Exhibit
10.2
CONSULTING SERVICES
AGREEMENT
This Consulting
Services Agreement (the “Agreement”) is made and
entered into as of the 15 th day of
September 2009, by and between Searchlight Partners, LLC, a Florida
limited liability company (“Consultant”) and Kesselring
Holding Corporation, a Delaware corporation and its
successors-in-interest (“Client”).
Client hereby
engages and retains Consultant as a Business Consultant for and on
behalf of Client, its subsidiaries and its affiliated companies
(collectively, “Affiliates”) to perform the Services
(as that term is hereinafter defined) and Consultant hereby accepts
such appointment on the terms and subject to the conditions
hereinafter set forth and agrees to use its best efforts in
providing such Services.
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Consultant
shall be, and in all respects be deemed to be, an independent
contractor in the performance of its duties hereunder, any law of
any jurisdiction to the contrary notwithstanding.
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Consultant
shall not, by reason of this Agreement or the performance of the
Services, be or be deemed to be, an employee, agent, partner,
co-venturer or controlling person of Client, and Consultant shall
have no power to enter into any agreement on behalf of or otherwise
bind Client.
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Consultant
shall not have or be deemed to have, fiduciary obligations or
duties to Client or its Affiliates and shall be free to pursue,
conduct and carry on for its own account (or for the account of
others) such activities, employments, ventures, businesses and
other pursuits as Consultant in its sole, absolute and unfettered
discretion, may elect.
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As
Client’s Business Consultant, Consultant agrees to provide
the following consulting services (collectively the
“Services”):
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Assisting
Client in its negotiations with various creditors and other third
parties related to a proposed restructuring of Client’s debt
and obligations.
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Advising Client
and its management with respect to various corporate and
operational restructuring issues related to Client’s and/or
its Affiliates’ businesses.
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Advising Client
in their negotiations with one or more individuals, firms or
entities (the “Candidate(s)”) who may have an interest
in pursuing a form of Business Combination with Client and/or its
Affiliates or providing investment capital in the form of debt
and/or equity financing. As used in this letter, the
term “Business Combination” shall be deemed to mean any
form of merger, acquisition, joint venture, licensing agreement,
product sales and/or marketing, distribution, combination and/or
consolidation, etc. involving Client and/or any of its Affiliates
and any other person or entity.
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Assisting
Client in meeting its public company-related filings with the
SEC.
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Assisting
Client in efforts to seek additional business and business
relationships that will be of benefit to Client and its
Affiliates.
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Evaluating,
structuring and advising Client and its Affiliates in connection
with potential merger and acquisition transactions and other
activities related to maximizing shareholder value.
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Assisting
Client and its Affiliates in locating and engaging certain
professionals, including various officer positions and additional
members of their respective Board of Directors, as well as
negotiating employment-related contracts.
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Advising Client
regarding company operations, staffing, strategy, and other issues
related to building shareholder value.
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Best
Efforts. Consultant shall devote such time and best
effort to the affairs of Client as is reasonable and adequate to
render the Services contemplated by this
Agreement. Consultant is not responsible for the
performance of any services that may be rendered hereunder without
Client providing the necessary information in writing prior
thereto, nor shall Consultant include any services that constitute
the rendering of any legal opinions or performance of work that is
in the ordinary purview of the Certified Public
Accountant. Consultant cannot guarantee results on
behalf of Client, but shall pursue all reasonable avenues available
through its network of contacts. At such time as an
interest is expressed by a third party in Client’s needs,
Consultant shall notify Client and advise it as to the source of
such interest and any terms and conditions of such
interest. The acceptance and consumption of any
transaction is subject to acceptance of the terms and conditions by
Client. It is understood that a portion of the
compensation paid hereunder is being paid by Client to have
Consultant remain available to advise it on transactions on an
as-needed basis.
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It is expressly
agreed and understood that Consultant’s compensation as
provided in this Agreement does not include normal and reasonable
out-of-pocket expenses. The expenses described in this
paragraph shall be reimbursed by Client independent of any fees
described in the section below titled,
“COMPENSATION.”
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“Normal
and reasonable out-of-pocket expenses” shall include but are
not limited to: accounting, express mail, travel (including:
airfare, hotel lodging and meals, transportation, etc.), and other
costs involved in the execution of Consultant’s Services
under this Agreement.
