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This
Consulting Agreement (“the Agreement”) made
effective as of July 5, 2007 by and between Tix Corporation
with its principal offices at 12001 Ventura Place, Studio
City, Ca 91604, (the “Company”) and ARD Partners,
LLC (herein the “CONSULTANT”), with principal
offices at 9 Antastasia Ct., Palm Coast, Florida
32137.
In
consideration of the mutual covenants contained herein and on
the terms and conditions set forth below, the Company and
CONSULTANT hereby agree as follows:
Provision
of Services:
CONSULTANT
agrees to provide the services described below to the Company
and to place at the disposal of the Company its personnel,
services, and experience. Failure to perform these services
will be considered a material breach of the Agreement under
section 9.
CONSULTANT
will, at the Company’s request, assist with
introductions to, and relationship advisory assistance with,
sources of capital. CONSULTANT shall at no time act as a
broker, nor will CONSULTANT or any principal perform any
duties that require CONSULTANT or the individual to be a
licensed securities broker dealer, registered representative,
or registered investment advisor.
CONSULTANT
will, at the Company’s request, assist with researching,
drafting, and preparing financial forecasts for investor
relations purposes, business plans; and or presentation
materials for similar audiences.
CONSULTANT
will, at the Company’s request, provide advisory
assistance to the board with respect to issuance of
securities, capitalization and structural aspects of private
or public issuances of securities. Said advisory assistance
will be limited to non-negotiation type assistance where
CONSULTANT would not structure, value or solicit securities
offerings.
CONSULTANT’s
staff will, at the Company’s request, assist in
developing multimedia presentation materials and scheduling,
as well as facilitating introductions and direct meetings with
the financial community. CONSULTANT will at all times have at
least two full time executives available to assist the Company
in introductions to and relationship facilitation with members
of the financial community, for the purposes of disseminating
the Company’s story to the public.
CONSULTANT
will introduce the Company to top tier sell-side analysts,
institutional buyers that include small-cap fund managers, and
growth mutual funds and money managers once a listing on
NASDAQ small capitalization exchange is achieved.
CONSULTANT
will, at the Company’s request, provide advisory
assistance to the Company and its board of directors for all
aspects of the Company’s NASDAQ small capitalization
exchange application and listing.
Base
Compensation:
The
Company agrees to issue to CONSULTANT 200,000 unregistered
shares of its common stock. These shares will be delivered as
soon as possible utilizing best efforts of the
Company.
The
Company shall also pay at or around the first of each month a
monthly cash fee to CONSULTANT of three thousand dollars
($3,000.00) commencing July 1, 2007 and ending June 30,
2009.
Registration
Rights Provision
If
Company files a Registration Statement during period of this
contract Consultant requests piggy back rights on the
Registration Statement.
Liability:
In
no event shall either party be liable for any punitive,
incidental or consequential damages to the other party, its
stockholders, creditors, or any other person or entity, even
if advised of the possibility thereof.
It
is further understood and agreed that as CONSULTANT will rely
upon the information furnished by the Company to it, the
Company will use its commercially reasonable best efforts to
provide to CONSULTANT material information that is accurate
and reliable.
CONSULTANT
acknowledges that it will come into possession of material
non-public information about the Company. Accordingly,
CONSULTANT will not trade (or cause or encourage in any
fashion any third party to trade) in any securities of the
other party while in possession of any such non-public
information regarding the Company.
In
the event that CONSULTANT buys and/or sells shares of the
Company’s common stock during the term of this
Agreement, CONSULTANT for itself, its heirs, executors,
administrators and assigns, agrees to forever release,
quitclaim and discharge the Company, its predecessors and
successors, present and former affiliates, subsidiaries,
parent corporations, legal representatives, principals,
officers, directors, insurers and employees, from each and
every present, past and future claim, debt, demand, judgment,
cause of action, responsibility and liability of every kind
and character whatsoever, known or unknown, suspected or
unsuspected, now existing or which may hereafter arise arising
out of or related to such purchase or sale by CONSULTANT of
shares of the Company’s common stock.
Other
Activities of CONSULTANT: The Company recognizes that
CONSULTANT now renders and may continue to render management
and other services to other companies which may or may not
have policies and conduct activities similar to those of the
Company. CONSULTANT shall be free to render such advice and
other services and the Company hereby consents thereto.
CONSULTANT shall not be required to devote its full time and
attention to the performance of its duties under this
Agreement, but shall devote only so much of its time and
attention as it and the Company deem necessary.
Control:
Nothing contained herein shall be deemed to require the
Company to take any action contrary to its Certificate of
Incorporation, By-Laws, any applicable statute, rule (as
defined herein), or any Rules of any Regulators, or to deprive
the Company’s Board of Directors of its
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