Common use of Consulting Agreements Clause in Contracts

Consulting Agreements. Before the Closing, each of the ---------------------- Sellers and Paul Ferandell, John Jordan, Xxxxx Xxxxxxxl, Xxxxx Xxxxalxxxx, xxx Xxx Mxxxxxxxxxx (xxxh of such xxxxx xxxxxns, which may include the Sellers if the context requires, being sometimes collectively referred to herein as the "Consultants") will enter into a consulting agreement with the Company (the "Consulting Agreement") in the form described in Attachment E hereto, which will ------------ provide for payment in shares of the Company Common Stock beginning 91 days following the Closing for services to be rendered to the Company by each of the Consultants. Each Consulting Agreement will be for general business consulting and cannot be canceled other than pursuant to the applicable terms thereof. One-third of the shares of the Company Common Stock to be issued under each Consulting Agreement will be registered securities pursuant to a registration statement on Form S-8 under the Securities Act filed by the Company with the Securities and Exchange Commission (the "S-8 Shares"). One-third of such shares of the Company Common Stock to be issued pursuant to a Consulting Agreement will be restricted in their resale under Rule 144 promulgated under the Securities Act ("Rule 144"), but possessing piggyback registration rights. The remaining one-third will be restricted in their resale under Rule 144 and will have no registration rights. Moreover, at no time will the number of shares of the Company Common Stock to be issued to a Consultant under a Consulting Agreement be in such an amount that following the issuance of such shares such Consultant will own more than 9.9 percent of the issued and outstanding shares of the Company Common Stock. On the 91st day from the Closing, the Company will issue 4,000,000 S-8 Shares to each of Janet Risher and Richard Schxxxx xxx 000,333 X-0 Xxxxxx xx xach of Paul Ferandell, John Jordan, Xxxxx Xxxxxxxl, Xxxxx Xxxxalxxxx, xxx Xxx Maxxxxxxxxx. Xx the Compaxx xxxxxxxes its outstanding shares of the Company Common Stock it will issue the additional shares to the Consultants on a pro-rata basis to the 204,000,000 referenced in Paragraph 3(e) hereof within 15 days.

Consulting Agreements. Before In connection with the Closingtransactions contemplated by this Agreement, each the Buyer shall use its commercially reasonable efforts to retain the services of two key employees of the ---------------------- Sellers Seller from and Paul Ferandell, John Jordan, Xxxxx Xxxxxxxl, Xxxxx Xxxxalxxxx, xxx Xxx Mxxxxxxxxxx after the Closing through consulting agreements between such individuals and the Buyer or a subsidiary or division thereof. More specifically: a) the Buyer and Xxxx Xxxxxxxxxx (xxxh of such xxxxx xxxxxns, which may include the Sellers if the context requires, being sometimes collectively referred to herein as the "Consultants"“Vlad”) will shall enter into a standard-form, two-year consulting agreement with the Company (the "a “Consulting Agreement"”) in the form described in Attachment E heretoattached hereto as Exhibit 1.3, pursuant to which, subject to standard termination provisions, Xxxx shall perform and provide, timely and competently, the services referenced therein (the “Consulting Services”) and the Buyer shall (y) issue to Xxxx one hundred fifty-four thousand two hundred two (154,202) shares of Preferred Stock2, which will ------------ provide for payment in number of shares was calculated by dividing Four Hundred Thousand Dollars (US$400,000.00) by the VWAP and which calculation assumes the initial one-to-one conversion ratio of shares of the Company Preferred Stock into shares of Common Stock beginning 91 days following and (z) tender to Xxxx the Closing for services to be rendered to sum of Ten Thousand Dollars (US$10,000.00) per month on the Company by first day of each of month after the Consultants. Each Closing3; b) the Buyer and Xxxxxx Xxxxxxxxx (“Kirill”) shall enter into a standard-form, two-year Consulting Agreement will be for general business consulting and cannot be canceled other than in the form attached hereto as Exhibit 1.3, pursuant to which, subject to standard termination provisions, Kirill shall perform and provide, timely and competently, the applicable terms thereof. OneConsulting Services referenced therein and the Buyer shall tender to Kirill the sum of Nine Thousand Dollars (US$9,000.00) per month on the first day of each month after the Closing3; c) for the post-third Closing Date period of two years during the pendency of each Consulting 2 All of such shares are subject to a mandatory eight-calendar-quarter leak-out, such that no more than twelve-and- one-half percent (12.5%) of the shares of the Company Preferred Stock may be converted into shares of Common Stock on a trailing quarterly basis (each quarter based upon the Effective Date) over the course of two years, subject to standard vesting provisions; provided, however, that Xxxx may not assign, transfer, hypothecate, lien, or otherwise obtain any economic value for any shares of his Preferred Stock that have not been converted into shares of Common Stock in accordance with the provisions of this Section 3.4(a). 