LETTERHEAD OF GREENTREE
LETTERHEAD OF GREENTREE
GREENTREE FINANCIAL GROUP,
INC.
“Catch
the Vision……..”
ã
December
1, 2007
PERSONAL AND
CONFIDENTIAL
MURALS BY
▇▇▇▇▇▇▇, INC.
295
N.W. 89th Avenue
Coral
Springs, FL 33071
Attn:
▇▇▇▇▇▇▇ ▇▇▇▇, President
Dear
▇▇. ▇▇▇▇:
This
letter agreement ("Agreement") confirms the terms and conditions of the
engagement of Greentree Financial Group, Inc. ("Greentree") by Murals By
▇▇▇▇▇▇▇, Inc. (the "Company") to render certain professional services to the
Company in connection with the Company's proposed registration
statements.
1. Services. ▇▇▇▇▇▇▇▇▇
agrees to perform the following services:
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(a)
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Assist
with the preparation of Form S-1, including answering comments from the
Securities and Exchange Commission, if
any;
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(b)
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Assist
with EDGARizing the aforementioned document as required by the Securities
and Exchange Commission, including any applicable
amendments;
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(c)
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Advise
and assist the Company as to the capital structure of a publicly traded
company;
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(d)
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Assist
with the preparation of Form 15c-211, which will be filed by sponsoring
market maker, and answer FINRA
comments;
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(e)
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Perform
such other services as the Company and ▇▇▇▇▇▇▇▇▇ shall mutually agree to
in writing.
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2. Fees. The
Company agrees to pay Greentree for its services a professional service fee of
$50,000 in cash, plus 500,000 shares of the Company, which will be registered in
the aforementioned Form S-1, ("Service Fee") during the Term, payable as
follows. (Note: Auditing and quarterly auditor review fees are not included in
this agreement and should be paid directly by the Company to their independent
auditors.)
The
Company agrees to pay the Greentree Service Fee as per the following payment
terms. Such terms relate only to the timing of payment, and not to
the existence of the Company’s obligation to pay, which is set forth
above:
(1) A non-refundable payment of $10,000 shall be made upon signing
thisAgreement;
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(2)
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A
non-refundable payment of $40,000 shall be made on or before September 30,
2008;
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(3)
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The
500,000 shares of the Company, shall be issued to Greentree Financial
Group, Inc. before initially filing Form S-1 with Securities and Exchange
Commission.
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In
addition to any fees that may be payable to ▇▇▇▇▇▇▇▇▇ under this letter, the
Company agrees to reimburse Greentree, upon request made from time to time, for
its reasonable out-of-pocket expenses incurred in connection with ▇▇▇▇▇▇▇▇▇’s
activities under this letter, including the reasonable fees and disbursements of
its legal counsel.
3. Term. The
term of this Agreement shall commence on May 5, 2008, and end on the effective
date of Form S-1 (the "Term"). This Agreement may be renewed upon
mutual written agreement of the parties hereto. This agreement may be
terminated by the Company prior to its expiration or services being rendered
with 45 days prior written notice to Greentree. Any obligation pursuant to this
Paragraph 3, and pursuant to Paragraphs 2 (fees), 4 (indemnification), 5
(matters relating to engagement), 6 (governing law) and 9 (miscellaneous)
hereof, shall survive the termination or expiration of this
Agreement.
4. Indemnification. In
addition to the payment of fees and reimbursement of fees and expenses provided
for above, the Company agrees to indemnify Greentree and its affiliates with
regard to the matters contemplated herein, as set forth in Exhibit A, attached
hereto, which is incorporated by reference as if fully set forth
herein.
5. Matters Relating to
Engagement. The Company acknowledges that ▇▇▇▇▇▇▇▇▇ has
been retained solely to provide the services set forth in this
Agreement. In rendering such services, ▇▇▇▇▇▇▇▇▇ shall act as an
independent contractor, and any duties of Greentree arising out of its
engagement hereunder shall be owed solely to the Company. The Company further
acknowledges that Greentree may perform certain of the services described herein
through one or more of its affiliates.
