Investor Relations Consulting
Entest BioMedical Inc. And
Synergy Business Consultants LLC
This document acts forth the
agreement Entest BioMedical Inc. (“the Company”) and Synergy Business Consultants LLC concerning Investor Relation
and Financial Public Relation services rendered to the Company from April 24, 2017 and continuing through May 24, 2017. (1 month).
When countersigned in the spaces
provided on the last page, this document shall serve as our agreement, as detailed below. Therefore, the Agreement contains the
full and complete understanding between the parties and supersedes all prior understandings. It is further understood/agreed (when
countersigned) that this Agreement may not be altered, modified or changed in any way without the expressed written consent of
WHEREAS, the Company
requires Investor Relation services and Financial Public Relation services and desires to engage Synergy Business Consultants LLC
to provide such services; and
WHEREAS, Synergy Business
Consultants LLC is agreeable to such engagement on the terms set forth herein; and
WHEREAS, the parties
mutually desire to enter into this Consulting Agreement,
NOW, THEREFORE, in consideration
of the mutual promises and covenants contained herein, the parties have agreed as follows:
Company hereby appoints Synergy Business Consultants LLC as its non-exclusive Investor Relations and Financial Public Relations
advisor and retains and engages Synergy Business Consultants LLC under the terms and conditions of this Agreement.
term of this Agreement shall be for a period of 1 month (the "Initial Term") and upon written request by the Company
shall be renewed for an additional 1 month periods (the "Renewal Terms"). There are no auto renewal terms.
3. OBLIGATIONS OF SYNERGY
BUSINESS CONSULTANTS LLC
Synergy Business Consultants
LLC agrees to their best efforts to do or perform the following services:
investor relation and corporate financial public relation efforts.
to make the Company, its management, its products and prospects known to the financial press and publications, broker-dealers,
mutual funds, institutional investors, market makers, analysts, investment advisors, and other members of the financial community
as well as the financial media and the public generally.
and manage company presentations through conference calls, personal interface and other means of direct presentations to audiences,
which may include stockbrokers, individual and institutional investors, money managers, analysts, etc.
introduction to its network of individuals, firms and brokers for the purpose of participating in scheduled meetings or conference
calls with the Company for the purpose of disseminating information and responding to questions from said parties.
e. Be available
to the Company to field any calls / emails from individuals, firms and brokers inquiring about the Company.
for the Company exposure in various financial media, independent financial newsletters and through online, fax and Internet/Email
direct costs related to any of the services outlined above or in other parts of this Agreement will be either directly invoiced
to the Company or billed by Synergy Business Consultants LLC to the Company, upon prior written consent. The Company agrees to
promptly reimburse Synergy Business Consultants LLC for any such costs within fifteen (15) days of invoice.
4. LIMITATIONS ON SERVICES
parties recognize that certain responsibilities and obligations are imposed by Federal and State securities laws and by the applicable
rules and regulations of stock exchanges, the National Association of Securities Dealers, Inc. and the compliance rules of brokerage
houses and other sources.
Accordingly, Synergy Business
Consultants LLC agrees:
Business Consultants LLC shall not release any financial or other material information or data about the Company without the consent
and approval of the Company.
Business Consultants LLC shall not conduct any meetings with financial analysts without informing the Company in advance of the
proposed meeting and the format or agenda of such meeting.
Business Consultants LLC shall not release any information or data about the Company to any selected or limited person(s), entity,
or group if the Synergy Business Consultants LLC is aware that such information or data has not been generally released or promulgated.
notice by the Company of filing for a proposed public offering of securities of the Company and during any period of restriction
on publicity, Synergy Business Consultants LLC shall not engage in any public relations efforts without approval of counsel of
the Company and of counsel of the underwriter(s), if any.