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Client also
agrees to pay its own and Consultant’s legal expenses in
connection with:
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Consultant’s services under this
Agreement, and
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Any
registration of the Engagement Stock as provided in Section V
below.
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Consultant
shall not incur any expense in excess of one thousand dollars
($1,000) without Client’s prior written consent, which
consent shall not unreasonably be withheld.
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Client hereby
agrees to compensate Consultant promptly upon receipt of an expense
invoice from Consultant. Whenever feasible, Consultant
will request advance payment of approved expenses. The
reimbursement for expenses shall not be subject to any maximum
allocation, and shall be fully reimbursed.
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In
consideration for the Services, Client agrees that Consultant
and/or its assigns shall be entitled to compensation as
follows:
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Monthly
Advisory Fees. Client shall pay to Consultant, in
advance, a monthly fee of Three Thousand Dollars ($3,000.00 USD)
(the “Monthly Advisory Fees”) with the first payment
being due and payable on the date of this
Agreement. Thereafter, the Monthly Advisory Fees are due
and payable on the 30 th day of
each month. The Monthly Advisory Fees are exclusive of
the other compensation and reimbursable pre-approved expenses
elsewhere provided in this Agreement. Said Monthly
Advisory Fees shall continue for the Initial Term, or shall end
upon proper termination of this Agreement according to the section
below titled, “TERM AND TERMINATION”. In
addition to the foregoing Monthly Advisory Fees, should Client
request that any principal of the Consultant travel to perform any
task contemplated by this Agreement, Consultant will receive an
additional fee of $250 per day per principal payable at the time
and as part of the next Monthly Advisory Fee that is
due.
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Engagement
Warrants. In
addition, Consultant or its assigns will be granted Warrants to
purchase One Million (1,000,000) shares of Common Stock of the
Company for an aggregate price equal to one cent ($0.01) per share
(the “Engagement Warrants”). The Engagement
Warrants shall vest according to the following schedule: Fifty
percent (50%) upon the execution of this Agreement and Fifty
percent (50%) on the ninety-first (91 st ) day
after the execution of this Agreement. The specific
terms and conditions of the Engagement Warrants will be set forth
on the attached Exhibit “A” . Concurrent
with the execution of this Agreement, Client shall immediately
execute the Engagement Warrants and deliver such Engagement
Warrants to Consultant.
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King
Bros.-related Bonus . In the event that the Company or
its shareholders consummates a merger, acquisition, sale, or
similar transaction involving the King Bros. subsidiary during the
Term of the Agreement or within one hundred and eighty (180) days
after the termination of the Agreement, Client shall pay such
additional compensation to Consultant, at the time of the closing
of such transaction, a cash bonus equal to Seventy-Five Thousand
Dollars ($75,000).
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Other
Business Combination or Financing Bonus . In the event that Client, its
Affiliates or shareholders consummates any other type of Business
Combination (e.g., a merger, acquisition, sale, joint venture,
combination, consolidation, debt or equity investment or financing,
etc. involving Client and/or any of its Affiliates and any other
entity) during the Term of the Agreement or within one hundred and
eighty (180) days after the termination of the Agreement, Client
and Consultant shall mutually agree, prior to the consummation of
any such Business Combination, on additional related bonus
compensation to be paid to Consultant.
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Office
Maintenance. In order to facilitate the Services
being rendered for Client, Client agrees to provide Consultant the
use of the office space located at 1956 Main Street, Sarasota,
Florida, for the period of time that this Agreement remains in
effect, at no charge to Consultant.
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REPRESENTATIONS, WARRANTIES AND
COVENANTS
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Execution. The execution, delivery and
performance of this Agreement, in the time and manner herein
specified, will not conflict with, result in a breach of, or
constitute a default under any existing agreement, indenture, or
other instrument to which either Client or Consultant is a party or
by which either entity may be bound or affected.
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Non-Circumvention. Client hereby irrevocably agrees not
to circumvent, avoid, bypass, or obviate, directly or indirectly,
the intent of this Agreement, including avoiding payment of fees or
other compensation to Consultant or its affiliates in connection
with any transaction involving any corporation, partnership,
individual, or other entity introduced by Consultant to Client
and/or its Affiliates.
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Timely
Apprisals. Client shall keep Consultant up to
date and apprised of all business market and legal developments
related to Client and its operations and management.
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Corporate
Authority. Both Client and Consultant have full
legal authority to enter into this Agreement and to perform
th
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