The
Company acknowledges that ▇▇▇▇▇▇▇▇▇ is a consulting firm that is engaged in
providing consulting services. The Company acknowledges and agrees that in
connection with the performance of ▇▇▇▇▇▇▇▇▇'s services hereunder (or any other
services) that neither ▇▇▇▇▇▇▇▇▇ nor any of its employees will be providing the
Company with legal, tax or accounting advice or guidance (and no advice or
guidance provided by ▇▇▇▇▇▇▇▇▇ or its employees to the Company should be
construed as such) and that neither ▇▇▇▇▇▇▇▇▇ nor its employees hold itself or
themselves out to be advisors as to legal, tax, accounting or regulatory matters
in any jurisdiction. ▇▇▇▇▇▇▇▇▇ may retain attorneys and accountants that are for
▇▇▇▇▇▇▇▇▇’s benefit, and ▇▇▇▇▇▇▇▇▇ may recommend a particular law firm or
accounting firm to be engaged by the Company and may pay the legal expenses or
non-audit accounting expenses associated with that referral on behalf of the
Company, after full disclosure to the Company and the Company’s consent that
▇▇▇▇▇▇▇▇▇ make such payment on its behalf. However, ▇▇▇▇▇▇▇▇▇ makes no
recommendation as to the outcome of such referrals. The Company shall consult
with its own legal, tax, accounting and other advisors concerning all matters
and advice rendered by ▇▇▇▇▇▇▇▇▇ to the Company, and the Company shall be
responsible for making its own independent investigation and appraisal of the
risks, benefits and suitability of the advice and guidance given by ▇▇▇▇▇▇▇▇▇ to
the Company. Neither Greentree nor its employees shall have any
responsibility or liability whatsoever to the Company or its affiliates with
respect thereto.
The
Company recognizes and confirms that in performing its duties pursuant to this
Agreement, ▇▇▇▇▇▇▇▇▇ will be using and relying on data, material, and other
information furnished by the Company, a third party provider, or their
respective employees and representatives (“the Information”). The
Company will cooperate with ▇▇▇▇▇▇▇▇▇ and will furnish Greentree with all
Information concerning the Company and any financial information or
organizational or transactional information which Greentree deems appropriate,
and Company will provide ▇▇▇▇▇▇▇▇▇ with access to the Company's officers,
directors, employees, independent accountants and legal counsel for the purpose
of performing ▇▇▇▇▇▇▇▇▇'s obligations pursuant to this
Agreement. The Company hereby agrees and represents that all
Information furnished to ▇▇▇▇▇▇▇▇▇ pursuant to this Agreement shall be accurate
and complete in all material respects at the time provided, and that, if the
Information becomes materially inaccurate, incomplete or misleading during the
term of ▇▇▇▇▇▇▇▇▇'s engagement hereunder, the Company shall promptly advise
▇▇▇▇▇▇▇▇▇ in writing. Accordingly, ▇▇▇▇▇▇▇▇▇ assumes no
responsibility for the accuracy and completeness of the Information. In
rendering its services, Greentree will be using and relying upon the Information
without independent verification or evaluation thereof.
6. Governing Law and Consent to
Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without regard to
conflict of laws provisions. All disputes arising out of or in connection with
this agreement, or in respect of any legal relationship associated with or
derived from this agreement, shall only be heard in any competent court residing
in Broward County Florida. Company agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any manner provided by law. The
Company further waives any objection to venue in any such action or proceeding
on the basis of inconvenient forum. The Company agrees that any action on or
proceeding brought against the Greentree shall only be brought in such
courts.
7. No
Brokers. The Company represents and warrants to Greentree that
there are no brokers, representatives or other persons which have an interest in
compensation due to Greentree from any services contemplated
herein.
8. Authorization. The
Company and Greentree represent and warrant that each has all requisite power
and authority, and all necessary authorizations, to enter into and carry out the
terms and provisions of this Agreement and the execution, delivery and
performance of this Agreement does not breach or conflict with any agreement,
document or instrument (including contracts, ▇▇▇▇▇, agreements, records and wire
receipts, etc.) to which it is a party or bound.
