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Consulting Services Agreement

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 This Consulting Services Agreement involves

BBOOTH, INC. | bBooth, Inc

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Title: CONSULTING AGREEMENT
Governing Law: California     Date: 8/15/2016
Industry: Personal Services     Sector: Services

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EXHIBIT 10.1

 

CONSULTING AGREEMENT

 

THIS CONSULTING AGREEMENT (this “ Agreement ”) is made and entered into as of August 8, 2016, by and between International Monetary (“ Consultant ”), a California corporation, and bBooth, Inc. (“ Company ”), a public corporation (OTCQB: BBTH).

 

NOW, THEREFORE, for and in consideration of the mutual promises herein contained and the benefits that have and will inure to each of the parties hereto, the parties hereto do agree as follows:

 

1. Services. Subject to the terms and conditions of this Agreement, Consultant agrees to perform for Company the following services:

 

 

A.

Provide capital formation services in identifying and coordinating with micro/small cap broker dealers, underwriters, funds, institutional investors and other capital sources for equity capital, debt financing, and OTC securities’ loans;

 

 

 

 

B.

Business development services including corporate planning, sourcing, negotiations, and the formation of relationships with potential strategic investors/business partners/alliances/M&A candidates and other general consulting needs as expressed by Company;

 

 

 

 

C.

Provide corporate and management services to Company’s senior management team, including, but not limited to, strategy, finance, review financials, public filings, shareholder relations/corporate communications, and other professional services;

 

 

 

 

D.

Identify and coordinate with securities analysts in Company’s industry and opt-in investor awareness platforms providing recommendations through research reports, newsletters, and online financial exchanges;

 

 

 

 

E.

Identify and direct affiliates who specialize in public/investor relations thru financial media to the investment community through social networking, digital marketing, and other online communications;

 

 

 

 

F.

Plan and organize meetings, road shows and calls with broker/dealers and individual brokers able to participate in penny stocks;

 

 

 

 

G.

Guidance and assistance in other available alternatives to maximize shareholder value with a concentrated focus on assisting with specific corporate governance requirements for an up listing to a major listed exchange (NYSE Amex or Nasdaq).

 

Such services are hereinafter referred to as “ Services .” Company agrees that Consultant shall have ready access to Company’s staff and resources as necessary to perform the Consultant’s Services provided for by this Agreement. Company agrees that the cost of legal, accounting, investor relations and Director services are the responsibility of the Company and not of the Consultant. Consultant and its members, principles, employees and agents are not officers or directors of the Company. Consultant shall have no power to bind Company to any contract or obligation or to transact any business in Company’s name or on behalf of Company in any manner.

 

 

 

 

Consultant, as part of this Agreement, will consult with the Company with respect to its capital raising efforts, advising the Company on capital raising strategies, and introducing and referring the Company to its retail/institutional capital sources (i.e.: funds, family offices, broker dealers, investment banks, underwriters, accredited investors, etc. referred to herein as “Contacts”) on a best-efforts basis. Consultant will not provide the services of a broker, and Company acknowledges that it is not engaging Consultant as a registered broker-dealer under Section 15A of the U.S. Securities Exchange Act of 1934, or any similar state law, and that Consultant cannot, and shall not be required hereunder to, engage in the offer or sale of securities for or on behalf of the Company. While Consultant has preexisting relationships with Contacts, Consultant’s participation in any actual or proposed offer or sale of Company securities shall be limited to that of an advisor to the Company and, if applicable, a “finder” of accredited investors, underwriters and funds. The Company acknowledges and agrees that the solicitation and consummation of any purchases of the Company’s securities shall be handled by the Company and/or any other licensed firms engaged by the Company for such purposes. Consultant will determine the method, details, and means of performing the services.

 

It is expressly understood and agreed by Company that, in reliance upon Company’s representations, warranties and covenants contained herein, immediately upon execution and delivery of this Agreement by Company, Consultant is setting aside and allocating for the benefit of Company valuable resources (including, without limitation, capital and reservation of work schedules of employees) required to fulfill Consultant’s obligations described in Item 1, above. In doing so, Consultant agrees to forebear from undertaking other opportunities and commitments (that would result in enrichment to Consultant) in order to be available to provide Company the services contemplated by this Agreement.

 

2. Period of Performance. The Company shall hire Consultant for a period of six (6) months commencing on the date hereof, unless earlier terminated pursuant to the terms of this Agreement, see Item 6, below. The Agreement may also be extended for additional time periods, upon agreement by both parties.

 

3. Exclusivity, Performance and Confidentiality. The services of Consultant hereunder shall not be exclusive, and Consultant and its agents may perform similar or different services for other persons or entities whether or not they are competitors of Company. The Consultant agrees that it will, at all times, faithfully and in a professional manner perform all of the duties that may be reasonably required of the Consultant pursuant to the terms of this Agreement. Consultant shall be required to expend only such time as is necessary to service Company in a commercially reasonable manner. The Consultant does not guarantee that its efforts will have any impact upon the Company’s business or that there will be any specific result or improvement from the Consultant’s efforts. Consultant acknowledges and agrees that confidential and valuable information proprietary to Company and obtained during its engagement by the Company, shall not be, directly or indirectly, disclosed without the prior express written consent of the Company, unless and until such information is otherwise known to the public generally or is not otherwise secret and confidential.

 

 

 

 

4. Compensation for Services. Company agrees to compensate Consultant for Services with a monthly fee (the “Management Fee”) in the amount of five thousand ($5,000) dollars for Services, payable on the 1st of each month for such month’s services, or if such date is not a business day on the next business day thereafter (the “Payment Date”) during the Period of Performance. The initial cash payment of $5,000 and any subsequent payments will begin to accrue immediately upon execution of this agreement and will be payable to Consultant once initial capital is raised thru Company financing. In addition, Company agrees to compensate Consultant for Services in the amount of one million six hundred thousand (1,600,000) shares of Company’s common stock with the first allotment of 800,000 shares (referred to as “vested shares”) payable on the date hereof, and the second allotment of 800,000 shares (referred to as “unvested shares) due and payable ninety (90) days from the date hereof. The shares issued to the Consultant shall have the status of “restricted” securities as the term is defined by Rule 144 under the Securities Act of 1933, as amended. These shares are non-cancelable and shall have piggyback registration rights upon the first SEC registration filed by the Client. If there is no registration filed, Company agrees to provide legal opinion of counsel and clear certificates under rule 144 six (6) months from the effective date of this Agreement.

 

The Shares, when issued as directed by Consultant, will be duly authorized, validly issued and outstanding, fully paid and non-assessable, and will not be subject to any liens or encumbrances.

 

Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions.

 

After careful review and extensive discussions and negotiations between Company and Consultant and their advisors, Company agrees that, when received by Consultant, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Company further acknowledges and agrees that said consideration is earned by Consultant: (1) upon Company’s execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultant’s agreement to make its resources available to serve Company and as further described in the Preliminary St


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