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Engagement Agreement

Engagement Agreement

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 This Engagement Agreement involves

Beard Oil Company

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Title: ENGAGEMENT AGREEMENT
Governing Law: Oklahoma     Date: 7/15/2010
Industry: Coal     Sector: Energy

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Exhibit 10.24

 

ENGAGEMENT AGREEMENT

 

This AGREEMENT (“Agreement”) is made and entered into this 10 th day of July, 2010, but effective as of June 17, 2010, by and among Beard Oil Company (“BOC”), a Delaware corporation whose principal place of business is 301 N.W. 63 rd Street, Suite 400, Oklahoma City, OK 73116, Subsurface Minerals Group, LLC (“SMG”), an Oklahoma limited liability company, the additional working interest owners listed on Exhibit A that execute this Agreement, and GT FINANCIAL, INC., a Florida corporation (referred to as “GTF”), whose principal place of business is 999 Brickell Avenue, Suite 401, Miami, FL 33131.

 

WHEREAS, SMG has invested substantial time and considerable resources in developing a concept and feasibility study of a mechanical/chemical system for production of bromine, as well as other metal compounds and elements from groundwater formation; and

 

WHEREAS, SMG through BOC will divulge certain aspects to GTF regarding the mechanical system and/or chemical process, location, concept process and/or scale model of the mechanical/chemical process/system specific to production of elemental bromine and bromine compounds and metal using unique feedstock materials located in subterranean water-bearing formations and subterranean brine geochemistry as identified and located in the United States of America; and

 

WHEREAS, BOC and SMG desire to pursue the development and construction of facilities in order to produce elemental bromine and estimate, based upon third party estimates, that the total funding requirement for the bromine plant (“Plant B”), including a co-generation plant of adequate size to provide power for both the high velocity extraction (“HVE”) project currently underway in the Dilworth Field, a JT plant, and other associated hard costs (see paragraph 6 below) will be approximately eighteen million five hundred thousand dollars and NO/100ths ($18,500,000).

 

WHEREAS, GTF is an independent contractor with expertise in the capitalization of newly formed businesses, construction, real estate ventures, refinancing of existing businesses and real estate ventures; and

 

WHEREAS, GTF also has relationships and access to networks of international agents and sophisticated investors who actively participate in the capitalization of newly formed businesses and real estate projects; and

 

WHEREAS, GTF proposes to provide underwriting, financing and capitalization consulting services to BOC by evaluating the SMG project, preparing a complete development and operational proforma, draft private placement memorandum, which will need to be reviewed and finalized by SMG and by BOC’s counsel, and attract debt/equity participants both from a private and institutional nature; and

 

WHEREAS, BOC desires to engage the services of GTF for the compensation set forth herein.

 

 

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Now therefore, in consideration of the mutual promises contained herein, the parties hereby agree to the following terms:

 

1.  

The above recitals are adopted as true and correct.

 

2.  

GTF shall be entitled to compensation for providing capitalization services, consulting, and other services described previously.

 

3.  

All potential capitalization structures recommended by GTF shall be in writing, shall meet both SMG and BOC’s reasonable initial criteria test and shall be otherwise reasonably acceptable to both SMG and BOC.  All relationships initiated by GTF to BOC and SMG shall remain the property of GTF, and therefore GTF shall be compensated separately for any separate transaction executed between the GTF contact and BOC or SMG.

 

4.  

This Agreement represents an exclusive agreement by and between SMG, BOC and GTF as it relates to the construction/development of Plant B.  This means that GTF will act as the sole or exclusive agent that will interface with SMG and BOC for the development of Plant B’s construction/development.  This exclusive Agreement will be in place for a period of 12 months from the date of this signed Agreement.  GTF shall have proprietary protection on all relationships initiated with both SMG and BOC.  Following the exclusive period, GTF shall be entitled to compensation for each and all equity investments made to or through BOC and/or SMG, which are as a result of GTF introductions, for a period of five (5) years from the date hereof; and, GTF shall be entitled to compensation for each and all loans/debt made in association with Plant B, which are as a result of GTF introductions, for a period of three (3) years from the date hereof.  GTF will register all applicable relationships in writing with BOC.

 

5.  

In the event that GTF makes an introduction to another party who has control or ownership of the relationship with a party that makes a capital contribution, it is the expectation of the parties hereto that such party is a representative of the investor and shall be instructed by the parties hereto to seek and expect his or her compensation from the investor.  In the event that GTF employs the services of other agents in its performance hereunder, and in the absence of any alternative arrangement agreed by all parties, GTF shall be solely responsible for any and all compensation to such other agents.  It is reasonable to expect that GTF will use an established network of qualified sub-agents.

 

 

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6.  

The compensation described herein applies to SMG and BOC’s bromine production project located near Blackwell, Oklahoma and identified as the “Dilworth Field” (the “Project”). For underwriting the Project, providing financing and capitalization consulting services to BOC regarding the Project, preparing a complete development and operational proforma for the Project, and drafting the initial private placement memorandum for the Project, which will need to be reviewed and finalized by SMG, and by  BOC’s counsel, GTF shall be compensated fifty-thousand dollars and NO/100s ($50,000) A . Additionally, compensation shall be one hundred dollars and NO/100s ($100.00) plus a fee (as


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