EXHIBIT 10.5
CONSULTING AGREEMENT
THIS AGREEMENT ("AGREEMENT") is dated October 1, 2008, but is effective
as of August 1, 2008 (the "EFFECTIVE DATE"), by and between GLOBAL RESOURCE
CORPORATION, a Nevada corporation (the "COMPANY"), and LP (Origination) Limited
(formerly called Chesilton Consultancy Limited) a company incorporated in
England (company registered number 6476703) and having its registered address at
Helmores, Chartered Accountants, Grosvenor Gardens House, 35-37 Grosvenor
Gardens, London SW1W OBY, United Kingdom and a mailing address at 52 Chesilton
Road, Fulham, London, UK SW6 5AB (the "CONSULTANT").
WITNESSETH:
WHEREAS, the Company desires to consider strategic alternatives
available to it and requires various management advisory services; and
WHEREAS, the Consultant has offered to provide various management
advisory and strategic planning services to the Company.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises,
conditions and covenants herein contained, the parties hereto do hereby agree as
follows:
1. CONSULTANT SERVICES. The Consultant hereby agrees to provide
to the Company during the term of this Agreement such
management adviusory, strategic planning and other similar
consulting services as the Company may request from time to
time (the "Consulting Services").
2. NO CONFLICTS. In order to induce the Company to enter into
this Agreement, the Consultant hereby represents and warrants
to and agrees with the Company that the execution and delivery
of this Agreement, and the consummation by the Consultant of
the transactions herein contemplated, and the compliance by
the Agent with the terms of this Agreement will not conflict
with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default under any material
note, indenture, mortgage, deed of trust, or other agreement
or instrument to which the Consultant is a party or by which
the Consultant or any property of the Consultant is bound, or
to the Consultant's knowledge, any existing law, order, rule,
regulation, writ, injunction or decree of any government,
governmental instrumentality, agency or body, arbitration
tribunal or court, domestic or foreign, having jurisdiction
over the Consultant or any property of the Consultant.
3. CONSULTING FEE. The Company shall pay to Consultant an
aggregate amount of ninety thousand dollars ($90,000) in cash
or cash equivalents and issue to the Consultant one hundred
thousand (100,000) shares of common stock of the Company
("Common Stock") for the Consulting Services (the "Consulting
Payments"), payable as follows:
a. The Company shall pay the Consultant fifty thousand
dollars ($50,000) in cash or cash equivalents on or
about September 30, 2008 and shall issue to the
Consultant one hundred thousand (100,000) shares of
Common Stock immediately upon the Consultant's
execution of a subscription agreement in the form
attached hereto as EXHIBIT A (the "SUBSCRIPTION
AGREEMENT") for this issuance of Common Stock to the
Consultant;
b. On November 1, 2008, the Company shall pay to the
Consultant forty thousand dollars ($40,000) in cash
or cash equivalents.
4. INDEMNIFICATION.
a. The Company agrees to indemnify and hold harmless the
Consultant against any and all losses, claims,
damages, obligations or liabilities, joint or
several, to which they or any of them may become
subject under any statute or at common law and for
any legal or other expenses (including the costs of
any investigation and preparation) incurred by them
in connection with any litigation, whether or not
resulting in any liability, but only insofar as such
losses, claims, damages, liabilities and litigation
arise out of or are based upon a breach of this
Agreement by the Company; PROVIDED, HOWEVER, that the
indemnity agreement contained in this Section 4(a)
shall not apply to any amount paid in settlement of
any such litigation, if such settlements are made
without the consent of the Company.
b. The Consultant agrees, in the same manner and to the
same extent as set forth in Section 4(a) above, to
indemnify and hold harmless the Company and the
Company's employees, accountants, attorneys and
agents (the "COMPANY'S INDEMNITEES") arising out of
this Agreement or as a result of Consultant providing
the Consulting Services to the Company. The liability
of the Consultant to:
i. all or any of the Company or the Company's
Indemnitees under the indemnity in this
Section 4(b) or otherwise; and
ii. to any other person (natural or corporate,
or any combination thereof) whatsoever for
all or any losses, claims, damages,
obligations or liabilities, joint or
several, to which or to the extent that the
Consultant may become subject under any
statute or at common law in relation to this
Consultancy Agreement or any advice or
assistance provided, or not provided, by the
Consultant under it;
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shall not under any circumstance exceed in aggregate
the sum of two hundred thousand dollars (US$200,000).
