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CONTRACT WORK AUTHORIZATION (Form 1) RELEASE NO. 10 for ENGINEERING AND CONSTRUCTION MANAGEMENT SERVICES Between ACUSPHERE, INC. (?ACUSPHERE/OWNER?) and PARSONS COMMERCIAL TECHNOLOGY GROUP INC. (?PARSONS?)

Construction Agency Agreement

CONTRACT WORK AUTHORIZATION (Form 1) RELEASE NO. 10

 

for
ENGINEERING AND
CONSTRUCTION MANAGEMENT SERVICES

 

Between

 

ACUSPHERE, INC. (?ACUSPHERE/OWNER?)

 

and

 

PARSONS COMMERCIAL TECHNOLOGY GROUP INC. (?PARSONS?) You are currently viewing:
This Construction Agency Agreement involves

PARSONS COMMERCIAL TECHNOLOGY GROUP INC. | ACUSPHERE, INC.

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Title: CONTRACT WORK AUTHORIZATION (Form 1) RELEASE NO. 10 for ENGINEERING AND CONSTRUCTION MANAGEMENT SERVICES Between ACUSPHERE, INC. (?ACUSPHERE/OWNER?) and PARSONS COMMERCIAL TECHNOLOGY GROUP INC. (?PARSONS?)
Governing Law: Florida     Date: 9/7/2005

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Exhibit 10

Exhibit 10.1

 

SERVICE AGREEMENT

 

THIS AGREEMENT (the “Agreement”) is made and entered into this 6th day of September, 2005, by and between ELITE FINANCIAL COMMUNICATIONS GROUP, LLC, located at 605 Crescent Executive Court, Suite 124, Lake Mary, Florida 32746, (hereinafter referred to as “ELITE”) and VITACUBE SYSTEMS HOLDINGS, INC., located at 480 South Holly Street Denver, Colorado 80246,  (hereinafter referred to as the “Company”).

 

WITNESSETH:

 

For and consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

 

1)                       EMPLOYMENT

Company hereby hires and employs ELITE as an independent contractor, and ELITE does hereby accept its position as an independent contractor to the Company upon the terms and conditions hereinafter set forth.

 

2)                       TERM

The term of this Agreement shall be for twelve (12) months. However the Company shall retain the right to terminate this Agreement following 90 consecutive days of representation by ELITE.  Said desire to terminate must be submitted in writing to ELITE by the Company no less than 30 days prior to the desired termination date.

 

3)                       DUTIES AND OBLIGATIONS OF ELITE

a)              ELITE will review and analyze various aspects of the Company’s goals and make recommendations on feasibility and achievement of desired goals.

b)             Through its Market Relations Group, ELITE will provide exposure to its network of firms and brokers that may be interested in participating with the Company, schedule and conduct the necessary due diligence, and obtain the required approvals necessary for those firms to participate.  ELITE will also interview and make determinations on any brokerage or institutional firms referred by the Company with regard to their participation.

c)              At the Company’s request, ELITE will be available to field any calls from firms, individual investors/shareholders and brokers inquiring about the Company.  In addition, ELITE will assist the Company in preparing its quarterly communications relative to its financial results and coordinate corresponding news announcements, conference calls and simulcasts on the Internet in accordance with Regulation FD.

d)             ELITE will feature the Company on the Internet via ELITE’s home web site (www.efcg.net) within the Elite Financial Forum which will feature comprehensive information relative to the Company’s fundamental and technical strengths, as well as industry and corporate overviews; management biographies; stock trading history; market making activity; conference call/webcast archives; and other information meaningful to the investment community.  The Forum will be updated routinely and provide for site visitors to request ongoing information about the Company as it is released.

e)              ELITE shall write, produce and/or assist the Company in preparing and releasing all news announcements.  The Company shall be solely responsible for paying all fees associated with the actual release(s) through BusinessWire, PR Newswire, or any other comparable news dissemination source. ELITE will create, build and continually enhance a database of all brokers, investors, analysts and media contacts who have expressed an interest in receiving ongoing information on the Company and manage the ongoing distribution of news announcements and/or other Company approved communications.