3 Notwithstanding anything to the contrary or otherwise in this Agreement or in the Consulting Agreement between the Buyer and Xxxx, Xxxx understands, acknowledges, and agrees that his failure or refusal to perform and provide the Consulting Services, timely and competently, during the term of his Consulting Agreement shall constitute a material breach of this Agreement and his Consulting Agreement. Any of the following shall be deemed to constitute such a breach: (A) Xxxx’s failure or refusal to perform, in any material respect his duties under his Consulting Agreement, where such action would be in the ordinary course of Xxxx’s duties (for the avoidance of doubt, Xxxx’s refusal to take any action or refrain from taking any action that would violate any law, rule, regulation, governmental pronouncement, court order, decree, or judgment or breach a fiduciary duty will not constitute Cause); (B) gross negligence, recklessness, willful misconduct, or intentional misrepresentation by Xxxx in the performance of his duties under his Consulting Agreement; (C) the commission by Xxxx of any act of fraud, embezzlement, theft, or other financial dishonesty, or of any felony, or of any crime involving moral turpitude; or (D) Xxxx’s violation of state or federal law relating to sexual harassment or other prohibited harassment or discrimination or any policy of the Buyer of which Xxxx had been provided notice. Agreement, each of Xxxx and Kirill, severally and not jointly, expressly agrees, acknowledges, and understands that their individual failure or refusal to perform and provide, timely and competently, in any material respect, their respective Consulting Services at any time during the term of their respective Consulting Agreement shall constitute a material breach of this Agreement and of their respective Consulting Agreement and (i) in respect of Xxxx only, shall provide the Buyer with the right, but not the obligation, to cause all of the shares of his Preferred Stock (and all of the shares of Common Stock into which his shares of Preferred Stock could have been converted, as well as all of the shares of Common Stock then owned of record or beneficially by Xxxx), then and there, to be issued under each Consulting Agreement will be registered securities pursuant deemed to a registration statement on Form S-8 under have been returned to the Securities Act filed by the Company with the Securities treasury for cancellation and Exchange Commission (the "S-8 Shares"). One-third of such shares of the Company Common Stock no longer to be issued pursuant to a Consulting Agreement will be restricted in their resale under Rule 144 promulgated under the Securities Act ("Rule 144"), but possessing piggyback registration rights. The remaining one-third will be restricted in their resale under Rule 144 and will have no registration rights. Moreover, at no time will the number of shares of the Company Common Stock to be issued to a Consultant under a Consulting Agreement be in such an amount that following the issuance of such shares such Consultant will own more than 9.9 percent of the issued and outstanding shares of the Company Common Stock. On the 91st day from the Closing, the Company will issue 4,000,000 S-8 Shares to each of Janet Risher and Richard Schxxxx xxx 000,333 X-0 Xxxxxx xx xach of Paul Ferandell, John Jordan, Xxxxx Xxxxxxxl, Xxxxx Xxxxalxxxx, xxx Xxx Maxxxxxxxxx. Xx the Compaxx xxxxxxxes its outstanding shares capital stock of the Company Common Stock it will issue Buyer and (ii) in respect of Xxxx or Kirill, as relevant, shall provide the additional shares Buyer with the right, but not the obligation, to cease the Consultants on a pro-rata basis tender of the monthly payments that otherwise might have been due to the 204,000,000 referenced in Paragraph 3(e) hereof within 15 daysXxxx, or Kirill, as relevant, under his specific Consulting Agreement.

