THIS INVESTOR RELATIONS AGREEMENT (the "Agreement") is made effective this 31st day of December, 2009 (the "Effective Date") by and between Thomas Yarbray, whose principal offices are located at 78365 Highway 111, #287, La Quinta, CA 92253 (hereinafter referred to as the "Consultant") and U.S. Natural Nutrients & Minerals, Inc., a Nevada corporation whose principal offices are located at 375 N. Stephanie Street, Building 2, Suite 211A, Henderson, NV 89014, (hereinafter referred to as the "Client" or the "Client").
A. Consultant is experienced in providing financial public relations and investor relations services to micro-cap public companies and has developed relationships with retail stock brokers, individual investors, institutional investors, investment bankers, which will assist the Client in enhancing the market recognition of the underlying fundamental value of the Client's publicly traded shares and raising debt and/or equity capital.
B. Client wishes to engage the financial public and investor relations advisory services of Consultant specifically to advise, assist, consult and provide the services discussed in Sections 2(a) through (d), below.
C. Consultant agrees to be retained for the foregoing purposes, subject to the terms and conditions provided in this Agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, Client and Consultant agree as follows:
Scope of Representation. Client engages Consultant to provide Client with the investor relations services on a non-exclusive basis described in Sections 2(a) through (d) below.
Engagement and Services of Consultant. Consultant will develop a comprehensive financial relations strategic plan with the following goals, all of which are designed to achieve increased and sustained share value:
a. Implement a comprehensive and aggressive investor relations program with the main purpose of introducing the Client to institutional investors, money managers, and high net worth brokers.
b. Obtain invitations to and coordinate participation in financial industry conferences.
c. Assist with day-to-day investor communications (i.e. shareholder calls, scheduling appointments, sending introductory and follow-up materials).
d. Assist the Client to carry out its programs and objectives as outlined below:
(i). Develop a coordinated package of financial public relations materials, including PowerPoint, fact sheet, press releases, corporate package, etc., that is acceptable to the Client and review and advise on features and functionality of the Client’s website in this regard.
(ii). Introduce the Client to financial intermediaries with the goal of fulfilling the Client's financial needs.
(iii). Increase liquidity in the Client's stock with the goal of attaining new market makers and introducing the Client to professionals in the investment community.
(iv). Develop institutional ownership in the Client's stock.
(v). Assist in obtaining research from reputable institutional sales and small cap research analysts.
(vi). Create financial media opportunities for the Client as appropriate.
(vii). Coordinate all day-to-day investor relation's activities -press releases, dissemination of information, earnings conference calls, etc.
In conducting the foregoing efforts, Consultant will rely on the Client to provide all necessary information regarding the Client and its business. The Client will furnish Consultant with all relevant publicly available material and information regarding the business and financial condition of Client that will be accurate and complete in all material respects at the time furnished and will represent their best estimates of future performance in the context of all applicable U.S. Federal and State securities laws and the Securities Exchange Act of 1934, as amended (hereinafter the "Act"), with specific reference to required material disclosures and standard disclaimers regarding estimates of future performance. Consultant will be relying, without independent verification, on the accuracy and completeness of all financial and other information that is and will be furnished to Consultant by the Client. Any advice rendered by Consultant pursuant to this Agreement may not be disclosed publicly in any manner without Consultant's prior written approval and will be treated by Client and Consultant as confidential. Under no circumstances shall Consultant be required to provide any services pursuant to this Agreement that would require registration or other filings by Consultant under any United States federal or state securities laws.
In the event the Client provides any non-public information to the Consultant, in connection with this Agreement or otherwise, the Consultant agrees to maintain such information in confidence in compliance with Regulation FD.
(3) Consultant's Expenses. Throughout the term of this Agreement, the Consultant shall provide the types of services set forth in Section 2 (a) through (d). Consultant shall perform such services at and from its principal place of business. Consultant shall be entitled to reimbursement by the Client for ordinary and reasonable expenses incurred during the performance of this Agreement, provided the Consultant obtains Client's prior written authorization to incur such expenses.
