such consideration any amounts as to income
taxes, social security payments or any other payroll taxes. All such income
taxes and other such payment shall be made or provided for by Consultant
and the
Company shall have no responsibility or duties regarding such matters. Neither
the Company nor the Consultant possesses the authority to bind each other
in any
agreements without the express written consent of the entity to be
bound.
11.
Waiver:
The
waiver by either party of a breach of any provision of this Agreement by
the
other party shall not operate or be construed as a waiver of any subsequent
breach by such other party.
12.
Notices:
Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered, or sent by express mail or telegram,
or transmitted by fax or e-mail, addressed as set forth herein
below.
If
to
Consultant: Regal Capital Partners, LLC:
Regal
Capital Partners, LLC
000
Xxxxxxxxxxxx Xxxx, Xxx. 000
Xxxxxxx
Xxxxx, XX XXX 07920
If
to the
Company: Megola, Inc.:
000
Xxxx
Xx., Xxxxx 000
Xxxxx
Xxxxxx, XX Xxxxxx X0X 0X0
Fax:
000.000.0000
Email:
xxxxxx@xxxxxx.xxx
13.
Confidentially:
This
entire Agreement, including the terms of this Agreement, shall remain
confidential in its entirety and will not be disclosed to anyone without
first
receiving written consent to do so. This is a material part of this
Agreement.
14.
Complete
Agreement:
This
Agreement contains the entire agreement of the parties relating to the subject
matter hereof. This Agreement and its terms may not be changed orally but
only
by an agreement in writing signed by the party against whom enforcement of
any
waiver, change, modification, extension or discharge is sought. In the event
that any particular provision or provisions of this Agreement shall for any
reason hereafter be determined to be unenforceable, or in violation of any
law,
governmental order or regulation, such unenforceability or violation shall
not
affect the remaining provisions of this Agreement, which shall continue in
full
force and be binding upon the respective parties hereto. The language of
this
Agreement shall be construed as a whole, according to its fair meaning and
intent, and not strictly for or against either party hereto, regardless of
who
drafted or was principally responsible for drafting the Agreement or the
terms
or conditions hereof
AGREED
TO:
|
Regal
Capital Partners, LLC
|
Megola,
Inc.
|
|
Date:
November 24, 2008
|
Date:
November 24, 2008
|
|
By:
|
By:
|
|
Xxxxxxx
X.
Xxxxxx
|
Xxxx
Xxxxxxx,
President
|
|
Managing
Member
|
