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Exhibit 10.15
Agreement
for
Exploration, Production and Strategic Services
between
Index Oil and Gas, Inc.
and
ConRon Consulting Inc.
On
the 1 st
day of February 2008, Index Oil and Gas, Inc (the
“Company” or “Client”) and ConRon
Consulting Inc (the “Contractor”) agree that the
Contractor will supply exploration, production and strategic
business services as may be requested by the Company for a fee
of $2000 per day, to a maximum of 10 working days equivalent
per calendar month. The Contractor agrees to be subject to the
attached (Exhibit A) confidentiality agreement. Additional
time worked will be invoiced based on $250 per
hour. This service can begin upon execution of this
agreement.
Services
will include but not be limited to:
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1.
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Managing
the Company’s existing contract with Moyes &
Co.
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2.
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Advising
the Company on merger and acquisition opportunities, present both
by Moyes & Co, the Company or the Contractor.
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3.
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Preparing
presentation material including technical and financial
information.
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4.
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Advising
the Board of Directors of the Company.
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5.
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Undertaking
technical and commercial reviews of forward opportunities as
requested by the Company.
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6.
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Acting
as Senior Vice President of Exploration and Production both
internally within the Company and for the external
community.
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The
term of the contract will have an initial period of four (4)
months from the date of this agreement (“Initial
Term”) and; may be extended by mutual written agreement
by both parties for a further term of three (3) months (the
“Second Term”), which may be terminated by written
notice of ten (10) days in either term.
In
addition to the base monthly retainer, the Company will grant
to the Contractor 75,000 (seventy five thousand) shares of
stock in the Company. The stock will be awarded 4/7 (42,857)
after 4 months, plus 3/7 (32,143) after 7 months. The award of
stock associated with the provision of services for the Second
Term is subject to the agreement being extended beyond the
Initial Term for a further 3 months. The stock will be
tradable on the first date that the Company registers the
stock (although the Company has no obligation to register the
stock), or under the prevailing conditions of Rule 144,
whichever occurs first.
The
Initial Term will end on 31 st
May 2008.
Success Fee:
Contractor
will be assigned a Success Fee comprising:
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(i)
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Stock
Options to purchase up to 200,000 (two hundred thousand) shares of
common stock of the Company (or its successor) (the
“Options”), which Options shall be granted at closing
of the Company acquiring a working interest or other beneficial
ownership in any opportunity identified by or evaluated by the
Contractor on behalf of the Company during the term of this
Agreement and associated with the Moyes Contract (see note 1 above)
(the “Transaction”). The Company shall make
its best endeavors to seek the approval of the Options by the
Board, and if required the Shareholders, on the date of the
approval of the Transaction. The Options shall vest on the closing
date of the Transaction and shall have a strike price set 10% above
the closing market on the day the Transaction closes. This
provision for a Success Fee on any closed Transaction with an
entity or an asset identified in writing by Contractor for granting
of Options shall remain valid for eighteen (18) months after
termination of this agreement.
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If
the Options are not approved by the Board or Shareholders, the
Company will grant to the Contractor or the Contractor’s
assignee the equivalent value in Company stock as calculated
under the Black Scholes method.
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(ii)
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Options
in the Company or its’ successor, with an aggregate strike
price of 3.5% (Three and One Half Percent) of the full purchase
price attributed to the entity and or asset acquired, at closing,
of the Company’s acquired working interest or other
beneficial ownership in any opportunity identified solely by or
evaluated by Contractor. For the avoidance of doubt this
opportunity must be outwith those defined in Exhibit B or any
opportunity that appears on the Moyes Twice Monthly Progress Report
(as such term is defined in the Company’s contract with Moyes
& Co.). The Company shall use its best endeavors to seek the
approval of the Options by the Board, and if required the
Shareholders, on the date of the approval of the acquisition. The
Options shall shall vest on the closing date of the Transaction and
shall have a strike price set 10% above the closing market price on
the day the Transaction closes. This provision for a Success Fee on
any closed Transaction with an entity or an asset identified in
writing, by Advisor for granting of Options shall remain valid for
eighteen (18) months after termination of this
agreement.
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If
the Options are not approved by the Board or Shareholders, the
Company will grant to the Contractor or the Contractor’s
assignee the equivalent value in Company stock as calculated
under the Black Scholes method.
Termination:
After
the Initial Term, either party may terminate the engagement
hereunder at any time without cause by giving the other party
ten days prior written notice and before the scheduled
termination date, the end of such period being the effective
date of termination hereunder.
If
the Company terminates this agreement for its convenience, the
provisions hereof relating to compensation, confidentiality,
reimbursement of expenses incurred as part of normal duties
and agreed by the Company prior to the effective date of the
termination shall survive any such termination.