(4) Independent Contractor; No Power to Bind. Consultant is not an employee of the Client for any purpose whatsoever, but is an independent contractor. Consultant shall report directly to the Client’s Chief Executive Officer. All worked performed by the Consultant shall be at the specific direction of such Chief Executive Officer and not otherwise. Consultant does not have the right or authority to create a contract or obligation either express or implied, on behalf of, in the name of or binding upon the Client or to pledge the Client's credit, or to extend credit in the Client's name unless otherwise agreed in writing. Consultant shall have no right or authority to commit Client in any manner without the prior written consent of the Client.
(5) Compensation. Client hereby covenants and agrees to pay Consultant the following compensation:
a. The Client will pay Consultant a monthly retainer fee of $5,000 (five thousand dollars) for the term of this agreement, payable in bi-monthly installments of $10,000 on the first business day of every other month commencing February 1, 2010. By mutual agreement between the Client and Consultant, in lieu of cash, payments may be made in shares of Client’s Common Stock issued pursuant to the Company’s 2010 Employee, Director and Consultant Stock Plan (the “Plan”). The Client commits to maintain a current S-8 Registration Statement in effect with respect to the Plan. For these purposes, Client’s Common Stock shall be valued based upon the highest bid price for such stock as of the most recent trading day at the time such payment is due. Said shares shall be issued not later than five (5) business days following the date such payment is due. Should such shares not be timely issued, payment of the amount due in cash shall become immediately due and payable. The monthly retainer shall commence as of December 1, 2009 and run for a period of 12 months, unless the Agreement is terminated by Client as discussed in Section 6, below.
b. Within five (5) business days of the execution of this Agreement, the Client will issue to Consultant (1) two hundred fifty thousand (250,000) newly-issued common shares of the Client (the "Shares") and (2) a warrant to purchase two hundred fifty thousand (250,000) common shares of the Client exercisable at a price of $0.085 per share that will vested and become exercisable at the rate of 50,000 shares per year with the first 50,000 shares vesting on January 1, 2011 and an additional 50,000 shares vesting on January 1 of each succeeding year for a period of four (4) years. The vesting schedule would accelerate upon a change of control of the Client. No shares may be exercised under the Warrant if the shares so exercised, combined with all other shares held by the Consultant at the time, would exceed 4.9% of the total issued and outstanding shares of the Client at the time. Within five (5) business days of the date the Client is first eligible to file a registration statement on Form S-8, the Client will file a registration statement on Form S-8 with respect to the two hundred fifty thousand shares issued to Consultant pursuant to paragraph 5(b)(1), above. The Client shall instruct its transfer agent to issue the necessary stock certificates, and shall instruct its counsel to issue the necessary written opinion of counsel for the Client confirming that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Client. Client warrants that all common shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the Client's board of directors shall have duly authorized the issuance, and any transfer of them to Consultant.
(6) Term. The term of this Agreement shall commence on the Effective Date and run for an initial term of one year. This Agreement can be terminated at any time by Client if Consultant is guilty of gross negligence, willful misconduct and/or malfeasance, upon 30 days prior written notice thereof to the other party, provided however, that: a) any termination of Consultant's engagement hereunder shall not effect the Client's obligation to pay the full fees provided for and referred to in paragraph 5(b) hereof at the times and amounts specified for the initial term of one year, and; b) any termination of Consultant's engagement hereunder shall not affect the Client's obligation to reimburse Consultant for expenses incurred in the performance of its engagement prior to such termination.
(7) Warranties and Representations. Consultant's services are provided on a best efforts basis and are based on Consultant's personal experience and expertise. There are no guarantees, warranties and representations of any kind that Consultant's advice or services will produce any specific results for the benefit of the Client. Actual results may substantially and materially differ from those suggested by Consultant. Consultant represents and warrants to the Client that:
a. Consultant is under no contractual restriction or other restrictions or obligations that are inconsistent with this Agreement, the performance of its duties and the covenants hereunder,
b. Consultant is familiar with all federal and state securities laws applicable to the performance of its services as contemplated in this Agreement, including Sections 17(b) of the Securities Act of 1933, as amended (the "Securities Act"), Sections 9 and 10(b) of the Exchange Act and Regulation FD;
c. Consultant will comply with all applicable federal and state securities laws in the performance of the services under this Agreement; and
d. The Client acknowledges that the Consultant will not be prevented from providing financial public relations and investor relations services and consulting advice (of the type contemplated by this Agreement) to others and that nothing herein contained shall be construed to limit or restrict the Consultant in providing the aforesaid services to others, or rendering such advice to others.
