HFS Bedrock Energy Consulting Agreement
Confidential
Bedrock Energy Inc. January 24, 2009
8950 Scenic Pine Drive
Parker, CO 80134
Attn: Mr. Edward Nichols - President/CEO
Mr. Nichols:
The purpose of this document is to confirm the engagement of HANOVER
FINANCIAL SERVICES, (HFS) located at 6388 Clearview Road, Suite 100, Boulder,
Colorado 80303 by Bedrock energy, Inc. (the "Company"), having its principal
office at 8950 Scenic Pine Drive, Parker, CO 80134
Therefore, in consideration of the mutual promises and agreements contained
herein, and on the terms and conditions hereinafter set forth, the parties agree
as follows:
Advisory and Consulting AGREEMENT
1.01 Engagement of Consultant: The Company hereby confirms the engagement of HFS
as a non-exclusive Consultant to the Company and HFS hereby agrees to render
services to the Company as set forth below.
Services: HFS hereby agrees to provide services to the Company, as a
non-exclusive consultant, for a period of Six (6) months from the date of the
execution of this Agreement ("Agreement") to provide business development
consulting services to the Company in the following areas: mineral interest
acquisitions for exploration and development, and in the implementation of debt
and equity funding programs. The Agreement shall automatically terminate at the
end of the six month period unless extended at the request of Company in
writing.
HFS will also assist the Company with its external growth strategies involving
potential merger and acquisition transactions, providing assistance to the
Company in all phases of a proposed Transaction including the identification,
review and introduction to the Company of various strategic opportunities, with
the intended result to accomplish energy related acquisitions, capital
investment, or other such Transaction involving all or part of the business
interests ("Transaction") of the Company.
A list of consulting services available to the Company, which would be covered
by this agreement, are as follows. However, HFS will focus its efforts on the
Objective Criteria set forth in subsections 1, 2, and 3, below: (a.) HFS will
provide consulting services to the Company related to its "going public"
strategy and in all aspects of becoming a publicly traded Company.
(b.) HFS will analyze the Company, its anticipated capital requirements, the
potential market for its public securities, and other issues that might
impact the Company's business plan.
(c.) HFS will also provide assistance in locating suitable potential mineral
interest acquisitions in the energy sector.
(d.) HFS will advise the Company on the terms and conditions involving
acquisitions in the energy sector taking into account the capital needs,
industry, management and market conditions of the Company to be acquired.
(e.) HFS will Identify and introduce to the Company, qualified investors or
strategic partners who may be interested in providing financing for the
Company's business plan.
(f.) HFS will assume the responsibility for the creation, collection, and
organization of all due diligence materials provided to potential
investors.
(g.) HFS will be actively involved in negotiating the final terms and conditions
of the Financing and any acquisitions of mineral interests
(h.) Perform such general business development consulting and advisory services
as may be requested by the Company.
The Consultant would not be responsible for providing specialist engineering or
technical advice or for providing legal or accounting advice (for example, on
legal or taxation matters) or services which the Company will agree to provide
or would usually provide. Consultant would be authorized by the Company to do
anything, which is reasonably necessary either to carry out services or to
comply with any applicable laws, rules, regulations, authorisations, consents,
or practice as may be reasonable and/or appropriate.
The advisory and consultation services, as defined in this Agreement, shall be
provided to the Company in such form, manner and place as the Company reasonably
requests.
Objective Criteria for defining HFSs performance: HFS shall:
1) Be required to pursue and use every reasonable effort to complete the
closing the public offering, utilizing its Contacts, within 90 days after
the 1st Post Effective Amendment of the Company has been filed and approved
by the SEC.
2) Be required to present documentation on qualified acquisition prospects to
the Company.
3) Be required to provide other consulting services as reasonably requested by
the Company, related to this engagement agreement
3.01 Compensation: The Company agrees to pay HFS a monthly consulting fee of
$5,000 which will be paid in the form of 100,000 shares per month of the
Company's restricted common stock. 300,000 shares will vest upon the engagement
date and be issued as full payment for the first three months of service. The
remaining shares will vest and will be issued to the Consultant in a timely
manner after the first of each subsequent month, beginning on the fourth month
and every month thereafter unless HFS has been terminated per Section 13.01 of
this agreement.
These shares will be duly authorized, validly issued, fully paid and
nonassessable, be free and clear of all liens, encumbrances and claims of every
kind. This Agreement shall serve as the Company's documentation for payment
processing and remittances.
4.01 Expense Reimbursement: The Company will reimburse Consultant, promptly upon
request, for all reasonable out-of-pocket costs and expenses incurred by
Consultant and its affiliates in connection with this Agreement. Consultant will
obtain the prior approval of the Company for any expenses for which it intends
to incur if the aggregate of the expenses exceeds $250.00.
5.01 Introduction of Contacts: It is understood and agreed by reason of this
Agreement, that the Company may learn from HFS the names of potential
acquisitions and the contact information for potential investors, borrowers,
lenders, agents, brokers, principals, clients, trusts, or other institutions.
