PUBLIC RELATIONS AND MARKETING
CONSULTANT AGREEMENT
This Consulting Services Agreement (the “
Agreement ”), dated August _____, 2008, is made by and
between Lenny Dykstra (the “ Consultant ”)
and River Hawk Aviation, a Nevada corporation (the “
Company ”). The Consultant and the Company
shall hereafter be referred to individually as a “
Party ” and collectively as the “ Parties
.”
WHEREAS, Consultant has extensive background in
financial services and strategic aviation consulting ;
WHEREAS, Consultant desires to be engaged by
Company to provide public and investor relations management and
strategic marketing services to the company subject to the
conditions set forth herein; and
WHEREAS, Company desires to engage Consultant to
provide the services in his area of knowledge and expertise on the
terms and subject to the conditions set forth herein;
and
NOW, THEREFORE, in consideration for those
services Consultant agrees to provide to the Company, the Parties
agree as follows:
1. Services
of Consultant.
Consultant agrees to perform for Company the
Services defined below during the term of this Agreement, upon such
terms and to the extent the parties agree from time to
time. The nature of the Services to be provided shall
include, but are not limited to (the “ Services
”):
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Identify
catalysts and value propositions as they relate to the
Company’s financial growth strategy;
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Facilitate the
communication of the Company’s growth strategy to the
financial community in general and to the high net-worth investor
niche in particular;
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Undertake
targeted investor relations with specific high-end investors and
potential investors;
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Consultant will
provide the above stated advisory and consulting services to the
Company in conjunction with the development of the Company’s
marketing plan, business plan and goals.
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Consultant will
assist in the development of the Company’s marketing plan,
business plan and goals;
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Consultant will
advise on and implement strategy for maximizing the Company’s
exposure to, and penetration of, its target market, clients, and
vendors.
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Within ninety
(90) days of the date of this Agreement, the Consultant shall
submit revised and updated list of Services that shall detail his
plans in reflection of his evaluation of the Company’s public
relations and investor relations needs in relation to the
contemplated Services, which shall be acceptable to the Company,
but not unreasonably rejected.
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In consideration for the Services rendered to
the Company hereunder during the Term (defined below) by Consultant
and Consultant’s covenants hereunder, the Company shall pay
to Consultant compensation including:
Two Million
(2,000,000) shares of Series A Preferred Convertible Stock of the
Company (“ Series A Preferred
”). The Series A Preferred shall provide the
holder with the following benefits and are subject to the following
conditions:
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The Series A
Preferred provides the holder with 10 votes per share on any matter
properly put forth to the shareholders of the Company;
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Holders of
Series A Preferred have liquidation preferences as compared with
common stock;
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Series A
Preferred is convertible at the holder’s election into common
stock of the Company, at a ratio of 1:1;
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Shares issued
pursuant to the exercise of this Agreement shall be issued for the
benefit of Lenny Dykstra, the individual performing the Services
for the Company. All shares and certificates
representing such shares shall be subject to applicable SEC,
federal, state (Blue sky) and local laws and additional
restrictions set forth herein; and
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Consultant
shall be entitled to “piggy-back” registration rights
for (i) the Series A Preferred on all registrations of the Company,
except for registrations filed on Form S-4 or Form S-8, or on any
demand registrations of any other investor subject to the right,
however, of the Company and its underwriters to reduce the number
of shares proposed to be registered pro rata in view of market
conditions. The Company shall bear registration expenses
(exclusive of underwriting discounts and commissions) of all such
demands, piggy-backs, and S-3 or S-1 registrations; and
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The following
legend (or a legend substantially in the following form) shall be
placed on certificates representing the Series A Preferred issued
pursuant to this Agreement:
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THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE
SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID
SECURITIES, OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL
COUNSEL FOR THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL
COUNSEL FOR THIS CORPORATION) STATING THAT SUCH TRANSACTION IS
EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE
SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.
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The Consultant
hereby acknowledges that the Company needs to amend its Series A
Preferred Certificate of Designation in order to issue the full
consideration of Series A Preferred shares, and the Company agrees
to undertake the necessary steps to effect the required amendment
within sixty (60) days of the date of this Agreement.
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Each party agrees that during the course of this
Agreement, information that is confidential or of a proprietary
nature may be disclosed to the other party, including, but not
limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales, costs
and other unpublished financial information, advertising revenues,
usage rates, advertising relationships, projections, and marketing
data (“ Confidential Information ”).
Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its
disclosure, or thereafter becomes part of the public domain through
a source other than the receiving party, (b) was known to the
receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a confidentiality
obligation to the providing party. Confidential
Information need not be marked as confidential at the time of
disclosure to receive “Confidential Information”
protection as required herein, rather all information disclosed
that, given the nature of the information or the circumstances
surrounding its disclosure reasonably should be considered as
confidential, shall receive “Confidential Information”
protection.
4. Non-Competition,
Non-Solicitation.
Consultant agrees that he shall not, during the
Term and for one year subsequent thereto directly or indirectly,
engage or be interested in any business(es) that is competitive
with the business being conducted by the Company through the
consulting Term, without the express written approval of the
Company.
(b)
Non-Solicitation.
Consultant agrees that he will not, without the
prior written consent of the Company, for a
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