5. TERM. The term of this Agreement shall be for the period
commencing as of the Effective Date and ending February 1,
2009 (the "TERM"). The Term shall be renewed for an additional
year (the "RENEWAL TERM") by either party with thirty (30)
days written notice prior to the expiration of the Term to the
other party. The terms and conditions of the Consulting
Services during the Renewal Term shall be determined by the
mutual agreement of the parties.
6. TERMINATION.
a. Either party may terminate this Agreement upon thirty
(30) days' prior written notice.
b. Any termination of this Agreement pursuant to this
Section shall be without liability of any character
(including, but not limited to, loss of anticipated
profits or consequential damages) on the part of any
party thereto, except that the Company shall remain
obligated to pay any of the Consulting Payments
(subject to any breach of this Agreement as provided
in Section 4)that has become due and payable prior to
the date of termination of this Agreement; and the
Company and the Consultant shall be obligated to pay,
respectively, all losses, claims, damages or
liabilities, joint or several, under Section 4
hereof.
7. MISCELLANEOUS.
a. NOTICE. Whenever notice is required by the provisions
of this Agreement to be given to the Company, such
notice shall be in writing, addressed to the Company,
at:
If to Company: Global Resource Corp.
Bloomfield Business Park
408 Bloomfield Drive, Unit 3
West Berlin, NJ 08091
Attn: Eric Swain
Whenever notice is required by the provisions of this Agreement to be given to
the Agent, such notice shall be given in writing, addressed to the Agent, at:
If to the Consultant: LP (Origination) Limited
C/- Mr. P.A. Worthington
52 Chesilton Road
Fulham, London, SW6 5AB
United Kingdom
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b. GOVERNING LAW. The validity, interpretation, and
construction of this Agreement will be governed by
the laws of the State of New Jersey.
c. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which may be deemed
an original and all of which together will constitute
one and the same instrument.
d. CONFIDENTIAL INFORMATION. All confidential financial
or business information (except publicly available or
freely usable material otherwise obtained from
another source) respecting either party will be used
solely by the other party in connection with the
within transactions, be revealed only to employees or
contractors of such other party who are necessary to
the conduct of such transactions, and be otherwise
held in strict confidence.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed as of the day and year first above written and effective as of
the Effective Date.
COMPANY
GLOBAL RESOURCE CORPORATION
By: /s/ Jeffrey J. Andrews
-------------------------
Name: Jeffrey J. Andrews
Title: CFO
CONSULTANT
/s/ Peter A. Worthington
-------------------------
LP (ORIGINATION) LIMITED
By: Peter A. Worthington
Managing Director
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EXHIBIT A
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SUBSCRIPTION AGREEMENT
SECURITIES SUBSCRIPTION AGREEMENT
---------------------------------
THIS SECURITIES SUBSCRIPTION AGREEMENT, dated as of October 1, 2008
("Agreement"), is executed in reliance upon the exemption from registration
afforded by Rule 506 promulgated under Regulation D by the United States
Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as
amended. Capitalized terms used herein and not defined shall have the meanings
given to them in Rule 506 and Regulation D.
This Agreement has been executed and entered into by and between LP
(Origination) Limited (formerly called Chesilton Consultancy Limited) a company
incorporated in England (company registered number 6476703) and having its
registered address at Helmores, Chartered Accountants, Grosvenor Gardens House,
35-37 Grosvenor Gardens, London SW1W OBY, United Kingdom and a mailing address
at 52 Chesilton Road, Fulham, London, UK SW6 5AB ("Buyer"), to issue One Hundred
Thousand (100,000) shares of Common Stock of Company, Global Resource
Corporation, a corporation organized under the laws of Nevada, with its
principal office located at Bloomfield Business Park, 408 Bloomfield Drive. Unit
3, West Berlin, NJ 08091 ("Company") in exchange for the services provided to
the Company by Buyer in that certain Consulting Agreement dated September 30th,
2008, but effective as of August 1, 2008. Buyer hereby collectively and
individually represents and warrants to, and agrees with Company as follows:
THE COMMON STOCK OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF
THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND RULE
506 OF REGULATION D PROMULGATED THEREUNDER.
THE COMMON STOCK ISSUED UNDER THIS AGREEMENT WILL BEAR A
RESTRICTIVE LEGEND REFLECTING THAT THE COMMON STOCK THAT ARE
THE SUBJECT OF THIS AGREEMENT ARE "RESTRICTED SECURITIES"
WITHIN THE DEFINITION OF REGULATION D OF THE 1933 ACT.
1. AGREEMENT TO SUBSCRIBE.
(a) Subscription. The undersigned Buyer hereby subscribes for One
Hundred Thousand (100,000) shares of common stock of Company, $0.001 par value,
(the "Shares").
