Exhibit 10.1
CONSULTING SERVICES AGREEMENT
THIS CONSULTING
SERVICES AGREEMENT (the “Agreement”) is entered into on
October 30, 2009 between Lake Victoria Mining Company, Inc.
(LVCA) (“Company”), having its principle address
at 1781 Larkspur Drive, Golden, Colorado 80401 and Stocks That Move
or nominee Kim Davis - to whom the stock is to be issued - having
its principal address at 9060 Equuis Circle, Boynton Beach FL 33437
(“Consultant”).
WHEREAS, the Company desires to retain the services of Consultant
as described herein and Consultant desires to provide such services
for the consideration set forth below and for such other mutual
promises and consideration received the Company and Consultant
hereby enter into this Agreement as follows:
1. Services
. The Company retains Consultant to render to the
Company the following services (the “Services”):
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a)
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Consultant will
provide all public relations, and advisory, and consulting services
to the Company in conjunction with the development of the
Company’s marketing plan, business plan, and goals.
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b)
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Consultant shall
provide advisory and consulting services alternatives for
maximizing the Company’s exposure to, and penetration of, its
target market.
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c)
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In consultation
with the Company, Consultant shall schedule and arrange meetings
and conferences, in person, by telephone, or other media, for the
Company’s representatives and such third parties as the
Consultant believes will further the purposes of this
Agreement. Said meetings and conferences shall be with
representatives of potential strategic partners of the Company,
marketing and media representatives and representatives of
investment and banking advisory services.
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d)
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It is expressly agreed herein that the Company
shall be responsible for all reasonable costs and necessary
expenses incurred by Consultant, including travel, mileage,
duplicating and communication expenses. The Company shall reimburse
Consultant for all such expenses with thirty (30) days, subject to
submission by Consultant of reasonably satisfactory documentation.
Consultant shall be required to receive prior written approval from
the Company’s Chief Financial Officer or a member of the
Board.
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2.
Compensation . As consideration for
Consultant’s performance of the Services, the Company agrees
to issue to nominee Kim Davis, One Million, Four Hundred, Fifty
Thousand (1,450,000) shares of the Company’s restricted
common stock upon the signing of this contract. Further,
if requested by Consultant or nominee, the Company shall at its
sole expense, provide Consultant with a written legal opinion
regarding the tradability of such stock upon the termination of the
period of restriction. The Company and Consultant agree
to the following:
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Consultant shall be
entitled to “piggy-back” registration rights for the
Shares on all registrations of the Company, except for
registrations filed on Form S-4 or Form S-8, or on any demand
registrations of any other investor subject to the right, however,
of the Company and its underwriters to reduce the number of shares
proposed to be registered pro rata in view of market
conditions. The Company shall bear registration expenses
(exclusive of underwriting discounts and commissions) of all such
demands, piggy-backs, and S-3 or SB-2 registrations; and
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The following
legend (or a legend substantially in the following form) shall be
placed on certificates representing the Shares issued pursuant to
this Section 2:
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THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD,
DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR
DISPOSED OF UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS
COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, OR (B)
THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE
HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS
CORPORATION) STATING THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
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Additionally, the
Consultant understands that at the present time Rule 144
promulgated under the Securities Act may not be relied upon for the
resale or distribution of the securities issued pursuant to this
Section 2, except and unless as to Rule 144(k) should Rule 144(k)
become applicable to the Consultant, because the Company does not
file current or periodic reports with the Securities and Exchange
Commission or make information about the Company publicly
available. Moreover, there can be no assurance that the
Company will in the future file such reports or make publicly
available such information.
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3. Term and
Termination . Subject to earlier termination, the
term of this agreement shall begin on the date set forth above and
will continue in full force and effect for a period of twelve (12)
months.
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