Exhibit 10.1
INVESTOR RELATIONS AGREEMENT
THIS AGREEMENT dated for reference the 1st Day of May, 2005.
BETWEEN:
Execute Sports, Inc., a company incorporated under the laws of the
State of Nevada, having an office address at 1284 Puerta Del Sol,
Suite 150 San Clemente, CA 92673
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
Sundar Communications Group Inc., a company incorporated under the
laws of the Province of British Columbia, having an office address
of Suite 900 - 555 Burrard Street, Vancouver, British Columbia,
Canada V7X 1M8;
(hereinafter referred to as "Sundar.")
OF THE SECOND PART
WHEREAS:
A. The Company is currently private, but intends to become publicly traded
through an initial SB-2 registration statement under the Securities
Exchange Act of 1934 where the common shares of the Company are to be
listed and posted for trading on the NASDAQ Over-the-Counter Bulletin
Board ("NASDAQ OTCBB" or "OTCBB") under the trading symbol ______; and
B. Sundar is engaged in the business if providing marketing, promotional and
investor relations services to listed companies and has agreed to provide
such services to the Company on the terms and conditions set forth herein.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and of the mutual covenants and agreements herein set forth, the parties
covenant and agree as follows:
1. Interpretation
This Agreement and all matters arising hereunder will be governed by, construed
and enforced in accordance with the laws of the Courts of the province of
British Columbia and all disputes arising under this Agreement will be referred
to the Courts of the province of British Columbia.
2. Engagement
The Company hereby engages Sundar to provide investor relations and marketing
services for the Company including, but not limited, to the following:
a) contacting persons registered to trade in securities pursuant to the
provisions of the Securities Act or of the securities legislation of
the jurisdiction where such persons reside and informing them of the
particulars of the development of the Company's projects and
business, and the potential of the Company's shares as an
investment;
b) utilizing a minimum of one full-time and three part-time Sundar
employees, officers or contractors;
c) acting in a liaison capacity between the directors and senior
officers of the Company, the persons referred to in Section 2(a) and
the shareholders of the Company;
d) circulating to the persons referred to in Section 2(a) such of the
quarterly reports and other material financial or information
documentation as may be reasonably requested by such persons; and
e) such other services as may be agreed upon by the Company's Board of
Directors, and Sundar, including assistance in arranging desired
equity financing from time to time.
3. Term
a) Subject to prior termination in accordance with Section 10, this
Agreement will be effective May 1, 2005, and will remain in full
force and effect for a seventeen (17) month period up to and
including the close of business on September 30, 2006; and
b) If the Company wishes to engage Sundar after the term of this
Agreement has expired, all work performed will be completed on a
month to month basis at a fee determined by both parties.
4. Remuneration
In consideration of Sundar having rendered services to the Company, the Company
will:
a) pay to Sundar a fee in the amount of Seven Hundred Thousand
(700,000) Shares of the Company's Common Stock with piggy-back
registration rights, in lieu of One Hundred and Seventy Five
Thousand United States Dollars (U.S.$175,000) upon execution of this
Agreement.
5. Expenses
a) Provided that Sundar will have obtained the prior consent of the
Company to incur expenses and disbursements in connection with the
performance of Sundar's duties hereunder, the Company will reimburse
Sundar for all expenses and disbursements, including all reasonable
travel expenses incurred by Sundar in connection with the
performance of Sundar's duties hereunder within seven (7) days after
receipt of invoices or such other documentation as the Company's
Board of Directors may reasonably require. The Company shall not be
obligated to reimburse Sundar for any expenses claimed by them which
are not evidenced by receipt or other documentary evidence
satisfactory to the Company. Notwithstanding the aforementioned,
Sundar will be responsible for all telephone charges incurred in
connection with the services provided for the Company, however,
Sundar is not responsible for the mailing costs incurred in
connection with the services provided for the Company; and
b) Notwithstanding any other provision of this Agreement, Sundar shall
not make any single expenditure, or any series of expenditures in
connection with any single matter or any number of connected
matters, exceeding Five Hundred United States Dollars (U.S.$500)
without the prior consent of the Company.
