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CONSULTING SERVICES AGREEMENT

Consulting Services Agreement

CONSULTING SERVICES AGREEMENT | Document Parties: LAKE VICTORIA MINING COMPANY, INC. You are currently viewing:
This Consulting Services Agreement involves

LAKE VICTORIA MINING COMPANY, INC.

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Title: CONSULTING SERVICES AGREEMENT
Governing Law: Florida     Date: 11/23/2009

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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”):

 

a)  

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.

 

b)  

Consultant shall provide advisory and consulting services alternatives for maximizing the Company’s exposure to, and penetration of, its target market.

 

c)  

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.

 

d)

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.

 

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:

 

 

 

 


 

 

(i)  

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

 

(ii)  

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:

 

 

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.

 

 

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.

 

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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