SCIENTIFIC ADVISORY
BOARD
CONSULTING
AGREEMENT
This Scientific
Advisory Board Consulting Agreement (the “
Agreement ”) is made as of this ______ day of
March, 2009, between Shrink Technologies, Inc., a California
corporation (the " Company "), and Dr. Michelle Khine
(the " Consultant ") and shall be effective upon
execution by the Company and the Consultant (the " Effective
Date "). The Company and the Consultant are collectively
referred to herein as the “Parties.”
The Consultant
is the principal inventor of the technology which the Company has
licensing rights to and has been involved in scientific research in
fields of particular interest to the Company. The
Company wishes to retain the Consultant in a consulting capacity
and as a member of one or more panels of the Company's Scientific
Advisory Board (the “ SAB ”) and the
Consultant desires to perform such consulting services.
Accordingly, the Parties agree as follows:
1.
Services . The Consultant will advise the
Company's management, employees and agents, at reasonable times, in
matters related to the relevant field of interest (“
Field of Interest ”), as requested by the
Company and set forth in Exhibit A attached hereto.Consultant will
provide consulting services, which shall amount to not more than
twenty (20) days per annum, as reasonably requested by the Company
and as the Consultant’s schedule permits. Consultation may be
sought by the Company over the telephone, in person, at the
Company's offices or another reasonable location or through written
correspondence, and will involve reviewing activities and
developments in the Field of Interest. Additionally,
Consultant may be requested to attend, to the extent
Consultant’s schedule permits, one or more in person meetings
with other members of a Panel or the SAB, upon reasonable notice
being given to the Consultant, in keeping with the terms of this
Agreement.
2.
Term and Termination . The term of this Agreement
will begin on the Effective Date of this Agreement and will end on
the four year anniversary (based on a 360 day year containing four
(4) ninety (90) day quarterly periods) of this Agreement or upon
earlier termination as provided below (the " Term ");
provided that the Term may be renewed, by mutual assent by the
Parties, for successive one-year periods. This Agreement may be
terminated at any time upon sixty (60) days written notice by
either party. The Consultant agrees, following the
termination of this Agreement or upon earlier request by the
Company, to promptly return all drawings, tracings, and all visual
or written materials in the Consultant’s possession that were
supplied by the Company in conjunction with the Consultant’s
consulting services under this Agreement, or generated by the
Consultant in the performance of consulting services under this
Agreement.
3.
Compensation . Immediately following an acquisition transaction
with AudioStocks, Inc. (“ AUIO ”), a
Delaware corporation (NASDAQ: AUIO), exclusive of the
Signature Bonus (the “ Signature Bonus ”
described below) the right, title and interest in the Compensation
discussed in this Section 3 shall be earned, vest and be due and
payable, during the Term, in equal quarterly amounts, on the first
day of the quarterly period immediately subsequent to a quarterly
period in which this Agreement was effective. The
Consultant shall be compensated for services rendered as set
follows:
3.1 200,000
common shares of AUIO as a
Signature Bonus, earned on the 180 th day of the Term.
3.2 Beginning
on the first day of every quarterly period which this Agreement is
effective (“ Option Exercise Start ”) and
ending twenty-four months thereafter (“ Option Exercise
End ”), for any such respective quarterly period,
Consultant shall have the right to purchase up to 25,000 restricted
common shares (“ Quarterly Allotment ”)
of the Company’s stock at the closing market price for the
Company’s common shares on the first day such an option may
be exercised (the “ Exercise Price
”). Consultant understands that any restricted
shares, and any securities issued in respect thereof, shall bear
the following legend:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED,
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
3.3 The
Company shall reimburse the Consultant for all pre-approved and
reasonable expenses incurred in the performance of this
Agreement.
4.
Certain Other Contracts . The Consultant will not
disclose to the Company any information that the Consultant is
obligated to keep secret pursuant to an existing confidentiality
agreement with a third party, and nothing in this Agreement will
impose any obligation on the Consultant to the
contrary. The consulting work performed hereunder will
not be conducted on time that is required to be devoted to any
other third party. The Consultant shall not use the funding,
resources and facilities of the any other third party to perform
consulting work hereunder and shall not perform the consulting work
hereunder in any manner that would give any third party rights to
the product of such work. The Consultant has disclosed
and, during the Term, will disclose to the President of the Company
any conflicts between this Agreement and any other relevant
agreements binding the Consultant. Consultant shall
notify the Company of all other consulting agreements which
Consultant has entered into, or any consulting services which
Consultant may provide, to any third party.
5.
Direction of Projects and Inventions to the Company .
Subject to the Consultant's obligations under any confidentiality
or other written obligations to third parties (including academic
institutions which Consultant is employed by), during the Term of
this Agreement, the Consultant will use his best efforts to
disclose to the President of the Company, on a confidential basis,
technology and product opportunities which come to the attention of
the Consultant in the Field of Interest, and any invention,
improvement, discovery, process, formula or method or other
intellectual property relating to or useful in, the Field of
Interest (collectively " New Discoveries "), whether
or not patentable or copyrightable, and whether or not discovered
or developed by Consultant.
6.
Inventions Discovered by the Consultant While Performing
Services Hereunder . The Consultant will promptly and fully
disclose to the President of the Company any invention,
improvement, discovery, process, formula, technique, method, trade
secret, or other intellectual property, whether or not patentable,
whether or not copyrightable (collectively, "
Invention ") made, conceived, developed, or first
reduced to practice by the Consultant, either alone or jointly with
others, while performing services hereunder. The Consultant hereby
assigns to the Company all of his right, title and interest in and
to any such Inve