Consulting
Agreement
This is an
agreement dated and effective this ______th day of March 2009 by
and between International Investment Consulting Company S.A.
(hereinafter referred to as The Company ), whose address is
30, rue Dernier Sol, L-2543 Luxembourg and Edgewater Foods
International, Inc. (OTCBB: EDWT), whose address is 400
Professional Drive, Suite 310, Gaithersburg, MD 20879 (hereinafter
referred to as The Client ).
Recitals
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The
Client desires to obtain
consulting services from The Company as more particularly
described herein (“Scope of Services and Manner of
Performance”).
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The
Company is in the
business of providing such consulting services and has agreed to
provide the services on the terms and conditions set forth in this
agreement.
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Now, therefore,
in consideration of the faithful performance of the obligations set
forth herein and other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, The
Company and The Client hereby agree as
follows.
Terms
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Scope of
Services.
The Company will perform consulting for and on behalf of
The Client in relation to interactions with the press,
institutions, broker-dealers, shareholders and members of the
public, subject to the covenants set forth in Section 8 herein, and
will consult with The Client on matters pertaining to public
relations, corporate exposure/investor awareness, business modeling
and development and can perform services in Canada and Europe
including:
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Telephone
marketing/advertising campaigns
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web based
dissemination of Corporate Profile, business idea and corporate
news to target groups
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Newspaper and
media interviews
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Investor
conference calls
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Subject to the
covenants set forth in Section 8 herein, it is intended that The
Company will distribute company material to institutions,
portfolio managers, broker-dealers, financial advisors and other
persons whom The Company determines in its sole discretion,
are capable of disseminating such information to the general
public. The Company will also advise The
Client concerning marketing and promotional matters relating to
its business. Subject to the covenants set forth in
Section 8 herein, The Company will act upon The
Client’s behalf in the investment community, with
existing shareholders, and the public. It is expressly
agreed and acknowledged that The Company will not be
expected to provide investment advice or recommendations regarding
EDWT to anyone. The Company will focus on
contacting persons, generally through conventional communications
in order to familiarize them with information concerning
EDWT. Additionally, The Company shall be
available for advice and counsel to the officers and directors of
EDWT at such reasonable and convenient times and places as may be
mutually agreed upon. Except as aforesaid, the time,
place and manner of performance of the services hereunder,
including the amount of time allocated by The Company ,
shall be determined at the sole discretion of The Company
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Compensation. As compensation for The
Company’s services, EDWT shall issue options to purchase
common stock of EDWT exercisable at the following strike prices and
vesting schedule.
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Amount Strike
Price Vesting
Schedule
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50,000
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$ 0.15
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Vests
immediately
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50,000
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$ 0.20
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Vests
immediately
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50,000
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$ 0.25
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Vests
immediately
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50,000
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$ 0.30
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Vests
immediately
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75,000
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$ 0.35
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Vests
immediately
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75,000
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$ 0.40
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Vests
immediately
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75,000
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$ 0.45
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Vests
immediately
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75,000
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$ 0.50
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Vests
immediately
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200,000
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$ 0.55
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Vests
immediately
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200,000
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$ 0.60
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Vests
immediately
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500,000
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$ 0.80
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Vests
immediately
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800,000
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$ 1.00
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Vests
immediately
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1,000,000
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$ 1.20
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Vests
immediately
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EDWT agrees to
grant piggy back registration rights on the underlying share of
common stock for the warrants. The options shall be
exerciseable for a period of three years from the date of
vesting.
In the event of
termination of unexercised vested options expire 45 days from
termination.
Upon execution
of this agreement, EDWT shall immediately issue the Company
200,000 restricted shares of common stock. The full
200,000 shares shall be deemed earned by the Company upon
issuance, however will vest 50,000 per
quarter. EDWT agrees to grant piggy back
registration rights on the shares of common stock. The
filing of the registration statement shall have no bearing on the
Vesting Period requirements hereunder for the shares.
Beginning 120
days from the date of this agreement and the exercise
of at least 175,000 of the $.55 options, EDWT will pay
$10,000 per month on the first day of the month to The
Company until the end of the term of the agreement or until the
agreement is otherwise terminated pursuant to Section
12.
If the
Client receives financing, whether debt, equity or
otherwise, from a funding source introduced to it by the
Company in consultation with the Company, the Company
agrees to pay a Finder’s Fee to the Company as
follows: five (5%) percent of the first $2,000,000, four
(4%) of the next $2,000,000three (3%) percent of the next
$2,000,000, two (2%) percent of the next two million and one (1%)
percent of the balance of such financing over $8,000,000, assuming
such financing occurs within twenty four (24) months of the
introduction. Payment of the Finder’s Fee is
d
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