5. DUTIES OF COMPANY
In recognition of the responsibilities
set forth in the preceding paragraph 4, the Company agrees:
seven days of the date of execution of this Agreement, to deliver to Synergy Business Consultants LLC a complete due diligence
package on the Company including all the Company's filings with the Securities and Exchange Commission, if any, all press releases
written about the Company and all other relevant materials with respect to such filings, including but not limited to corporate
reports, brochures, and the like, the Company’s business plan, all financial statements, audited and/or otherwise, and/or
a Proforma, a list of the names and addresses of all the Company's shareholders known to the Company and a list of the brokers
and market makers in the Company's securities and which have been following the Company.
b. To supply
Synergy Business Consultants LLC on a regular and timely basis with all approved data and information about the Company, its management,
its products and its operations. The Company shall be responsible for advising Synergy Business Consultants LLC of any facts which
would affect the accuracy of any prior data and information supplied to Synergy Business Consultants LLC. The Company shall supply
Synergy Business Consultants LLC with a list of new shareholders (including names and addresses) of the Company’s stock within
10 business days from execution of this agreement.
c. To promptly
supply Synergy Business Consultants LLC with full and complete files of all shareholder reports and communications (whether or
not prepared with Synergy Business Consultants LLC’s assistance), with all data and information supplied to any analyst,
broker-dealer, market maker, or other member of the financial community and with all product/services brochures, sales materials,
d. To promptly
notify Synergy Business Consultants LLC of the filing of any registration statement for the sale of securities and of any other
event which triggers any restrictions on publicity.
e. To notify
Synergy Business Consultants LLC if any information or data supplied to them that has not been generally released or promulgated.
Both parties mutually agree
to the following:
Company shall be deemed to make a continuing representation of the accuracy and currency of any and all material facts, material
information and data which it supplies to Synergy Business Consultants LLC, and the Company acknowledges its awareness that Synergy
Business Consultants LLC will rely on such continuing representation in disseminating such information and otherwise performing
its public relations functions.
Company shall immediately give written notice to Synergy Business Consultants LLC of any change in Company's financial condition
or in the nature of its business or operations which had or might have an adverse material effect on its operations, assets, properties
or prospects of its business. Synergy Business Consultants LLC in the absence of notice in writing from Company will rely on the
continuing accuracy of material, information and data supplied by the Company.
BUSINESS CONSULTANTS LLC NOR ITS AFFILIATES MAKES NO REPRESENTATION OR GUARANTEES THAT (A) ITS SERVICE WILL RESULT IN ANY ENHANCEMENT
TO THE COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE SECURITIES
IN THE COMPANY (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH THE COMPANY.
Company acknowledges and agrees that this is not a performance based Agreement. The Company also understands and agrees Synergy
Business Consultants LLC is not a broker dealer and does not recommend the purchase or sale of any securities, they do not have
the ability to and are not required to record, maintain or produce any shareholder records.
agrees to indemnify, defend and hold harmless the other Party and its directors, officers, employees, agents, successors and assigns
(collectively, the “Other Party Indemnitees”) from and against all liabilities, losses, damages and costs (including
reasonable attorneys’ fees) (collectively, “Losses”) they may suffer as the result of Third Party claims, demands,
actions, suits or judgments against them resulting from or arising out of: (a) the negligence, recklessness or willful misconduct
on the part of the indemnifying Party; (b) the failure by the indemnifying Party to comply with applicable Laws in connection with
the exercise of any of its rights or the performance of any of its obligations hereunder; and/or (c) any breach of this Agreement
by the indemnifying Party.
Both parties mutually agree
to the following:
Company shall pay Synergy Business Consultants LLC a monthly cash fee of $5.000.00 (Five Thousand Dollars) on or before April 24,
Company agrees to issue Synergy Business Consultants 100,000 (One Hundred Thousand.) shares of ENTB restricted common stock and
is due and fully payable on April 24, 2017. The Company agrees to sign and return any necessary paperwork from Synergy Business
Consultants LLC’s brokerage firm and/or transfer agent allowing the removal of the restrictive legend of all shares issued
through this contact within 5 business days of receiving them in accordance with SEC rules and regulations. The Company also agrees
to include the issuance of shares through this agreement in their next filed 10-Q or 10-K. The Company also agrees to have The
Company’s’ legal counsel issue a 144 opinion letter to Synergy Business Consultants on or before August 1, 2017 at
the Company’s expense.
c. In the
event that the Synergy Business Consultant introduces a third party to the Company and the third party or the any of the third
party’s affiliates provides the Company financing within one year of the introduction, Business Consultants LLC will be paid
an introduction fee in the amount of 5% upon closing of the financing. The Company agrees not to circumvent Synergy Business Consultants
LLC in any way after an introduction has been made. The Company agrees to wire the funds via bank wire within 5 days of receiving
the funds. In the event that the financing is in the form of an equity line of credit, the 5% shall be paid within 5 business days
of each upon each drawn down via bank wire.
