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Consulting Agreement

Consulting Services Agreement

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 This Consulting Services Agreement involves

STEALTH TECHNOLOGIES, INC. | Brian McFadden, Excelsis Investments Inc Stealth Technologies/Mobile Dynamic Marketing Inc | Jeff Chartier, Still Goin Inc

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Title: CONSULTING AGREEMENT
Governing Law: Florida     Date: 8/22/2016
Industry: Computer Services     Sector: Technology

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Exhibit 10.1

 

CONSULTING AGREEMENT

 

THIS AGREEMENT, dated as of March 17, 2016, between Still Goin Inc. (the "Consultant"), 1301 47th Ave NE St Petersburg, FL 33703, and Excelsis Investments Inc & Stealth Technologies/Mobile Dynamic Marketing Inc. ("The Company").

 

R E C I T A L S

 

WHEREAS, the Company desires to have the Consultant provide to the Company consulting services designed to assist the Company in growing its business regarding financial, governmental, managerial and marketing matters and to develop potential strategic relationships and alliances and the Consultant wishes to render such services, all as provided below.

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained in this Agreement, and of other consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

 

ARTICLE 1

 

CONSULTING SERVICES

 

1.1                Consulting Services

 

(a)

For the 24-month period commencing on the date of this Agreement (the "Effective Date"), the Consultant shall provide the Company with such regular and customary advice regarding financial, management, political and regulatory matters and potential strategic relationships and alliances as is reasonably requested by the Company, provided that the Consultant shall not be required to undertake duties not reasonably within the scope of the advisory services contemplated by this Agreement. It is understood and acknowledged by the Parties that the value of the Consultant's advice is not readily quantifiable, and that the Consultant shall be obligated to render advice upon the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in so doing. The Consultant's duties may include, but will not necessarily be limited to, providing recommendations concerning the following matters:

 

(a)                  Assisting and advising the Company in Capital Markets:

 

(i)                Review filing materials and contribute where required

 

(ii)              Structure and valuation analysis;

 

(iii)             Shareholder development strategies;

 

(iv)             Market maker introductions;

 

 

 

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(v)

Capital raise, introductions to investment bankers and funds;

 

(vi)

Investor Relations including marketing materials and conferences;

 

(vii)

Services may include assisting and advising the Company with Due Diligence and Document preparation requirements;

 

(viii)

Capital and Shareholder structure;

 

(ix)

And any other related materials to ensure regulatory compliancy as may be required from time to time.

 

 

1.2                Information

 

In connection with Consultant's activities on the Company's behalf, the Company will provide Consultant and will furnish Consultant with all necessary information and data concerning the Company which the Company reasonably believes appropriate to the performance of Consultant's services contemplated by this Agreement (all such information so furnished being the "Information, ) and will provide Consultant with reasonable access to the Company's officers, directors, employees, independent accountants and legal counsel. The Company recognizes and confirms that Consultant (i) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by the Agreement, without having independently verified same, (ii) does not assume responsibility for the accuracy or completeness of the Information and such other information and (iii) will not make an independent appraisal of any of the Company's assets. The Information to be furnished by the Company, when delivered, will be, to the best of the Company's knowledge, true and correct in all material respects and will not contain any material misstatements of fact or omit to state any material fact necessary to make the statements contained therein not misleading. The Company will promptly notify Consultant if it learns of any material inaccuracy or misstatement in, or material omission from any information thereto delivered to Agent. Consultant agrees to keep the Information confidential and only to release the Information with the consent of the Company. Upon termination of this Agreement for whatever reason, Consultant will return the Information (without keeping any copies thereof) forthwith on demand by the company.

 

1.3                 Compensation

 

 

In consideration for the services to be rendered by the Consultant to the Company pursuant to this Agreement, the Consultant shall be entitled to a total of 7.5% of the outstanding shares of unregistered common shares of the newly named public entity currently trading as EXSL, post reverse split to be issued in the following manner:

 

a.

2.5 percent upon execution of this Agreement;

 

b.

2.5 percent upon the effective of the registration statement to be filed by the Company to issue the shares;

 

c.

2.5 percent ninety days after the effectiveness of the registration statement.

 

 The Company shall register all of the shares issued or being issued pursuant to (a) and (b) above in a registration statement to be filed by the Company within 15 days after the execution

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 of this Agreement The number of shares of Common Stock shall be adjusted for stock splits, recapitalizations, change of control and fundamental transactions, but shall not contain any anti-dilution or price protection.

 

 

1.4                 Termination

 

a.      This Agreement can be terminated by either party on thirty (30) days written notice without cause

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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ARTICLE 2

 

REPRESENTATIONS

 

2.1                Company Representations

 

The Company has all requisite corporate power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws).

 

 

 

 

2.2                Consultant Representations

 

a.

Consultant has all requisite power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Consultant and constitutes a legal, valid and binding agreement of Consultant, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws).

 

b.

The Consultant acknowledges and represents that it is experienced in evaluating and investing in speculative, high risk and start-up companies and companies similar to the Company. The Consultant acknowledges and represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of financial transactions.

 

 

 

 

ARTICLE 3

 

INDEMNIFICATION

 

3.1                Indemnification

 

The Company agrees to indemnify and hold harmless Consultant, to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise, including,


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