(b) Delivery of Share Certificates. Upon execution of this Agreement,
Company shall deliver to Buyer certificate(s) representing the Shares issued
under this Agreement.
2. BUYER REPRESENTATIONS AND COVENANTS; ACCESS TO INFORMATION
In connection with the issuance of the Shares, Buyer
collectively and individually represents and warrants to, and covenants and
agrees with Company:
(a) Buyer is an "accredited investors as defined in Rule 501 of
Regulation D promulgated under the 1933 Act, and is purchasing the Shares for
his own account and Buyer is qualified to subscribe for the Shares under the
laws of the State of Nevada, residing in the Republic of Ireland;
(b) All offers and sales of any of the Shares by Buyer shall be made in
compliance with any applicable securities laws of any applicable jurisdiction
and in accordance with Rule 506, as applicable, of Regulation D or pursuant to
registration of securities under the 1933 Act or pursuant to an exemption from
registration;
(c) Buyer understands that the Shares are not registered under the 1933
Act and is being offered and sold in reliance on specific exemptions from the
registration requirements of United States and state securities laws, and that
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of Buyer set forth
herein in order to determine the applicability of such exemptions and the
suitability of Buyer to acquire the Shares;
(d) Buyer shall comply with Rule 506 promulgated under Regulation D;
(e) Buyer has the full right, power and authority to enter into this
Agreement and to consummate the transaction contemplated herein. This Agreement
has been validly executed and delivered on behalf of Buyer and is a valid and
binding agreement in accordance with its terms, subject to general principles of
equity and to bankruptcy or other laws affecting the enforcement of creditors'
rights generally;
(f) All invitations, offers and sales of or in respect of, any of the
Shares, by Buyer and any distribution by Buyer of any documents relating to any
invitation, offer or sale by them of any of the Shares will be in compliance
with applicable laws and regulations and Company's amended and restated bylaws
and certificate of incorporation, will be made in such a manner that no
prospectus need be filed and no other filing need be made by Company with any
regulatory authority or stock exchange in any country or any political
sub-division of any country, and Buyer will make no misrepresentations nor
omissions of material fact in the invitation, offer or resale of the Shares;
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(g) Buyer (or others for whom they are contracting hereunder) has been
advised to consult his own legal and tax advisors with respect to applicable
resale restrictions and applicable tax considerations and they are solely
responsible (and Company is not in any way responsible) for compliance with
applicable resale restrictions and applicable tax legislation;
(h) Buyer understands that no United States or State or foreign
government agency has passed on or made any recommendation or endorsement of the
Shares.
(i) Buyer has had an opportunity to receive and review all material
information and financial data and to discuss with the officers of Company, all
matters relating to the securities, financial condition, operations and
prospects of Company and any questions raised by Buyer has been answered to
Buyer's satisfaction.
(j) Buyer acknowledges that the subscription of the Shares involves a
high degree of risk. Each Buyer has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and risks of
purchasing the Shares. Buyer understands that the Shares are not being
registered under the 1933 Act, or under any state securities laws, and therefore
Buyer must bear the economic risk of this investment for an indefinite period of
time;
(k) With respect to his own investment, Buyer is acquiring its interest
solely for its own account for investment purposes only and not with a view
toward resale or distribution, either in whole or in part;
(m) With respect to his own investment, Buyer acknowledges that he has
been informed that Company's business, which Company proposes to engage in, is
highly speculative in nature, and has reviewed the risk factors identified by
Company, and acknowledges that there may also be additional risks not identified
by Company. Buyer understands that the investment involves very substantial
risks, and Buyer recognizes and understands the risks relating to the
investment.
(n) With respect to his own investment, Buyer has substantial knowledge
and experience in financial and business matters in general and in particular
with respect to this type of investment, is capable of evaluating and bearing
the risk of loss and of evaluating and investing in securities of companies of
this type.
3. COMPANY REPRESENTATIONS AND COVENANTS.
(a) The issuance and delivery of the Shares has been duly authorized by
all required corporate action on the part of Company, and when issued, sold and
delivered in accordance with the terms hereof and thereof for the consideration
expressed herein and therein, will be duly and validly issued, fully paid and
non-assessable.
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(b) This Agreement has been duly authorized, validly executed and
delivered on behalf of Company and is a valid and binding agreement in
accordance with its terms, subject to general principles of equity and to
bankruptcy or other laws affecting the enforcement of creditors' rights
generally. Company has all requisite right, power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
All corporate action on the part of Company, its directors and shareholders
necessary for the authorization, execution, delivery and performance of this
Agreement and the Shares has been taken. Upon the transfer to Buyer, the Shares
will be validly issued and non-assessable, and will be free of any liens or
encumbrances.
