CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT ("Agreement"), dated for reference
purposes as of May 25th 2007 is by and
between
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1
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Royal
Invest International Corporation (RIIC) a publicly traded
corporation trading on the Over the Counter (“OTC”)
under the symbol RIIC, incorporated in the United States of America
in the State of Delaware with its registered office located at 980
Post Road East, 2nd. floor, Westport, Connecticut 06990, USA,
legally represented by its CEO Mr. Jerry Gruenbaum, hereinafter
also referred to as “RIIC” or
“Client”
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2
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ECM
HOFF HOLDING B.V. David Havenaar geboren te
’s Gravenhage op zeven maart negentienhonderd drieenzestig,
wonende te 3024 VD Rotterdam, Willembuytewechstraat 118
C2, ongehuwd, houder van een Nederlands paspoort, nummer: NK
4376171, handelend als zelfstandig bevoegd directeur van de
besloten vennootschap met beperkte aansprakelijkheid E.C.M. Hoff
Holding b.v., Statutair gevestigd te Steenbergen NB en
kantoorhoudend te Ditlaar 7, te Amsterdam; Hierna te noemen
ECM
(“ECM” or "Consultant").
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RECITALS
WHEREAS,
Consultant is engaged in the business of providing consulting
services; and WHEREAS, Client wishes to engage Consultant to
provide certain business and financial consulting services in
connection with the Client as described herein (the
“Services”); and WHEREAS, Consultant desires to
provide such Services upon the terms and conditions set forth
herein.
NOW,
THEREFORE, in consideration of the mutual covenants and
conditions contained herein, the parties hereto hereby agree
as follows:
AGREEMENT
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I.
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Appointment. Client hereby engages Consultant to
perform the Services and Consultant agrees to accept such
engagement upon the terms and conditions set forth herein. Client
acknowledges and agrees that Consultant shall have the exclusive
right to perform the Services for all parties it introduces the
Client to.
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II.
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The Services. The services described hereunder will
be performed on a “reasonable efforts”
basis.
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a.
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Finding
Services. To assist Client in securing financing (debt or equity)
for additional / acquisition / expansion capital in the form of
equity, preferred equity, loan, credit facility, or any other debt
instrument (“Financing”), by introducing client to
equity and / or debt financing sources, including individuals,
banks, finance companies, and other parties (“Qualified
Investor(s)” or “Qualified Lender(s)”). No
“firm commitment” for financing is either expressed or
implied in any scenario. Company will rely solely on its own
judgment and that of its legal counsel to determine the
desirability of any transaction.
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III.
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Compensation. Subject to the termination of this
Agreement as provided herein, Client shall compensate Consultant
for the performance of the Services hereunder upon the following
terms and conditions:
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a.
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Success Fee Compensation Qualified Lenders. A fee
(“Success Fee”) of two percent (two hundred basis
points) of the maximum proceeds available under the Financing
provided by any Qualified Lender(s) (2.0%) introduced by Consultant
to Client, immediately due and payable as part of the closing of
the Financing. If the Financing is increased or subsequent
Financings are issued to Client for the above specified project, by
Qualified Lender(s), Consultant will be due additional Success
Fees, at the same rate, for a period of Two Years from the closing
of the first Financing. The Success Fee will be due and payable to
Consultant whenever the proceeds of any Financing are made
available to Client by a Qualified Lender(s), even if the term of
this agreement has elapsed. Success Fee will be directly paid from
any receipt of funds paid by Lender to Client.
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b.
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Success Fee Compensation Qualified Investors. A fee
(“Success Fee”) of eight percent (eight hundred basis
points) of the maximum proceeds available under the Financing
provided by any Qualified Investor(s) (8.0%) introduced by
Consultant to Client, immediately due and payable as part of the
closing of the Financing. If the Financing is increased or
subsequent Financings are issued to Client for the above specified
project, by Qualified Investor(s), Consultant will be due
additional Success Fees, at the same rate, for a period of Two
Years from the closing of the first Financing. The Success Fee will
be due and payable to Consultant whenever the proceeds of any
Financing are made available to Client by a Qualified Investor(s),
even if the term of this agreement has elapsed. Success Fee will be
directly paid from any receipt of funds paid by Investor(s) to
Client.
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c.
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Expenses. All reasonable out of pocket expenses
associated with the execution of the Services including: telephone
and travel expenses will be reimbursed by the Client within two
weeks of their submission, provided that they are authorized in
advance in writing by Client.
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d.
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Non-Exclusive . Consultant agrees to perform the
Services efficiently and to the best of Consultant's ability. It is
anticipated that the Consultant shall spend as much time as deemed
necessary in orde
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