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 |
|
|
You are currently viewing: This Construction Agency Agreement involves
PARSONS COMMERCIAL TECHNOLOGY GROUP INC. | ACUSPHERE, INC.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Construction Agency Agreement by:
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 |
2
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