(8) Notice. Except as otherwise specifically provided, any notices to be given hereunder shall be deemed given upon personal delivery, upon the next business day immediately following the day sent if sent by overnight express carrier, or upon the third business day following the day if sent by fax and separately by postage prepaid by certified or registered mail, return receipt requested, to the following addresses (or such other address as shall be specified in any notice given):
In case of Client:
US Natural Nutrients & Minerals, Inc.
375 N. Stephanie Street
Building 2, Suite 211A
Henderson, NV 89014
In case of Consultant:
78365 Highway 111, #287
La Quinta, CA 92253
(9) Hold Harmless; Indemnification. Client and Consultant agree to hold each other harmless and indemnify each other from and against any liability, loss, cost, expenses or damages, including attorney's fees, howsoever caused by reason of any injury or loss sustained by or to any person or property by reason of any actual or alleged wrongful act, misrepresentation or omission except for gross negligence, willful misconduct or malfeasance of, or breach of any representation, warranty or covenant.
(10) Applicable Law. This Agreement shall be construed as whole and in
accordance with its fair meaning. This Agreement shall be interpreted in accordance with the laws of the State of California.
(11) Entire Agreement. This Agreement, together with the documents and exhibits referred to herein, embodies the entire understanding among the parties and merges all prior discussions or communications among them, and no party shall be bound by any definitions, conditions or warranties, or representations other than as expressly stated in this Agreement, or as subsequently set forth in writing, signed by the duly authorized representatives of all of the parties hereto. This Agreement, when executed shall supersede and render null and void any and all preceding oral or written understandings and agreements.
(12) Conflict of Interest. Consultant represents that it is not presently aware of any conflicts of interest. The parties, however, acknowledge that, in the course of Consultant's services during the term thereof, Consultant may now or in the future have certain potential or actual conflicts of interest. In the event Client and/or Consultant become aware of a potential or actual conflict of interest, the parties agree to, in good faith, utilize their best efforts to resolve such conflict of interest, waive such conflict of interest ( which shall only be effective if contained in a written instrument executed by both parties) or, in the event the conflict of interest cannot be resolved to the mutual satisfaction of the parties or waived, then the party complaining of such conflict of interest or who may be harmed by such conflict of interest shall have a right to terminate this contract . Nothing in this Agreement shall be construed to prohibit or interfere with the Client retaining any investment banker or corporate financial advisor it chooses at its sole discretion at any time.
(13) Waiver of Breach. The waiver by a party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of this Agreement.
(14) Assignment. Except as otherwise provided herein, the rights and benefits of the parties contained in this Agreement shall inure to the benefit of and be binding upon the successors, assigns, administrators, and personal representatives of the parties hereto. Consultant's duties under this Agreement cannot be delegated to any third parties without the written consent of the Client and any permitted assignee must agree to act in accordance with the terms and conditions of this Agreement.
(15) Compliance with Law. During the term, the Consultant shall comply with all laws and regulations applicable to the Consultant in the conduct of its business and performance of its obligations hereunder. The Agreement is subject to the jurisdiction of and laws of the State of California.
(16) No Oral Change; Waiver. This Agreement may only be changed, modified, or amended in writing by the mutual consent of the parties hereto. The provisions of this Agreement may only be waived in or by writing signed by the party against whom enforcement of any waiver is sought.
(17) Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, inoperative or unenforceable as applied in any particular case because it conflicts with any other provision or provisions hereof, or any other provision or provisions hereof, or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections of this Agreement shall not affect the remaining portions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have agreed, accepted and executed this Agreement on December 31, 2009:
U.S. NATURAL NUTRIENTS & MINERALS, INC.
/s/ James Harrison
James Harrison, President
/s/ Thomas Yarbray