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Exhibit 10.34
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement
(“Agreement”) is made as of the __2nd day of January,
2007 to the _29th day of February, 2008, by and between Daybreak
Oil and Gas, Inc., (“Daybreak”), a Washington
corporation, and Timothy R. Lindsey, doing business as Lindsey
Energy and Natural Resources (“Consultant”), 18331
Langsbury Drive, Houston, Texas 77084.
Whereas , Daybreak desires to be assured of the
association and services of the Consultant in order to avail itself
of the Consultant’s experience, skills, abilities, knowledge
and background to facilitate long range strategic planning and to
advise Daybreak in business and/or exploration matters,
and
Whereas , Daybreak wishes to engage Consultant to provide
advisory and other services for Daybreak and Consultant wishes to
accept such engagement, all on the terms and conditions set forth
herein.
Whereas , the Board of Directors of the Company considers
it to be in the best interests of the Company to enter into this
Agreement with the Consultant and this Agreement has been duly
approved by the Board of Directors of the Company;
Now therefore , in consideration of the mutual promises
herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.
Engagement. Daybreak hereby engages
the Consultant on a non-exclusive basis, and the Consultant hereby
accepts the engagement, to become a consultant to Daybreak and to
render such advice, consultation, information, and services to the
directors and officers of Daybreak regarding the exploration for
and production of gas and oil energy including but not limited
to:
(a) assess
current capital allocation in existing exploration and
production operations and to identify and develop future core
areas for growth;
(b) create
strategic exploration, acquisition, exploitation and
development portfolio and to balance capital spending to
enhance current financial returns while providing significant
future reserves and production growth;
(c) review
and interpret physical data such as maps, seismic sections,
digital data bases, drilling reports, well files, gravity
surveys, geochemical surveys and regional maps;
and
(d) carry
out exploration work in order to ascertain whether particular
projects contain commercially exploitable gas and oil
resources and make recommendations to the Board of Directors
and officers of the Company.
CONSULTING SERVICES
AGREEMENT
The
Consultant will report to the person or positions designated
by the Company to whom the Consultant will be reporting and
will discharge such duties and responsibilities as are
assigned to the Consultant from time to time.
2.
Term. The term of this Agreement
shall commence on February ____, 2007 and continue in effect
until February ____, 2008. Notwithstanding the
foregoing, this Agreement may be terminated prior to the end
of the term by either Daybreak or Consultant, for any reason
or for no reason, upon thirty (30) days written notice to the
other party. In the event of termination,
Consultant shall be entitled to all fees and other
consideration contained in this Agreement earned and accrued
to the effective date of termination.
3.
Compensation.
(a) Monetary. In
exchange for his commitment to provide services to Daybreak
under Section One above, Daybreak agrees to pay Consultant a
daily work rate in the amount of One Thousand Five Hundred
Dollars ($1,500.00) per day rate plus out of pocket
expenses.
The
Consultant shall submit invoices to the Corporation for each
month or portion thereof for which services are provided
during the period covered by the invoice and also including
any proper claim for travel expenses. Each invoice
shall indicate the period covered, the month or portion of a
month worked, the rate and the total charge for consulting
services.
The
Company will reimburse the Consultant, at actual cost, for
out-of-pocket expenses incurred in accordance with the
Corporation’s standard practice for the reimbursement of
reasonable travel expenses incurred by its contractors or its
own personnel. The Corporation will also reimburse
the Consultant for any reasonable long distance telephone, fax
or photocopying charges incurred by the
Consultant. Expenses claimed must be supported by
the applicable receipts.
(b)
Restricted Shares.
(i)
Grant and Issuance . As consideration for
Consultant’s employment with Daybreak, Daybreak grants
and issues to Consultant Two Hundred Thousand (200,000)
unregistered and restricted common shares of its stock valued
at $1.00 per share (“Granted
Shares”). In addition, the term
“Granted Shares” shall include any shares of stock
received by Consultant from any stock split, stock dividend,
combination of shares, or any other change or exchange for
other securities by reclassification, reorganization, merger,
consolidation, recapitalization, or otherwise, derived from
the Two Hundred Thousand (200,000) unregistered and restricted
common shares granted and issued pursuant to Section 3.b of
this Agreement. The Company acknowledges that the
shares of Common Stock to be issued pursuant to this Agreement
(collectively the “Shares”) have not been
registered under the Securities Act of 1933 (the
“Act”), and accordingly are “restricted
shares” within the meaning of Rule 144 of the
Act. The Shares shall be restricted and as such the
Shares may not be resold or transferred unless the Company has
received an opinion of counsel reasonably satisfactory to the
Company that such resale or transfer is exempt from the
registration requirements of the Act.
CONSULTING SERVICES
AGREEMENT
(ii)
Rights as Shareholder . During the term of
this Agreement, Consultant will have all the rights of a
shareholder with respect to Granted Shares, including the
right to vote them and to receive all dividends and other
distributions paid with respect to them, provided however that
the shares shall be subject to the restrictions provided for
in Section 3.b of this Agreement.
(iii)
Not Transferable . Consultant may not
sell, exchange, transfer, pledge, hypothecated, or otherwise
dispose of (“Transfer”) Granted Shares to anyone
other than Daybreak during the term of this Agreement, and
Granted Shares may only be Transferred to Daybreak if
Consultant forfeits Granted Shares pursuant to Section 3.b.iv
of this Agreement.
(iv)
Forfeiture . If Consultant’s
employment is terminated, except as provided below, either by
Consultant or by Daybreak prior to the expiration of the term
of this Agreement, Consultant shall forfeit and endorse over
to Daybreak a proportionate number of Granted Shares based
upon the number of months remaining on the term of this
Agreement as compared to the entire term of this
Agreement. If Consultant’s employment is
terminated prior to the end of a month, it is shall be
presumed that the month of termination is a remaining month on
the term of this Agreement.
Example
1. The term of this Agreement is twelve (12)
months. If Consultant’s employment is
terminated effective as of the end of the fifth month of
employment, Consultant has completed five (5) months of
employment and
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