Exhibit 10.5 Agreement for Investors
Relations Services
AGREEMENT
This Agreement
(“Agreement”) is made and entered into on April 20,
2009 by and between OxySure Systems, Inc., a Delaware Corporation
(“OxySure”) and IR Services, Inc., a Nevada Corporation
(“IR Services”) (jointly, the “Parties”).
This Agreement supersedes all prior agreements between the Parties
and among the Parties and Donson Brooks.
WITNESSETH
NOW,
THEREFORE , for good and
valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the parties to this Agreement,
said parties agree as follows:
(a) OxySure
agrees to engage the services of IR Services, Inc. to provide the
following:
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Prepare and
submit an S-1 filing to the SEC; OR provide a fully reporting Form
10 company, fully compliant with SEC (the “Form 10
Company”) for OxySure to merge with.
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Prepare and
submit an 8K filing to the SEC
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Prepare and
submit responses to SEC comment letters
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Prepare and
submit a 15c211 filing to a Brokerage firm for a filing to
FINRA
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Prepare and
submit responses to FINRA comment letters
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Retain the
services of an acceptable Market Maker, Broker Dealer, and Escrow
Agent
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Provide such
other services and activities as necessary to obtain a ticker
symbol and become traded on the Over-the-Counter Bulletin Board
(OTCBB)
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OxySure will
require updated audited financial statements for SEC compliance.
OxySure agrees to cover up to $2,000 of the cost of obtaining such
updated audited financial statements for SEC compliance. If the
cost of obtaining the updated audited financial statements exceeds
$2,000 then IR-Services will pay the difference between the actual
cost and $2,000., only upon engaging the CPA services of the
Blackwing Group, LLC.,
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If OxySure
becomes traded on OTCBB, IR Services or an acceptable assignee will
provide OxySure with Investor Relations Services, which shall
include, without limitation, press releases, investor awareness
campaigns (online and mail), and blog and message board monitoring.
These Investor Relations Services will be provided for a period of
9 months commencing on the date that OxySure first becomes publicly
traded.
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OxySure
Systems, Inc., agrees to pay IR Services, Inc. $50,000 in cash and
to sell IR Services, Inc. 968,419 warrants (the
“Warrants”), subject to (f) below.
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(f)
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The $50,000 in
cash will paid to IR Services, Inc. and the 968,419 Warrants will
be sold to IR Services in accordance with the following:
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$25,000 in Cash
to be paid prior to commencing the project;
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$12,500 due on
or before February 15, 2009 (“Second Cash
Payment”);
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$12,500 due on
or before April 29, 2009 (“Balance Payment”) if Balance
payment is not received in full by April 29, 2009 then Oxysure
agrees to pay IR Services 250,000 additional Warrants at a strike
price of $.01 per share due immediately;
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250,000
Warrants at a strike price of $.01 per share to be provided upon
the S-1 being filed with the SEC;
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250,000
Warrants at a strike price of $.01 per share to be provided upon
the S-1 filing going effective with the SEC;
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300,000
Warrants at a strike price of $.01 per share to be provided upon
acceptance by FINRA of the 15c211;
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68,419 Warrants
at a strike price of $.01 per share to be provided within 3 days of
OxySure starting to trade on OTCBB;
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50,000 Warrants
at a strike price of $.01 per share to be provided 3 months
subsequent of OxySure starting to trade on OTCBB;
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25,000 Warrants
at a strike price of $.01 per share to be provided 6 months
subsequent of OxySure starting to trade on OTCBB; and
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25,000 Warrants
at a strike price of $.01 per share to be provided 9 months
subsequent of OxySure starting to trade on OTCBB.
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The form of all
the Warrants are annexed hereto as Exhibit A.
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IR Services
will secure a Market Maker at its sole expense, which Market Maker
shall be reasonably acceptable to OxySure.
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OxySure will
provide all the information exhibits and financial statements
required by IR Services, Inc., in a timely manner no later than 60
days subsequent to the Effective Date of the Agreement.
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Representations and Warranties
. The parties to this
Agreement, and their agents represent and warrant they are entering
into this Agreement and the performance by them, and their agents
hereunder will not conflict with, violate or constitute a breach
of, or require any consent or approval under any agreement,
license, arrangement or understanding, or any law, judgment,
decree, order, rule or regulation to which they and their agents
are a party or by which it is bound.
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The signatories
and parties to this agreement warrant that they are authorized to
enter into this agreement and is binding upon the parties
hereto. All entities which are parties to this agreement
warrant that they are in good standing and current with their
states or locations of domicile and that their entering into this
agreement will not violate or breach any other binding agreement of
the parties.
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Severability . If any provision of this Agreement
is invalid and unenforceable in any jurisdiction, then to the
fullest extent permitted by law: (1) the other provisions hereof
shall remain in full
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force and
effect in such jurisdiction; and (2) the invalidity or
unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or unenforceability of such provision in
any other jurisdiction.
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Entire
Agreement . This Agreement contains the entire
understanding and agreement between the parties with
respect to the subject matter hereof and cannot be
amended, modified or supplemented in any respect except by a
subsequent written agreement entered into by the
parties.
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Successors . This Agreement may not be
assigned. Subject to the foregoing, in every respect,
this Agreement shall inure to the benefit of and be binding upon
the parties and their successors.
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Effect of
Waiver . The
waiver by either party of a breach of any provision of this
Agreement shall not operate, to as or be construed as a waiver of
any subsequent breach.
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Notices . Any notice, request, demand or
other communication in connection with this Agreement shall be (i)
in writing, (ii) delivered by personal delivery, or sent by
commercial delivery service or registered or certified mail, return
receipt requested or sent by facsimile, (iii) deemed to have been
given on the date of personal delivery or the date set forth in the
records of the delivery service or on the return receipt or, in the
case of a facsimile, upon receipt thereof and (iv) addressed as
follows:
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IR Services,
Inc. OxySure
Systems, Inc.
8586 Warren
Pkwy 10880
John W. Elliot Drive
Frisco, Texas
75034 Frisco,
Texas 75034
(469)
499-4495 (972)
294-6501
or to any such
other or additional persons and addresses as the parties may from
time to time designate in writing delivered in accordance with this
Section.
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Counterparts . This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same
instrument.
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Applicable
Law . This
Agreement shall be governed by, and construed in accordance with
the laws of the State of Texas. In the event any action be
instituted by a party to enforce any of the terms and provisions
contained herein, the prevailing party in such action shall
entitled to such reasonable attorneys' fees, costs
and expenses as may be fixed by the Court.
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IN WITNESS
WHEREOF, the parties have executed this Agreement as the day and
year first stated above.
By:
_______________________
Julian T.
Ross,
President
By:
______________________
EXHIBIT A
STOCK PURCHASE WARRANT
NEITHER THIS
WARRANT NOR ANY SECURITIES ON EXERCISE HEREOF HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION UNDER SUCH
ACT AND APPLICABLE LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM
SUCH REGISTRATION, OR A
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