6. Representation and Warranties of the Company
The Company hereby represents and warrants to Sundar that:
a) the Company is a duly incorporated company and is in good standing
with respect to the filing of annual returns;
b) the common shares in the capital of the Company are to be listed and
posted for trading on the OTCBB within three months of the execution
of this Agreement;
c) the Company is not in default with any of the terms and conditions
of the listing agreement made between the Company and OTCBB and, to
the best of the Company's knowledge, information and belief, the
Company has complied with all of the rules and policies required to
be listed on the OTCBB;
d) the Company intends to be an "exchange issuer" under the Securities
Exchange Act of 1934;
e) to the best of the Company's knowledge, information and belief, the
Company has complied with the continuous disclosure requirements as
set out in the Securities Act; and
f) the execution and delivery of this Agreement has been duly
authorized by all required corporate action on behalf of the
Company;
7. Representations and Warranties - Sundar
Sundar hereby represents and warrants to the Company that:
a) Sundar is duly incorporated pursuant to the provisions of the
Company Act, and is neither a "reporting company" under the Company
Act nor a "reporting issuer" under the Securities Act;
b) the execution and delivery of this Agreement has been duly
authorized by all required corporate action on behalf of Sundar; and
c) Sundar is not registered in accordance with the Securities Act and
the Securities Regulation to trade in securities nor to act as an
advisor to such actions.
8. Covenants of the Company
The Company hereby covenants and agrees with Sundar that:
a) during the term of this Agreement, the Company will promptly advise
Sundar of:
i. any material change in the business or affairs of the Company;
ii. any cease trade order or trading halt made or imposed upon the
Company, any of the directors, senior officers or insiders of
the Company by any commission, exchange, governmental or
self-regulatory body having jurisdiction over the Company and
its affairs.
b) the Company will deliver to Sundar copies of all annual financial
statements, quarterly reports, news releases, material change
reports and other documentation required to be filed by the Company
with the North American Securities Dealers or the United States
Securities and Exchange Commission or any other such regulatory body
having jurisdiction over the Company's affairs within ten (10)
business days of the date such documents are to be filed by the
Company; and
c) the Company will advise its directors, senior officers and senior
employees not to disclose to Sundar any confidential information
pertaining to the Company's business and affairs until the Company
has complied with any applicable continuous disclosure requirements
in force.
9. Covenants of Sundar
Sundar covenants and agrees with the Company that:
a) in performing their duties hereunder, they will comply with all
applicable securities legislation and regulations;
b) no use may be made of confidential information relating to the
Company's business and affairs until the Company has complied with
the continuous disclosure requirements applicable to them;
c) Sundar will not disclose the private affairs of the Company or any
secrets of the Company to any persons other than the board of
directors of the Company or as may be required by the laws of the
United States or any states therein;
d) Sundar will act in the best interests of the Company and will not
make any misrepresentations whatsoever with respect to the Company's
business and affairs; and
e) Sundar will provide any documentation that it intends to forward to
potential or existing shareholders to the Company for its review and
approval prior to distribution.
10. Termination of Agreement
This Agreement will terminate on the earlier of September 30, 2006 or upon a
date which is thirty (30) days after either the Company or Sundar give written
notice to the other party provided.
11. Return of Materials
Upon the expiration of the term of this Agreement, Sundar will return to the
Company all materials in their possession which have been delivered to them by
the Company.
12. Time of Essence
Time is hereby expressly made of the essence of this Agreement with respect to
the performance by the parties of their respective obligations under this
Agreement.
13. Ensurement
This Agreement will ensure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, personal
representatives, successors and assigns.
14. Entire Agreement
This Agreement constitutes the entire agreement between the parties and
supersedes all previous expectations, understandings, communications,
representations and agreements, whether verbal or written between the parties
with respect to the subject matter hereof.
15. Further Assurances
Each of the parties hereto hereby covenants and agrees to execute such further
and other documents and instruments and do such further and other things as may
be necessary to implement and carry out the intent of this Agreement.
16. Notices
All notices, requests, demands and other communications hereunder will be in
writing and will be deemed to have been duly given if delivered by hand or
mailed, postage prepaid, addressed to the parties at their addresses first set
forth above or to such other address as may be given in writing by the Company
or the Consultant and will be deemed to have been received, if delivered, on the
date of delivery and if mailed as aforesaid within Canada, then on the fifth
business day following the posting thereof provided that if there will be,
between the time of mailing, and the actual receipt of the notice a mail strike,
slowdown or other labour dispute which might affect the delivery of the notice
by the mails, then the notice will be effective if actually delivered.
17. Severability of Clauses
In the event that any provisions of this Agreement or any part thereof is
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions will not in any way be affected or impaired thereby.
18. Assignment
This Agreement will not be assignable by either of the parties hereto.
19. Execution in Counterpart
This Agreement may be executed in counterpart, each of which such counterpart,
notwithstanding the date or dates upon which this Agreement is executed and
delivered by any of the parties, shall be deemed to be an original and all of
which constitute one and the same agreement, effective as of the reference date
given above.
IN WITNESS WHEREOF, the parties hereto have hereunder executed this Agreement as
of the day and year first above written.
Execute Sports Inc.
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Per: Authorized Signatory
Sundar Communications Group Inc.
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Per: Authorized Signatory