Consulting Agreements. Before the Closing, each of the Sellers ---------------------- Sellers and Paul Ferandell, John Jordan, Xxxxx XxxxxxxlXxxxxxll, Xxxxx XxxxalxxxxXxxxxlobxx, xxx Xxx Mxxxxxxxxxx Xxxcaxxxxxx (xxxh of xxxx xf such xxxxx xxxxxnsotxxx xxxxxxx, which may include the Sellers if the context requires, being sometimes collectively referred to herein as the "Consultants") will enter into a consulting agreement with the Company (the "Consulting Agreement") in the form described in Attachment E hereto, which will ------------ provide for payment in shares of the Company Common Stock beginning 91 days following the Closing date of this Stock Purchase Agreement, as amended, for services to be rendered to the Company by each of the Consultants. Each Consulting Agreement will be for general business consulting and cannot be canceled other than pursuant to the applicable terms thereof. One-third of the shares of the Company Common Stock to be issued under each Consulting Agreement will be registered securities pursuant to a registration statement on Form S-8 under the Securities Act to be filed by the Company with the Securities and Exchange Commission (the "S-8 Shares"). One-third of such shares of the Company Common Stock to be issued pursuant to a Consulting Agreement will be restricted in their resale under Rule 144 promulgated under the Securities Act ("Rule 144"), but possessing piggyback registration rights. The remaining one-third will be restricted in their resale under Rule 144 and will have no registration rights. Moreover, at no time will the number of shares of the Company Common Stock to be issued to a Consultant under a Consulting Agreement be in such an amount that following the issuance of such shares such Consultant will own more than 9.9 percent of the issued and outstanding shares of the Company Common Stock. On Upon the 91st day from later of July 1, 2004, or the Closingvote of the shareholders of the Company to approve the change in the capital structure of the Company as provided in Paragraph 3(e) hereof, the Company will issue 4,000,000 S-8 Shares to each of Janet Risher and Richard Schxxxx Schmidx xxx 000,333 X-0 000,003 S-8 Xxxxxx xx xach xxxx of Paul Ferandell, John Jordan, Xxxxx XxxxxxxlXxxxxxll, Xxxxx XxxxalxxxxXxxlalxxxx, xxx Xxx Maxxxxxxxxx. Xx the Compaxx xxxxxxxes Xxxxxafter, as thx Xxxxxxx xncreases its outstanding shares of the Company Common Stock it Stock, the Company, within 15 days, will issue the additional shares of the Company Common Stock to the Consultants on a pro-rata basis to the 204,000,000 referenced in Paragraph 3(e) hereof within 15 dayshereof.

Consulting Agreements. Before the Closing, each of the Sellers ---------------------- Sellers and Paul Ferandell, John Jordan, Xxxxx XxxxxxxlBruce Caldwell, Xxxxx XxxxalxxxxJimmy Villalobos, and Xxx Xxxxxxxxxxs (xxxx xx xuch xxxxx xxxxxxx, wxxxx xxx Xxx Mxxxxxxxxxx (xxxh of such xxxxx xxxxxns, which may include xxxxxxx the Sellers if the context Sellexx xx xxx xontext requires, being sometimes collectively referred to herein as the "Consultants") will enter into a consulting agreement with the Company (the "Consulting Agreement") in the form described in Attachment E hereto, which will ------------ provide for payment in shares of the Company Common Stock beginning 91 days following the Closing date of this Stock Purchase Agreement, as amended, for services to be rendered to the Company by each of the Consultants. Each Consulting Agreement will be for general business consulting and cannot be canceled other than pursuant to the applicable terms thereof. One-third of the shares of the Company Common Stock to be issued under each Consulting Agreement will be registered securities pursuant to a registration statement on Form S-8 under the Securities Act to be filed by the Company with the Securities and Exchange Commission (the "S-8 Shares"). One-third of such shares of the Company Common Stock to be issued pursuant to a Consulting Agreement will be restricted in their resale under Rule 144 promulgated under the Securities Act ("Rule 144"), but possessing piggyback registration rights. The remaining one-third will be restricted in their resale under Rule 144 and will have no registration rights. Moreover, at no time will the number of shares of the Company Common Stock to be issued to a Consultant under a Consulting Agreement be in such an amount that following the issuance of such shares such Consultant will own more than 9.9 percent of the issued and outstanding shares of the Company Common Stock. On Upon the 91st day from later of July 1, 2004, or the Closingvote of the shareholders of the Company to approve the change in the capital structure of the Company as provided in Paragraph 3(e) hereof, the Company will issue 4,000,000 S-8 Shares to each of Janet Risher and Richard Schxxxx xxx 000,333 X-0 Xxxxxx xx xach Schmidt and 333,333 S-8 Shares to each of Paul FerandellXxxxxxxxx, John JordanJohx Xxxxxx, Xxxxx XxxxxxxlXxxce Caldwell, Xxxxx XxxxalxxxxJimmy Villalobos, xxx Xxx MaxxxxxxxxxXxxxxxenhxx. Xx Xxxxxxxter, xx xxx Xxxxxxy ixxxxxxxx xxx xxxxtanding sharxx xx xxx Xompany Common Stock, the Compaxx xxxxxxxes its outstanding Company, within 15 days, will issue additional shares of the Company Common Stock it will issue the additional shares to the Consultants on a pro-rata basis to the 204,000,000 referenced in Paragraph 3(e) hereof within 15 dayshereof.