EXHIBIT 10.20
BUSINESS ADVISORY
AGREEMENT
THIS
BUSINESS ADVISORY AGREEMENT is entered into and is effective as of
the 24 day of July 2009 BY AND BETWEEN Green Star Alternative
Energy, Inc., a Nevada corporation with principal offices at 1660
Hotel Circle North, Suite 207, San Diego, California 92108 (the
"Company"), AND Clayton Dunning Global Partners, LLC, a limited
liability company (the "Consultant"). As used herein, the term
"Parties" shall be used to refer to the Company and the Consultant
jointly.
WHEREAS:
-
- The Company seeks to obtain certain
consulting services from Consultant in conjunction with efforts
undertaken with one or more FINRA-registered broker-dealers.
- The Company is familiar with Consultant and
Consultant's services and resources and has had sufficient
opportunity to evaluate the consulting services that Consultant is
to render the Company.
- Consultant is willing to provide certain
consulting services in accordance with the Securities Exchange Act
of 1934 (the "1934 Act") and subject to the limitations placed upon
persons who are not registered and licensed brokers or
broker-dealers as set forth in the 1934 Act.
- The Parties warrant and represent that they
have completed discussions and negotiations regarding the terms of
this Agreement and the form and scope of the consulting services
that Consultant is to provide the Company.
- The Parties acknowledge and agree that
subject to the terms and conditions of this Agreement, Consultant
shall provide the consulting services set forth herein consistent
with the requirements of the Securities Act of 1933, the 1934 Act,
and all applicable state securities laws.
NOW
THEREFORE THE PARTIES AGREE AS FOLLOWS:
1.1. Description of Consulting
Services . Consultant agrees to provide the following
consulting services with respect to the due diligence examination
and review of records and documents regarding the corporate affairs
of the Company:
1.1.1. Review of the Company's
corporate records, including the Company's Articles of
Incorporation, By-laws, Minutes and Actions of the Company's Board
of Directors and Shareholders.
1.1.2. Review the Company's
shareholder list, shareholder agreements, voting trust and pooling
agreements and related documentation.
1.1.3. Review prior issuances of the
Company's securities, including, but not limited to, prior
issuances of the Company's common stock, preferred stock, warrants,
rights, convertible securities, exchangeable securities, notes,
bonds, debentures, and the like.
1.1.4 Review the Company's business
plan, schedules, pro forma financial statements, projections, and
related documentation in light of the Company's competitive
environment, industry structure, and the Company's existing and
future resources.
1.2. Initial Consulting Services
from Consultant . In addition to the consulting services
described in Section 1.1 of this Agreement, Consultant shall, for a
period of one (1) year after the signing of this Agreement, be
available to consult with the Company on a "best efforts" basis in
the following areas and as reasonably requested by the Company:
1.2.1. Assistance in negotiating
arrangements with underwriter;
1.2.2. Assistance in structuring
incentive stock option plans;
1.2.3. Assistance in capital structure
planning and use of debt and equity financing to enhance
shareholder value;
1.2.4. Assistance in providing a
consistent investor relations strategy and in communicating with
prospective underwriters, broker-dealers, venture capital funding
sources, and others;
1.2.5. Assistance in structuring
acquisitions, divestitures, and financial strategies planning
regarding stock ownership; and
1.2.6. Assistance in evaluating
alternative stockholder buy-out alternatives.
2.1. Still further and upon
reasonable notice to Consultant, Consultant shall consult and
assist the Company and any FINRA-registered broker-dealer employed
by the Company in negotiations with one or more entities that may
be identified by the Company as suitable acquisition
candidates.
2.2. Both parties acknowledge and
agree that Consultant's sole responsibility with respect to the
raising of any capital for the Company shall be limited to the
introduction of potential third-party institutional capital
investors to the Company so as to allow the Company to undertake
negotiations for the purpose of raising up to five million dollars
($5,000,000) (U.S.D.) from the offering and sale of the Company's
Common Stock on a private placement basis and up to 180,000 Euros
in direct investment into the Company's Serbian wind power project
on such terms as are reasonably satisfactory to the Company. In the
event that Consultant introduces one or more institutional
investors to the Company and such funds are accepted on terms
deemed reasonable by the Company then subject to compliance with
the 1934 Act, Consultant shall be paid a finders fee (the "Finders'
Fee") as set forth on Exhibit A attached hereto and incorporated by
reference herein.
3.1. Payment for Services Received
Under Sections 1.1, 1.2, and 2.1 . In consideration for the
services to be rendered by Consultant and described in Sections
1.1, 1.2, and 2.1 of this Agreement, the Company shall, subject to
further written agreement between the Parties, reasonably
compensate Consultant in either cash or shares of the Company's
Common Stock provided that the latter are deemed freely-tradable
securities.
4.1. Acknowledgment of Services to
Others . Each of the Parties agree that Consultant shall have
the right to provide similar services to other clients of
Consultant during and after the term of this Agreement.
4.2. Duty of Cooperation &
Delivery of Documents . The Parties agree that throughout the
term of this Agreement, the Company shall, at its sole expense,
cooperate and deliver all documents and information and cause its
legal counsel, accountants, and other advisors to deliver the same
to Consultant without unreasonable delay so as to allow Consultant
to render the services provided in this Agreement and to further
the purposes of this Agreement.
5.1. Covenant of
Non-Circumvention . The Company agrees, on behalf of itself and
on behalf of its officers, directors, employees, and agents (the
"Covenanting Parties") to refrain from taking any action or causing
any action which directly or indirectly may serve: (A) to obstruct,
delay, or interfere with the purposes of this Agreement; (B) to
obstruct, delay, or interfere with the Company's performance of its
obligations recited in this Agreement; and (C) to make the
Company's ability to perform its obligations as recited in this
Agreement more difficult or burdensome in any way. In addition, the
Covenanting Parties further agree that they shall not, without the
prior written consent of Consultant: (1) directly or indirectly
employ or retain any advisor or other third party; (2) directly or
indirectly enter into any oral or written agreement, contract,
arrangement or undertaking and (3) directly or indirectly make or
accept any commitment which individually or collectively may serve
to obstruct, delay, or interfere with the pur