 



 

f)                ELITE shall serve as the Company’s publicist and will strive to obtain coverage in both national and industry publications, in financial newsletters, on financial radio and television programming and via traditional press mediums.  Specifically, ELITE will facilitate an ongoing outreach program to an intelligently targeted universe of media professionals.  Further, ELITE will track published articles and provide monthly clippings of those articles/mentions featuring the Company.

g)             At the Company’s request, strive to obtain the Company analyst coverage and/or investment banking sponsorship.

h)             ELITE shall arrange for a series of due diligence meetings with select broker/dealers, institutional investors and analysts at predetermined dates throughout the campaign term, while remaining compliant with the rules and regulations associated with Regulation FD.

i)                 ELITE shall develop customized, high-quality, high-impact and fully integrated financial communications programs and platforms, and leverage our strategic resources to enhance general product/service marketing programs initiated by the Company.

j)                 ALL OF THE FOREGOING ELITE-PREPARED DOCUMENTATION CONCERNING THE COMPANY, INCLUDING, BUT NOT LIMITED TO, INFORMATIONAL WRITE-UPS, NEWS ANNOUNCEMENTS, SHAREHOLDER LETTERS, ET AL, SHALL BE PREPARED BY ELITE USING MATERIALS SUPPLIED TO IT BY THE COMPANY AND SHALL BE APPROVED BY THE COMPANY PRIOR TO DISSEMINATION BY ELITE.

 

4)                       ELITE’S COMPENSATION

a)              $10,000 cash, payable per month with the first payment of $10,000 due immediately following execution of this Agreement and subsequent monthly payments due every 30 days thereafter for the term of the Agreement.  The Company agrees to make all monthly payments on the applicable due date and in no event beyond five (5) days past the due date.  For every five (5) days past the applicable payment due date, the Company shall be assessed a late fee equal to 5% of the outstanding amount until the payment is received by ELITE.

b)             ELITE would be entitled to receive a warrant to purchase up to 100,000 common shares of the Company’s common stock, exercisable as follows:

i)                 25,000 shares exercisable at $2.00 per share, which shall vest immediately upon execution of this Agreement;

ii)              25,000 shares exercisable at $2.00 per share, which shall vest on the 91st day following execution of this Agreement;

iii)           25,000 shares exercisable at $4.50 per share, which shall vest on the 181st day following execution of this Agreement; and

iv)          25,000 shares exercisable at $6.00 per share, which shall vest on the 271st day following execution of this Agreement.

c)              The Company shall agree to issue ELITE piggyback registration rights for the common shares underlying the option/warrant listed above (“underlying shares”), whereby these shares will be registered for resale by ELITE on the first applicable Registration Statement filed by the Company with the U.S. Securities & Exchange Commission.  The underlying shares common shares shall be held by the Company until such time as ELITE elects to exercise its option or warrant to purchase the common shares.  The term of the option/warrant shall expire 24 months from the date the Registration Statement registering the shares underlying the option/warrant is deemed effective.  In the event the Company elects early termination of this Agreement, as defined in Section 2 herein, all restricted shares and underlying shares that have not reached their issue or vesting dates will be deemed null and void.

 

 

Initial Company           

Initial ELITE           

 

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5)                       ELITE’S EXPENSES AND COSTS

Company shall pay all reasonable costs and expenses incurred by ELITE, its directors, officers, employees and agents, in carrying out its duties and obligations pursuant to the provisions of this Agreement, excluding ELITE’s general and administrative expenses and costs, but including and not limited to the following costs and expenses; provided all costs and expense items in excess of $1.00 (One Dollar) must be approved by the Company in writing prior to ELITE’s incurrence of the same:

a)              Travel expenses, including but not limited to transportation, lodging and food expenses, when such travel is conducted on behalf of the Company.

b)             Seminars, expositions, money and investment conferences.

c)              Radio and television time and print media advertising costs, when/if applicable.

d)             Subcontract fees and costs incurred in preparation of independent third party research reports, when/if applicable.

e)              Cost of on-site due diligence meetings, if applicable.

f)                Printing and publication costs of brochures and marketing materials, which are not supplied by the Company.

g)             Corporate web site development costs.

h)             Printing and publication costs of Company annual reports, quarterly reports, and/or other shareholder communication collateral material, which is not supplied by the Company.

 

6)                       FUNDING ADVISORY SERVICES

Upon request by the Company’s management team, Elite will make strategic introductions to funding groups, investment banking firms, and/or other sources interested in furthering the business of the Company.  In the event that a private/public financing transaction is arranged and successfully implemented using a source first introduced to the Company by Elite, then Elite shall be entitled to receive a cash finder’s fee at closing equal to 3% of the gross proceeds received by the Company.

 

7)                        COMPANY’S DUTIES AND OBLIGATIONS

Company shall have the following duties and obligations under this Agreement:

a)              Cooperate fully and timely with ELITE so as to enable ELITE to perform its obligations under this Agreement.

b)             Within ten (10) days of the date of execution of this Agreement to deliver to ELITE a complete due diligence package on the Company, including all the Company’s filings with the U.S. Securities and Exchange Commission within the last twelve months; the last six (6) months of press announcements on the Company; and all other relevant materials with respect to such filings, including but not limited to, corporate reports, brochures, and the like, and a list of analysts and or fund managers, who have been following the Company.

c)              The Company will act diligently and promptly in reviewing materials submitted to it from time to time by ELITE and inform ELITE of any inaccuracies contained therein prior to the

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