4. EXEMPTION; RELIANCE ON REPRESENTATIONS. Buyer understands that the
offer and issuance of the Securities are not being registered under the 1933
Act. Company and Buyer are relying on the rules governing offers and sales made
pursuant to Rule 506 promulgated under Regulation D.
5. CONDITIONS TO COMPANY'S OBLIGATION TO ISSUE SHARES. Company's
obligation to issue the Shares is conditioned upon:
(a) The receipt and acceptance by Company of this Agreement as executed
by Buyer.
(b) All of the representations and warranties of Buyer contained in
this Agreement shall be true and correct on the date hereof. Buyer shall have
performed or complied with all agreements and satisfied all conditions on its
part to be performed, complied with or satisfied at or prior to the date hereof.
(c) No order asserting that the transactions contemplated by this
Agreement are subject to the registration requirements of the Act shall have
been issued, and no proceedings for that purpose shall have been commenced or
shall be pending or, to the knowledge of Company, be contemplated. No stop order
suspending the issuance of the Shares shall have been issued, and no proceedings
for that purpose shall have been commenced or shall be pending or, to the
knowledge of Company, be contemplated.
6. CONDITIONS TO BUYER'S OBLIGATION TO SUBSCRIBE. Buyer's obligation to
subscribe the Shares is conditioned upon the confirmation of receipt and
acceptance by Company of this Agreement as evidenced by execution of this
Agreement by a duly authorized officer of Company.
8. MISCELLANEOUS.
(a) Entire Agreement. This Agreement, constitutes the entire agreement
between the parties, and neither party shall be liable or bound to the other in
any manner by any warranties, representations or covenants except as
specifically set forth herein. Any previous agreement among the parties related
to the transactions described herein is superseded hereby. The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the restrictive successors and assigns of the parties hereto. Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than
the parties hereto, and their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided herein.
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(b) Survival. All representations and warranties contained in this
Agreement by Company and Buyer shall survive the closing of the transactions
contemplated hereunder.
(c) Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Nevada applicable to contracts made and wholly to be
performed within the State of Nevada and shall be binding upon the successors
and assigns of each party hereto. Buyer and Company hereby mutually waive trial
by jury and consent to exclusive jurisdiction and venue in the courts of the
State of Nevada. At Company's election, any dispute between the parties may be
arbitrated rather than litigated in the courts, before the arbitration board of
the American Arbitration Association in Camden County, New Jersey and pursuant
to its rules. Upon demand made by Company to Buyer, Buyer agrees to mandatorily
submit to and participate in such arbitration. This Agreement may be executed in
counterparts, and the facsimile transmission of an executed counterpart to this
Agreement shall be effective as an original.
(d) Currency. All dollar figures herein are expressed in United States
dollars.
(e) Buyer's Indemnification. Buyer agrees to indemnify and hold Company
harmless from any and all claims, damages and liabilities arising from Buyer's
breach of their representations and warranties set forth in this Agreement.
(f) Form D. Company is authorized to file a Form D with the Commission
and all filings required by the applicable securities regulatory agencies upon
the Closing of this transaction.
(g) Non-assignability. Buyer acknowledges that they may not, amongst
themselves or to others, assign any of its rights to or interest in or under
this Agreement without the prior written consent of Company, and any attempted
assignment without such consent shall be void and without effect.
(h) Notices. All notices, requests, consents and other communications
shall be in writing, shall be delivered by hand or sent by FedEx for next day
delivery. Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered, if
delivered personally, or, if sent by overnight express mail service, 1 day after
the same has been deposited with FedEx. All such notices must also be sent by
facsimile on the same day to the parties as follows:
If to Company: Global Resource Corporation
Bloomfield Business Park,
408 Bloomfield Drive. Unit 3,
West Berlin, NJ 08091
Attn: Chief Executive Officer
Phone: 865-767-5661
Fax: 865-767-5664
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If to Buyer: LP (Origination) Limited
C/- Peter Worthington
52 Chesilton Road
Fulham, London, UK SW6 5AB
(i) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument. Facsimile or other
electronically transmitted signatures shall be valid as original.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first set forth above.
GLOBAL RESOURCE CORPORATION BUYER
/s/ Jeffrey J. Andrews /s/ Peter A. Worthington
- --------------------------- ------------------------
By Jeffrey J. Andrews LP (Origination) limited
By: PETER WORTHINGTON
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