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MERGERS AND ACQUISITIONS CONSULTING AGREEMENT
Mergers
and Acquisitions Consulting Agreement made this 1st day of
July, 2008 by and between Emvelco Corp. (the "Company"), a
Delaware corporation with an address at 10990 Wilshire Blvd.,
Suite 1220., Los Angeles, California and TransGlobal Financial
LLC, a California limited liability company with a mailing
address at 2934 Beverly Glen Circle, #276, Bel Air, CA 90077
(the "Consultant")
WITNESSETH:
A.
The
Company desires to engage the services of the Consultant for
purposes of assisting the Company in identifying, evaluating
and structuring mergers, consolidations, acquisitions, joint
ventures and strategic alliances in energy related
businesses.
B.
Consultant
is desirous of performing such services on behalf of the
Company and desires to be engaged and retained by the Company
upon the terms and conditions provided for
herein.
NOW,
THEREFORE, in consideration of the recitals, promises and
conditions in this Agreement, the Consultant and the Company
agree as follows:
1.
Consulting Services .
The Company hereby retains the Consultant on a non- exclusive but
priority basis, and exclusive basis with regards to those specific
services on Transactions (as defined below) and the Consultant
accepts such retention for the following functions, services and
duties:
1.1
Acquisition Consulting Services .
The Consultant agrees that during the term of this Agreement it
will assist the Company in the identification, evaluation,
structuring, negotiating and closing of business acquisitions,
whether in the form of asset purchases, stock purchases, mergers,
consolidations, joint ventures, strategic alliances or otherwise
(“Transactions”).
1.2
Conditions
of Compensation. Compensation
shall be paid only in connection with
Transactions:
1.2.1
proposed
by the Consultant and accepted and actually undertaken by the
Company. The Consultant shall be free to offer the same
Transaction to others if the Company does not accept it within
ten (10) business days or is not able to prove financial
capability of undertaking the Transaction in 21 days after
accepting it; and
1.2.2
that
the Company requests the Consultant’s assistance in
writing.
1.3
The
Transactions that the Consultant has been engaged in prior to
the execution of this Agreement are: Laud Petroleum, Perm,
Russia; SRC Biodiesel Refinery, Houston, Texas and Thermal
Solar Generation Projects, Cyprus and Turkey.
2.
Term .
The term of this Consulting Agreement shall be for a five (5) year
period commencing on the date hereof.
3.
Compensation .
3.1
As
full consideration for the services to be provided pursuant to
paragraph 1 of this Agreement, the Consultant shall be
entitled to have a 20% carried interest in any Transaction
closed by the Company, subject to 1.2 above. At the
Consultant’s sole option, compensation may be paid in
restricted Company stock in an amount equal to 20% of any
transaction’s value undertaken by the Company pursuant
to paragraph 1 above. Transaction value shall be the market
value on the day of the closing of stock, cash; assets and all
other property (real or personal) exchanged or received,
directly or indirectly by the Company or any of its security
holders in connection with any such transaction.
3.2
The
obligation of the Company to pay the fees described in
subparagraph 3 of this Agreement shall be absolute and
unconditional as long Consultant performs its obligations
under this Agreement, and shall be payable without offset,
deduction or claim of any kind or character. In the event that
this Agreement shall not be renewed or if terminated for any
reason, notwithstanding any such non-renewal or termination,
Consultant shall be entitled to a full fee as provided under
paragraph 3.1 and expense reimbursement as provided in
paragraph 4 hereof, for any transaction for which the
discussions were initiated during the term of this Agreement
and which is consummated within a period of eighteen months
after non-renewal or termination of this
Agreement.
3.3
The
Company hereby acknowledges and consents that Consultant may
receive additional fees or other compensation from one or more
of the lenders, subscribers, customers, investors or parties
to any transaction described in this Agreement or any sources
of funding identified by Consultant, for various services
which may include, in part, services related to this
Agreement.
3.4
The
Company hereby acknowledges and consents that Consultant may
receive additional fees or other compensation from one or more
of the lenders, subscribers, customers, investors or parties
to any transaction described in this Agreement or any sources
of funding identified by Consultant, for various services
which may include, in part, services related to this
Agreement.
4.
Expenses .
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