9. BILLING AND PAYMENT
basic fee provided in Paragraph 8(a) and 8(b) shall be due and payable without billing upon execution of this Agreement and on
each monthly anniversary date of this Agreement. Xxxxxxxx and payments for special services Paragraph 7(c) shall be as agreed.
Xxxxxxxx and payments for out-of-pocket expenses approved in advance in writing by the Company incurred by Synergy Business Consultants
LLC shall be reimbursed within five (5) business days by the Company as incurred and invoiced by Synergy Business Consultants LLC
to the Company. Company shall have no obligation to reimburse Synergy Business Consultants LLC any expenses which have not previously
been approved in writing by the Company.
may elect to pay up front or reimburse Synergy Business Consultants LLC for expenses incurred in the performance of the obligations
of Synergy Business Consultants LLC which expenses include but are not necessarily limited to the following costs and expenses
( provided all expense items are approved by the Company in writing) prior to Synergy Business Consultants LLC’s incurrence
of the same: `
expenses, including but not limited to transportation, lodging and food expenses, when such travel is conducted on behalf of the
expositions, money and investment shows.
and television time and print media or online advertising costs, when applicable.
fees and costs incurred in preparation of, including but limited to research reports, when applicable.
of on-site due diligence meetings, if any.
and publication costs of brochures and marketing materials which are not supplied by the Company.
and publication costs of the Company's annual reports, quarterly reports, and/or other shareholder communication collateral material
which are not supplied by the Company.
shall pay Synergy Business Consultants LLC’s costs and expenses incurred within five (5) days of receipt Synergy Business
Consultants LLC’s written invoice for the same provided the aforementioned costs and expenses have been previously approved
in writing by the Company.
Business Consultants LLC agrees that no expense to the Company shall be incurred without prior written approval from the Company.
10. RELATIONSHIP OF PARTIES
Business Consultants LLC is an independent contractor, and is responsible for compensation of its own agents, employees and representatives,
as well as all applicable withholding taxes thereon (including unemployment compensation) and all workers’ compensation insurance.
This Agreement does not establish any partnership, joint venture, or other business entity or association between the parties.
11. ATTORNEY'S FEES
either party default in the terms or conditions of this Agreement and suit be filed as a result of such default, the prevailing
party shall be entitled to recover all costs incurred as a result of such default including all costs and reasonable attorney fees
through trial and appeal.
12. WAIVER OF BREACH
by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach by the other party.
and obligations of the parties under this Agreement shall inure to the benefit of and shall be binding upon the successors and
assigns of the parties.
required or permitted to be given under this Agreement shall be sufficient if in writing, and if sent by certified mail, return
receipt requested, or UPS, Federal Express or similar carrier to the principal officer of the party being notified.
or more of the provisions of this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision, to
the extent invalid, illegal, or unenforceable, and provided that such provision is not essential to the transaction provided for
by this Agreement, shall not affect any other provision hereof, and the Agreement shall be construed as if such provision had never
been contained herein.
16. GOVERNING LAW, VENUE
concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law
thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such
proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.
17. ENTIRE AGREEMENT
contains the entire agreement between the parties and may be modified only by agreement in writing, signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is sought.
IN WITNESS WHEREOF,
the parties hereto, intending to be legally bound, have executed this Agreement on this 21st day of April, 2017 to be effective
on April 24, 2017.
|/s/ Xxxxx Xxxx
|By: Xxxxx Xxxx, CEO
|ENTEST BIOMEDICAL, Inc.
|/s/ Xxxxxxx Xxxxxxxx
|By: Xxxxxxx Xxxxxxxx, President
|Synergy Business Consultants LLC