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.
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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&nb