If the
Company terminates this agreement for the Contractor's default
or if the Contractor terminates this agreement, the provisions
hereof relating to compensation, confidentiality,
reimbursement of expenses incurred prior to the effective date
of the termination, but excluding future professional fees
under the Initial Term, shall survive any such
termination.
Disputes
will be addressed using Texas Law.
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Signature:
/s/ Lyndon
West
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Signature:
/s/ Ron Bain
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Lyndon
West
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Ron
Bain
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| Chief
Executive Officer |
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President |
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Index
Oil and Gas Inc
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ConRon
Consulting Inc
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| Suite
440 |
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9406
Fenchurch Drive |
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| 10,000
Memorial Drive |
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Houston,
Texas 77379 |
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| Spring,
Texas 77379 |
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Phone:
281 655 8052 |
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| Phone:
713 683 0800 |
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Agreement
for
Exploration, Production and Strategic Services
between
Index Oil and Gas Inc.
and
ConRon Consulting Inc.
Addendum #1
On
the 1 st
day of June 2008, Index Oil and Gas Inc (the
“Company” or “Client”) and ConRon
Consulting Inc (the “Contractor”) agree to the
following amendments to their agreement dated 1 st
February 2008 in that the Contractor will supply exploration,
production and strategic business services as may be requested
by the Company for a fee of $2000 per day, for the first 10
working days equivalent supplied per month. Additional days
will be supplied at a fee of $1500 per working day equivalent
supplied per month.
In
addition the Contractor will receive 715 Index common stock
for each day at the rate of $2000 per day and 1250 Index
common stock for each day at the rate of $1500 per
day. The price per share will be calculated at the
end of June 2008 (close market price on last working day) and
thereafter at three monthly intervals on the closing working
day of the period.
These
terms supersede the originally agreement, specifically the
Second Term.
The
Contractor agrees to be subject to the attached (Exhibit A)
confidentiality agreement.
Services
will include but not be limited to:
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1.
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Managing
the Company’s existing contract with Moyes &
Co.
|
|
2.
|
Advising
the Company on merger and acquisition opportunities, presented both
by Moyes & Co, the Company or the Contractor.
|
|
3.
|
Preparing
presentation material including technical and financial
information.
|
|
4.
|
Advising
the Board of Directors of the Company.
|
|
5.
|
Undertaking
technical and commercial reviews of forward opportunities as
requested by the Company.
|
|
7.
|
Acting
as Senior Vice President of Exploration and Production both
internally within the Company and for the external
community.
|
Success Fee:
Contractor
will be assigned a Success Fee comprising:
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(i)
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Stock
Options to purchase up to 200,000 (two hundred thousand) shares of
common stock of the Company (or its successor) (the
“Options”), which Options shall be granted at closing
of the Company acquiring a working interest or other beneficial
ownership in any opportunity identified by or evaluated by the
Contractor on behalf of the Company during the term of this
Agreement and associated with the Moyes Contract (see note 1 above)
(the “Transaction”). The Company shall make
its best endeavors to seek the approval of the Options by the
Board, and if required the Shareholders, on the date of the
approval of the Transaction. The Options shall vest on the closing
date of the Transaction and shall have a strike price set 10% above
the closing market on the day the Transaction closes. This
provision for a Success Fee on any closed Transaction with an
entity or an asset identified in writing by Contractor for granting
of Options shall remain valid for eighteen (18) months after
termination of this agreement.
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If
the Options are not approved by the Board or Shareholders, the
Company will grant to the Contractor or the Contractor’s
assignee the equivalent value in Company stock as calculated
under the Black Scholes method.
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(ii)
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Options
in the Company or its’ successor, with an aggregate strike
price of 3.5% (Three and One Half Percent) of the full purchase
price attributed to the entity and or asset acquired, at closing,
of the Company’s acquired working interest or other
beneficial ownership in any opportunity identified solely by or
evaluated by Contractor. For the avoidance of doubt this
opportunity must be outwith those defined in Exhibit B or any
opportunity that appears on the Moyes Twice Monthly Progress Report
(as such term is defined in the Company’s contract with Moyes
& Co.). The Company shall use its best endeavors to seek the
approval of the Options by the Board, and if required the
Shareholders, on the date of the approval of the acquisition. The
Options shall vest on the closing date of the Transaction and shall
have a strike price set 10% above the closing market price on the
day the Transaction closes. This provision for a Success Fee on any
closed Transaction with an entity or an asset identified in
writing, by Advisor for granting of Options shall remain valid for
eighteen (18) months after termination of this
agreement.
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If
the Options are not approved by the Board or Shareholders for
any transaction closed on or before 30 th
September 2008, the Company will grant to the Contractor or
the Contractor’s assignee the equivalent value in
Company stock as calculated under the Black Scholes method at
closing of any transaction for the stock options
which
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