CONSULTANT AGREEMENT
This Consultant Agreement (the "Agreement") is
made and entered into effective as of the 31
st March , 2008 (the "Effective
Date"), between MOBIVENTURES INC , a Nevada corporation,
(the "Company") and Danny Wootton (the
“Consultant”).
WHEREAS:
A.
The Company is engaged in the business of providing multi-media
mobile content and messaging services
B.
The Company desires to retain the Consultant to provide
consultant services to the Company on the terms and subject to the
conditions of this Agreement.
C.
The Consultant has agreed to provide consultant services to the
Company on the terms and subject to the conditions of this
Agreement.
THIS AGREEMENT WITNESSES THAT in
consideration of the premises and mutual covenants contained in
this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound hereby, agree as
follows:
1.
DEFINITIONS
1.1 The
following terms used in this Agreement shall have the meaning
specified below unless the context clearly indicates the
contrary:
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(a) |
"Consultant Fee" shall mean the
consultant fee payable to the Consultant at the rate set forth in
Section 5.1;
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(b) |
"Board" shall mean the Board of Directors
of the Company;
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(c) |
"Term" shall mean the term of this
Agreement beginning on the Effective Date and ending on the close
of business on the effective date of the termination of this
Agreement.
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2.
ENGAGEMENT AS A CONSULTANT
2.1 The
Company hereby engages the Consultant as a consultant to provide
the services of the Consultant in accordance with the terms and
conditions of this Agreement and the Consultant hereby accepts such
engagement.
3.
TERM OF THIS AGREEMENT
3.1 The
term of this Agreement shall become effective and begin as of the
Effective Date, and shall continue for 12 months, unless this
Agreement is earlier terminated in accordance with the terms of
this Agreement. This agreement can be extended upon the mutual
understanding of both parties.
4.
CONSULTANT SERVICES
4.1 The
Consultant agrees to perform the following services and undertake
the following responsibilities and duties for the Company as
consulting services (the "Consulting Services"):
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(a) |
providing services related to oversight of the
activities of Move2Mobile on behalf of the Board of Directors;
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(b) |
providing services related to IR and Investor
communication
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(c) |
reporting to the Board of Directors of
Company;
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(d) |
performing such other duties and observing such
instructions as may be reasonably assigned from time to time by the
Board of Directors of the Company, provided such duties are within
the scope of the Company’s business and services to be
provided by the Consultant, including acting as NED on group,
investee companies or customer’s board of directors.
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4.2 The
Consultant shall devote approximately 4 days per month of his or
her business time, attention and energies to the business affairs
of the Company as may be reasonably necessary for the provision of
the Consulting Services.
4.3 In
providing the Consulting Services, the Consultant will:
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(a) |
comply with all applicable federal, state, local
and foreign statutes, laws and regulations;
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(b) |
not make any misrepresentation or omit to state
any material fact that will result in a misrepresentation regarding
the business of the Company; and
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(c) |
not disclose, release or publish any information
regarding the Company without the prior written consent of the
Company.
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4.4 The
Consultant will at all times be an independent contractor and the
Consultant will not be deemed to be an employee of the Company and
the Consultant agrees to make all necessary tax and insurance
remittances necessary to be made as a consultant to the
Company.
5.
CONSULTANT FEE
5.1 During
the term of this Agreement and in consideration for the provision
of the Consulting Services, the Company will:
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(a) |
pay the Consultant a consultant fee equal to
3,000 USD / month during the term of this Agreement payable within
5 business days of the end of each month for the prior months
consulting work.
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(b) |
should the Consultant identify and make the
initial approach to a company with identifiable value adding and
synergistic characteristics pay the Consultant a success fee of
2.5%, to be paid 50% cash and 50% equity, of the acquisition value
of any target company acquired by the company (the "Consultant
Fee") such fee being calculated based on the total valuation of the
acquired company at the execution date of the acquisition,
excluding any valuations attributed to future earn out valuations.
The consultant fee will be paid immediately upon the closing of
each and every agreed cash and stock payment instalment of the
acquisition. The equity portion of the fee will be paid in shares
of the Company's common stock determined by the amount of the fee
divided by the average closing price of the Company's common stock
for the ten trading days prior to the completion of the
acquisition.
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(c) |
grant to the Consultant a total of 300,000 stock
warrants of the shares in the Company’s common stock on the
issue dates set forth below, with an exercise price equal to US$
0.10 per share, which warrants will be exercisable for a term of 5
years. The full terms of the warrants are contained in a separate
agreement (“Warrant Certificate Agreement”). No
warrants may be exercised unless such warrants have vested in
accordance with the terms of the Warrant Certificate Agreement.
Notwithstanding the five year term of the warrants, all warrants
will expire and cease to be exercisable on the date that is one
year following the date of termination of this Agreement for any
reason
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Number of Warrants |
Issue Date |
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200,000 |
31 st
March 2008 |
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100,000
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on 12 month anniversary of Issue Date, or
earlier, based upon the consultant meeting the performance criteria
set by the board – see 5(d)
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(d) |
the consultant will be granted the bonus
warrants upon meeting the following performance criteria:
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a. |
consultant makes himself available to represent
the company in company meetings at appropriate locations given
appropriate notification
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(e) |
The Consultant shall receive a cash bonus of
100% of his then current annual Consultant fee upon the achievement
of the Company’s annual objectives paid pro rata for the time
engaged in the company, as set by the Board of Directors. The
Company may also consider the Consultant for a cash bonus for each
fiscal year, or part thereof that he is employed by the Company, in
an amount to be determined at the discretion of the Board.
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6.
REIMBURSEMENT OF EXPENSES
6.1 The
Company will pay to the Consultant, in addition to the Consultant
Fee, reasonable pre-approved travel and phone expenses.
7.
TERMINATION
7.1 The
Company may terminate this Agreement at any time upon the
occurrence of any of the following events of default (each an
“Event of Default”):
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(a) |
the Consultant’s commission of an act of
fraud, theft or embezzlement or other similar willful
misconduct;
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(b) |
the neglect or breach by the Consultant of his
or her material obligations or agreements under this Agreement;
or
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(c) |
the Consultant’s refusal to follow lawful
directives of the Board,
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provided that notice of the Event of Default has
been delivered to the Consultant and provided the Consultant has
failed to remedy the default within thirty days of the date of
delivery of notice of the Event of Default.
7.2 The
Company may at its option terminate this Agreement in the absence
of an Event of Default by delivering a written notice of
termination to the Consultant, giving them an official notice
period of termination of thirty days. At the time of termination,
any warrants already granted will remain with the Consultant, and
any bonus warrants to be awarded based upon performance, will be
pro-rated accrodingly
7.3 The
Consultant may terminate this Agreement at any time in the event of
any breach of any material term of this Agreement by the Company,
provided that written notice of default has been delivered to the
Company and the Company has failed to remedy the default within
thirty days of the date of delivery of notice of default.
7.4 On
termination of this Agreement for any reason, all rights and
obligations of each party that are expressly stated to survive
termination or continue after
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