Exhibit 10.2
CONSULTING
AGREEMENT
This CONSULTING AGREEMENT (this “
Agreement ”) is entered into as of May 8, 2009, by and
between Clear Skies Solar, Inc., a Delaware corporation (the
“ Company ”) and Barry Honig, an individual (the
“ Consultant ”).
WHEREAS, the Company desires to engage
Consultant to provide certain Services (as defined in Section
3 below) for compensation, and Consultant desires to provide
the Services to the Company, upon the terms and subject to the
conditions set forth below.
NOW, THEREFORE, in consideration of the premises
and mutual covenants contained herein, and for other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Engagement
. The Company hereby
engages Consultant to provide the Services during the Term (as
defined below), and Consultant hereby accepts such engagement to
provide the Services during the Term (the “ Engagement
”).
2. Term of Engagement;
Termination.
a.
Term . The Engagement shall commence on
the date hereof and shall terminate on the first anniversary of the
date hereof, unless earlier terminated in accordance with
Section 2(b) below (the “ Term
”).
b.
Termination
. This Agreement may be
terminated by Consultant or the Company at any time upon thirty
(30) days prior written notice of such termination to the other
party.
c.
Effect of Termination
. In the event of a
termination of this Agreement, (i) Consultant shall still be
entitled to receive all of the Consulting Shares (as defined in
Section 4 ) and (ii) the Company shall reimburse Consultant
for all expenses previously approved by the Company incurred by
Consultant in connection with Consultant’s
Engagement.
3.
Services to be Provided by
Consultant . During the Term, Consultant shall
provide services to the Company as set forth on Exhibit A ,
as well as any other services that are mutually agreed between the
parties hereto (collectively, the “ Services
”). The parties hereto acknowledge and agree that
the Services to be provided are in the nature of advisory services
only, and Consultant shall have no responsibility or obligation for
execution of the Company’s business or any aspect thereof nor
shall Consultant have any ability to obligate or bind the Company
in any respect. Consultant shall have control over the
time, method and manner of performing the Services. Consultant
shall render such services as are from time to time requested by
the Chief Executive Officer of the Company, Ezra Green.
4.
Compensation
. In consideration for
the Services to be provided hereunder, Consultant shall receive,
promptly after the execution of this Agreement, as a consulting
fee, 4,000,000 shares of the Company’s common stock, par
value $0.001 per share (the “ Consulting Shares
”).
a. Promptly
following the filing by the Company of their Annual Report on Form
10K for the year ended December 31, 2008, but in no event greater
than 15 days thereafter, the Company shall file a registration
statement on Form S-8 under the Securities Act of 1933, as amended
(the “ Securities Act ”), which registration
statement shall include the Consulting Shares (the “
Registration Statement ”).
b. As
a condition to the inclusion of his Consulting Shares,
Consultant shall furnish to the Company such information
regarding Consultant and his affiliates and the distribution
proposed by Consultant as the Company may request in writing
or as shall be required in connection with any registration,
qualification or compliance referred to in this
Agreement.
c. Consultant hereby
covenants with the Company not to make any sale
of Consulting Shares without effectively causing the
prospectus delivery requirements under the Securities Act to be
satisfied.
d. Consultant acknowledges
and agrees that the Consulting Shares sold pursuant to
the Registration Statement are not transferable on the books of the
Company unless the stock certificate submitted to the transfer
agent evidencing such Consulting Shares is accompanied by
a certificate reasonably satisfactory to the Company to the effect
that (x) the Consulting Shares have been sold in
accordance with such Registration Statement and (y) the requirement
of delivering a current Prospectus has been satisfied.
e. Consultant shall
not take any action with respect to any distribution deemed to be
made pursuant to such Registration Statement, which would
constitute a violation of Regulation M under the Securities
Exchange Act of 1934, as amended, or any other applicable rule,
regulation or law.
6.
Expenses . The Company shall reimburse
Consultant for all reasonable expenses incurred by Consultant in
providing the Services hereunder no later than thirty (30) days
after the submission of an invoice evidencing such expenses in a
form reasonably satisfactory to the Company; provide
