Exhibit 10.45
Consulting Agreement - SKS Consulting
of South Florida Corp.
The Engagement
shall be effective for a period of twelve (12) months, commencing
on April 1, 2007 through March 31, 2008 (the “Term”)
between NS8 Corporation (“NS8” or the
“Company”) and SKS Consulting of South Florida Corp.
(“SKS”). Thereafter, the Engagement shall automatically
renew on a month-to-month basis, subject to the right of the
Company and/or SKS to terminate the agreement after the initial 12
month period by giving written notice to the other party of at
least thirty (30) days prior to the effective termination date
("Termination"). The Initial Term plus any automatic monthly
renewals up to the time of Termination shall hereinafter be
referred to as the “Term” or the “Term of the
Engagement”.
In
consideration for the services rendered by SKS to the Company
throughout the Term of Engagement, the Company shall compensate SKS
as follows:
NS8 agrees that
SKS’s daily remuneration will be $1,500 in cash paid on a
weekly basis for time actually spent working on the Company and
award SKS 100,000 shares per month or the period April 1, 2007
through March 31, 2008. In addition, SKS will receive 100,000
warrants per month @ $0.02/warrant for the same period. For that
amount, SKS will make available to the Company up to two weeks of
Mr. O’Leary’s or another Senior Consultant’s of
SKS time. As noted above, the cash remuneration will only be paid
for time actually spent working on the Company. It is anticipated
that this time will be spent at NS8 offices or elsewhere designated
such as investor meetings or sales & marketing
opportunities.
SKS will also
have the ability to earn additional warrants up to 500,000 warrant
shares at $0.04 per warrant share based upon the following
milestones:
|
Successful
organizational restructuring by May 31, 2007
|
125,000 warrant
shares
|
|
|
|
|
Successful
additional short-term financing by May 31, 2007
|
125,000 warrant
shares
|
|
|
|
|
Company at
monthly breakeven by December 31, 2007
|
125,000 warrant
shares
|
|
|
|
|
Stock price at
$0.06/share for a consecutive 30 day period
|
125,000 warrant
shares
|
|
|
|
|
Total
|
500,000 warrant
shares
|
Shares. For the time-based NS8 shares, the parties
agree to execute a separate share agreement (“Share
Agreement”) within 45 days of the start date of this signed
agreement. The share agreement will contain customary terms and
provisions for such an agreement, including, but not limited to,
provisions for a). “piggy-back” registration rights
related to upcoming registrations and b). an anti-dilution
clause.
Warrants . For the time-based $0.02 warrants and the
milestone $0.04 warrants in the event that any milestone warrants
become issuable to SKS in connection with any milestone event
hereunder, the parties agree to execute a separate warrant
agreement (“Warrant Agreement”) for the time-based
& milestone warrants within 45 days from the start date of this
signed agreement. The Warrant Agreement shall be for a term of 5
years from the date of issue and shall contain customary terms and
provisions for such an agreement, including, but not limited to,
provisions for a).“piggy-back” registration rights
related to any upcoming registrations b). an anti-dilution clause
and c). a net “cashless” exercise feature.
Expenses . In addition to any remuneration payable
hereunder, the Company shall reimburse SKS, promptly upon
submission of documentation evidencing such expenses, for all fees
and disbursements of SKS’s travel and out-of-pocket expenses
reasonably incurred in connection with the services performed by
SKS pursuant to this agreement, including without limitation,
airfare, hotel, car, food, and associated expenses. Said expenses
shal