This information may include, but may not be necessarily limited to, financial
and business information, comparative financial analysis, addresses, phone
numbers, contact person, and other information, and shall hereafter be referred
to as "Contacts."
It is understood and agreed that the Contacts of HFS, which will be identified
in writing Company as having originated with HFS, shall only be used by HFS and
Company for the purpose of this agreement and for no other purpose. Both parties
agree that there shall be no additional compensation owed to HFS, for the use of
HFS's Contacts introduced to the Company during the term of this Agreement.
6.01 Disclaimer of Responsibility for Acts of the Company: The obligations of
HFS described in this Agreement consist solely of the services to the Company
herein described. In no event shall HFS be required by this Agreement to act as
the agent of the Company or otherwise to represent or make decisions for
Company. All final decisions with respect to acts of the Company or its
affiliates, whether or not made pursuant to or in reliance on information
furnished by HFS hereunder, shall be those of the Company or such affiliates,
and HFS shall under no circumstances be liable for any expense incurred or loss
suffered by the Company as a consequence of such decisions unless such liability
is the result of willful misconduct or gross negligence of HFS.
7.01 Provision of Information: The Company shall provide HFS with business
information required by HFS to perform the services set forth herein. and shall
keep HFS informed of information that is needed by HFS and shall promptly inform
HFS of any changes, which may materially affect its business or HFS' efforts
under this Agreement.
8.01 Accuracy of Information: HFS may rely on all information provided by the
Company and HFS may disclose such information to third parties with the
Company's prior written notice. The Company shall be solely responsible for
obtaining confidentiality agreements from any persons, provided however, HFS, at
the request of the Company, shall obtain such agreements in the form prescribed
by the Company.
9.01 Confidentiality: Both Parties agree and understands that as a condition for
each to furnish to the other party information about prospective acquisitions,
investment partners, or general business information of Company or other
information that HFS considers "confidential" (Confidential Information") each
party agrees that it will treat confidentially of any Information of the other
party or their agents furnished hereunder. Both Parties will direct its
directors, officers, employees and representatives, not to disclose to any other
party Confidential Information or the fact that a discussion or negotiations are
taking place concerning a possible Transaction between the Company and any of
the Contacts, any information concerning the Contacts or any of the terms,
conditions or other facts with respect to any such possible Transactions unless
the Party has the prior written permission of the other Party or the Contacts,
as applicable, to do so.
10.01 Outside Activities of HFS: HFS shall not by this Agreement be prevented or
barred from rendering services of the same or similar nature, as herein
described, or service of any nature whatsoever for, or on behalf of, persons,
firms, or corporations other than the Company. Similarly, the Company shall not
be prevented or barred from seeking or requiring services of a same or similar
nature from persons other than HFS. However, HFS shall not participate in any
transaction or activity that is in direct conflict with the interests of the
Company without prior disclosure of such activity to the Company
11.01 Amendment: No amendment to this Agreement shall be valid unless such
amendment is in writing and is signed by authorized representatives of all the
parties to this Agreement.
12.01 Termination: This Agreement may be terminated by either party upon giving
thirty (30) days written notice to the other party.
13.01 Waiver: Any of the terms and conditions of this Agreement may be waived at
any time and from time to time in writing by the party entitled to the benefit
thereof, but a waiver in one instance shall not be deemed to constitute a waiver
in any other instance. A failure to enforce any provision of this Agreement
shall not operate as a waiver of this provision or of any other provision
hereof.
14.01 Severability: In the event that any provision of this Agreement shall be
held to be invalid, illegal, or unenforceable in any circumstances, the
remaining provisions shall nevertheless remain in full force and effect and
shall be construed as if the unenforceable portion or portions were deleted.
15.01 Assignment: This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and permitted assigns. Any
attempt by either party to assign any rights, duties, or obligations which may
arise under this Agreement without the prior written consent of the other party
shall be void.
16.01 No Breach by Company: Both Parties represents and warrants that this
Agreement and the consummation of a Transaction contemplated hereby will not
result in a mutual breach of any of the terms, provisions or conditions of any
agreement or condition to which either is a party or is subject.
17.01 Governing Law and Jurisdiction: The validity, interpretation and
construction of this Agreement and each part thereof will be governed by the
laws of the State of Colorado. The Agreement shall be deemed to have been
executed in Colorado and the courts of Colorado shall have exclusive
jurisdiction as to any disputes arising in connection with this Agreement.
18.01 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.
19.01 Authorization: The parties each agree, represent and warrant that the
undersigned signatories have the legal and binding authority to execute this
Agreement.
IN WITNESS WHEREOF, this Agreement has been executed effective as of the date
first above written.
Hanover Financial Services By: Mr. Ronald Blekicki _________________
President/CEO
Bedrock Energy, Inc. By: Mr. Edward Nichols __________________
President/CEO
www.hanoverfinancialservices.com
6388 Clearview Road, Suite 100, Boulder, CO. 80303
PH: 303.494.3617, FX: 303.494.3568