EXHIBIT 10.1
CONSULTING AGREEMENT
AGREEMENT
(the "Agreement") is made and entered into as of
June 22,
2009, by and between China Wi-Max Communications,
Inc., a Nevada corporation
(the "Company"), and Stanton E. Ross ("Ross") and Global
Equity Funding, LLC, a
Nevada limited liability company ("Global"). Ross
and Global are collectively
referred to as the "Consultant."
R E C I T A L S :
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WHEREAS, the Company desires to
obtain Consultant's services as set forth
in this Agreement; and
WHEREAS, Consultant desires to
provide such services to the Company for a
fee that will compensate Consultant for time
spent for services rendered and
costs advanced by Consultant as contemplated in this Agreement.
NOW, THEREFORE, in
consideration of the foregoing and of
the mutual
promises and conditions hereinafter set forth, the parties agree as
follows:
1. Retention of
Consultant. The Company hereby
engages and retains
Consultant and Consultant hereby agrees to
use Consultant's best efforts to
render to the Company the consulting services for a period of
commencing on the
date of this Agreement and terminating on
June 21, 2010, provided that the
Company may terminate this Agreement, in its sole discretion,
at any time after
December 21, 2009.
2. Consultant's Services.
Consultant shall provide the following services
under this Agreement:
2.1 Introduce the
Company to financing sources, whether
directly or
through third parties (all of whom are referred to as "Financing
Sources"), who
have the ability to provide financing to
the Company in cash, securities,
assets, credit enhancement or
otherwise (collectively referred to
as a
"Financing Transaction"). Consultant will periodically
provide written notices
to the Company of the Financing Sources it introduces to the
Company;
2.2 Identify
and introduce firms to the Company to
provide investor
relations, including R.J. Falkner & Co., Inc.;
2.3 Introduce the
Company to members of the broker-dealer and financial
community;
2.4
Facilitate conferences between the
Company and members of the
business and financial community upon the request of the Company;
and
2.5 Review and analyze
the market for the Company's securities.
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3. Payment for Services.
3.1 The Company
shall pay Consultant for the services to be
rendered
under this Agreement a fee equal to five
percent (5.0%) of the amount of any
Financing Transaction completed by or through a Financing Source up
to a maximum
of $5,000,000. A Financing Transaction
includes amounts the Company receives
from or through any third party who was
introduced to the Company by another
Financing Source of Consultant. The Company shall pay the
foregoing amounts on
the closing date of any Financing
Transaction that occurs by or through a
Financing Source during the term of
this Agreement or that occurs within
eighteen (18) full calendar months from the termination of this
Agreement.
3.2 The Company
shall also issue Consultant options exercisable to pur-
chase 1,000,000 shares of its Common Stock (each an "Option,"
collectively, the
"Options") at a price of $0.50 per share. The exercise price of the
Options will
be reduced to the lowest price at which the
Company sells any of its equity
securities, or agrees to sell any of its equity
securities through an option,
warrant or convertible security, during the term
of the Options. Each Option
will have a term of three years from the date of grant.
Each Option shall be
deemed to have a value of $.0001. The Options shall be in a
form acceptable to
the parties, shall be fully transferrable by Ross and
Global and shall include
the terms set forth below.
3.3 The Options
shall vest as follows: (i) 450,000 Options shall
vest
and be exercisable upon execution of this
Agreement and (ii) 550,000 Options
shall vest and be exercisable upon the Company's
closing one or more Financing
Transactions totaling at least $1,000,000.
3.4 The Options may
be exercised in whole or in part from time to time
by delivering written notice, via facsimile, with original by next
day delivery,
along with full payment of the exercise price for any
exercise, to the Company.
Consultant may pay the exercise price in cash or by
cashless exercise. In the
case of a cashless exercise, Consultant
will surrender the Options to be
exercised to the Company together with a notice of cashless
exercise, in which
event the Company will issue to Consultant the number of
shares of Common Stock
underlying the Options to be exercised less the number of shares of
Common Stock
required to pay the aggregate exercise price of the Options to be
exercised.
3.5 For purposes of Rule
144 ("Rule 144") promulgated under the Securi-
ties Act of 1933, as amended, the Common Stock issued in any
cashless exercise
transaction shall be deemed to have been acquired by Consultant,
and the holding
period for such Common Stock shall be deemed to
have been commenced, on the
issue date of the Options.
3.6 The
payments and issuance of the Options under this
Paragraph 3,
"Payment for Services," shall be deemed full and complete
consideration for the
services to be rendered by Consultant under this Agreement. Ross
and Global will
share equally in the payments made and Options
issued under this Agreement,
except that the 450,000 Options granted under
Paragraph 3.3 will be allocated
250,000 Options to Global and 200,000 Options to Ross.
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3.7 The Company
will reimburse Consultant for all
direct expenses
incurred by Consultant in performing such services.
Consultant shall obtain the
approval of the Company prior to incurring any expenses.
Consultant will tender
requests for reimbursement to the
Company and the Company will make
the
reimbursement to Consultant within ten (10) days
after its receipt of written
notification.
4. Consultant's Time
Commitment. Consultant shall devote such time
as
reasonably requested by the Company for consultation,
advice and assistance on
matters described in this Agreement and provides
the same in such form as the
Company requests. The Company agrees that Consultant
shall not be prevented or
barred from rendering services similar or dissimilar in nature for
and on behalf
of any person, firm or corporation other than the Company.
5. Nature of Services and Independent
Contractor. The relationship created
under this Agreement is that of Consultant acting as an
ind