9. Miscellaneous. This
Agreement constitutes the entire understanding and agreement between the Company
and Greentree with respect to the subject matter hereof and supersedes all prior
understandings or agreements between the parties with respect thereto, whether
oral or written, express or implied. Any amendments or modifications
must be executed in writing by both parties. This Agreement and all
rights, liabilities and obligations hereunder shall be binding upon and inure to
the benefit of each party’s successors but may not be assigned without the prior
written approval of the other party. If any provision of this
Agreement shall be held or made invalid by a statute, rule, regulation, decision
of a tribunal or otherwise, the remainder of this Agreement shall not be
affected thereby and, to this extent, the provisions of this Agreement shall be
deemed to be severable. This Agreement may be executed in any number
of counterparts, each of which, shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument. The
descriptive headings of the Paragraphs of this Agreement are inserted for
convenience only, do not constitute a part of this Agreement and shall not
affect in any way the meaning or interpretation of this Agreement.
Please
confirm that the foregoing correctly sets forth our agreement by signing below
in the space provided and returning this Agreement to Greentree for execution,
which shall constitute a binding agreement as of the date first above
written.
Thank
you. We look forward to a mutually rewarding
relationship.
GREENTREE
FINANCIAL GROUP, INC.
/s/ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇
Name:
▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice-President
AGREED
TO AND ACCEPTED
AS
OF May 5, 2008
MURALS BY
▇▇▇▇▇▇▇, INC.
/s/ ▇▇▇▇▇▇▇
▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇
Title: President
EXHIBIT
A: INDEMNIFICATION
The
Company agrees to indemnify Greentree, its employees, directors, officers,
agents, affiliates, and each person, if any, who controls it within the meaning
of either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the
Securities Act of 1933 (each such person, including Greentree is referred to as
"Indemnified Party") from and against any losses, claims, damages and
liabilities, joint or several (including all legal or other expenses reasonably
incurred by an Indemnified Party in connection with the preparation for or
defense of any threatened or pending claim, action or proceeding, whether or not
resulting in any liability) ("Damages"), to which such Indemnified Party, in
connection with providing its services or arising out of its engagement
hereunder, may become subject under any applicable Federal or state law or
otherwise, including but not limited to liability or loss (i) caused by or
arising out of an untrue statement or an alleged untrue statement of a material
fact or omission or alleged omission to state a material fact necessary in order
to make a statement not misleading in light of the circumstances under which it
was made, (ii) caused by or arising out of any act or failure to act, or (iii)
arising out of ▇▇▇▇▇▇▇▇▇'s engagement or the rendering by any Indemnified Party
of its services under this Agreement; provided, however, that the Company will
not be liable to the Indemnified Party hereunder to the extent that any Damages
are found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Indemnified Party seeking indemnification hereunder.
These
indemnification provisions shall be in addition to any liability which the
Company may otherwise have to any Indemnified Party.
If
for any reason, other than a final non-appealable judgment finding an
Indemnified Party liable for Damages for its gross negligence or willful
misconduct the foregoing indemnity is unavailable to an Indemnified Party or
insufficient to hold an Indemnified Party harmless, then the Company shall
contribute to the amount paid or payable by an Indemnified Party as a result of
such Damages in such proportion as is appropriate to reflect not only the
relative benefits received by the Company and its shareholders on the one hand
and the Indemnified Party on the other, but also the relative fault of the
Company and the Indemnified Party as well as any relevant equitable
considerations.
Promptly
after receipt by the Indemnified Party of notice of any claim or of the
commencement of any action in respect of which indemnity may be sought, the
Indemnified Party will notify the Company in writing of the receipt or
commencement thereof and the Company shall have the right to assume the defense
of such claim or action (including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of fees and expenses of
such counsel), provided that the Indemnified Party shall have the right to
control its defense if, in the opinion of its counsel, the Indemnified Party's
defense is unique or separate to it as the case may be, as opposed to a defense
pertaining to the Company. In any event, the Indemnified Party shall
have the right to retain counsel reasonably satisfactory to the Company, at the
Company's sole expense, to represent it in any claim or action in respect of
which indemnity may be sought and agrees to cooperate with the Company and the
Company's counsel in the defense of such claim or action. In the
event that the Company does not promptly assume the defense of a claim or
action, the Indemnified Party shall have the right to employ counsel to defend
such claim or action. Any obligation pursuant to this Annex shall survive the
termination or expiration of the Agreement.