THIS INVESTOR RELATIONS AGREEMENT made as of the 28th day of July 2005,
BETWEEN:
EYI INDUSTRIES, Inc. a company subsisting under the laws of the State of Nevada
and having its office at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, XX, Xxxxxx X0X 0X0
("EYI INDUSTRIES")
AND:
AGORA Investor Relations Corp, a company incorporated in the province of
Ontario, and having its head office at 000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxx, Xxxxxx, X0X 0X0
("AGORA")
WHEREAS:
A. EYI INDUSTRIES requires the services of a corporation capable of providing
Investor Relations services (collectively, the "Services"); and
B. AGORA is ready, willing and able to provide the Services on the terms and
conditions set forth in this Agreement;
NOW THEREFORE in consideration of the mutual covenants contained herein and the
sum of $10.00 paid by each party to the other (the receipt and sufficiency of
which is hereby acknowledged), the parties hereto agree each with the other as
follows:
1. CONSULTING SERVICES
1.1 Subject to the approval of any governing regulatory authority or stock
exchange, if required, EYI INDUSTRIES shall retain AGORA to provide the
Services, the particulars of which are set out in section 4 of this Agreement,
and AGORA shall provide the Services on the terms and conditions of this
Agreement.
1.2 AGORA shall have no right or authority, express or implied, to commit or
otherwise obligate EYI INDUSTRIES in any manner whatsoever, except to the extent
specifically provided for herein or specifically authorized in writing by EYI
INDUSTRIES.
2. TERM
2.1 The term of this Agreement shall begin on August 1, 2005 and, unless sooner
terminated as provided for in section 7 of this Agreement, shall expire on the
July 31, 2006. EYI INDUSTRIES will have the option to renew this Agreement for
an additional Twelve (12) months under the same terms of this Agreement.
3. COMPENSATION
As partial compensation for services under this Agreement, AGORA shall receive
monthly cash compensation in the amount of $US 2,500.00. EYI INDUSTRIES will
provide AGORA with 3 post dated cheques at the beginning of each respective
quarter (Aug 1st, Nov. 1st, Feb. 1st, Mar. 1st ).
3.2 As the final component of compensation, EYI INDUSTRIES shall issue to AGORA
250,000 common shares of EYI INDUSTRIES (the "Shares"). On October 15th, 0000,
XXX XXXXXXXXXX shall provide the necessary information to have the restricted
legend removed so that a legal opinion may be rendered. AGORA shall be
responsible for the expenses related to the opinion letter.
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3.3 AGORA is not a "U.S. Person" as defined by Regulation S promulgated under
the United States Securities Act of 1933 (the "Act") and is not acquiring the
Shares for the account or benefit of a U.S. Person.
3.4 AGORA is acquiring the Shares hereunder as an investment for its own account
and not with a view toward the resale or distribution of any part thereof, and
AGORA has no present intention of selling, granting any participation in, or
otherwise distributing the same.
3.5 AGORA acknowledges and agrees that the shares will be restricted shares and
that the certificate representing the Shares will be endorsed with the following
legend in accordance with Regulation S of the Act:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S,PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT."
3.6 AGORA represents that it is an "accredited investor", as defined in Section
1.1(t) of National Instrument 45-106 adopted by the Ontario Securities
Commission.
3.7 AGORA shall absorb all expenses incurred in providing Services to EYI
INDUSTRIES pursuant to this Agreement.
4. SERVICES TO BE PROVIDED
4.1 AGORA agrees, at its expense, to effect communications between EYI
INDUSTRIES and its shareholder base, prospective investors and the investment
community as a whole, the details of which have been clearly defined in Schedule
"A" of this Agreement.
4.2 AGORA agrees, at its expense, to further provide marketing and branding
services intended to raise awareness amongst prospective investors and the
investment community as a whole, the details of which have been clearly defined
in Schedule "A" of this Agreement.
4.3 In performing the Services under this Agreement, AGORA shall comply with all
applicable corporate, securities and other laws, rules, regulations, notices and
policies, including those of any applicable Stock Exchange, and, in particular,
AGORA shall not:
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(a) release any financial or other information or data about EYI INDUSTRIES,
which has not been generally released or promulgated, without the prior approval
of EYI INDUSTRIES;
(b) conduct any meetings or communicate with financial analysts without
informing EYI INDUSTRIES in advance of the proposed meeting and the format or
agenda of such meeting;
(c) release any information or data about EYI INDUSTRIES to any selected or
limited person, entity, or group if AGORA is aware or ought to be aware that
such information or data has not been generally released or promulgated; and
(d) after notice by EYI INDUSTRIES of filing materials for a proposed public
offering of securities of EYI INDUSTRIES, and during any period of restriction
on publicity, AGORA shall not engage in any public relations efforts not in the
normal course without the prior approval of counsel for EYI INDUSTRIES and of
counsel for the underwriter(s), if any.
5. DUTIES OF COMPANY
5.1 EYI INDUSTRIES shall supply AGORA, on a regular and timely basis, with all
approved data and information about EYI INDUSTRIES, its management, products and
operations, and EYI INDUSTRIES shall be responsible for advising AGORA of any
facts which would affect the accuracy of any prior data or information
previously supplied to AGORA. EYI INDUSTRIES will make its best efforts to make
officers and executives available for interviews, Q&A sessions and other
investor communications. EYI INDUSTRIES will use its best efforts to respond to
reasonable questions put forth by shareholders and prospective investors.
5.2 EYI INDUSTRIES shall contemporaneously notify AGORA if any information or
data being supplied to AGORA that has not been generally released or
promulgated.
5.3 EYI INDUSTRIES shall issue a press release, to be drafted by AGORA,
announcing the Investor Relations agreement and include AGORA contact
information and instructions for investors to utilize the EYI INDUSTRIES IR HUB
at the end of every subsequent press release.
6. REPRESENTATIONS AND WARRANTIES
AGORA represents and warrants to, and covenants with, EYI INDUSTRIES as follows:
(a) AGORA and its agents, employees and consultants, will comply with all
applicable corporate and securities laws and other laws, rules, regulations,
notices and policies, including those of any applicable Stock Exchange;
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(b) AGORA will, and will cause its employees, agents and consultants to, act at
all times in the best interests of EYI INDUSTRIES; and
(c) AGORA has not been subject to any sanctions or administrative proceedings by
any securities regulatory authority
7. TERMINATION
7.1 In the event AGORA materially breaches any term of this Agreement, EYI
INDUSTRIES may immediately terminate this Agreement with "cause".
7.2 In the event of termination by EYI INDUSTRIES pursuant to paragraph 7.1, all
amounts otherwise payable to AGORA pursuant to the terms of this Agreement shall
cease and terminate.
7.3 In the event EYI INDUSTRIES or EYI INDUSTRIES materially breaches any term
of this Agreement, AGORA may immediately terminate this Agreement.
7.4 In the event of termination by AGORA pursuant to paragraph 7.3, or
termination of this agreement by EYI INDUSTRIES without cause, all amounts
otherwise payable to AGORA for the remaining and complete term of this
agreement, pursuant to the terms of Section 3, shall become immediately due and
payable and AGORA will return all material provided by EYI INDUSTRIES.
8. NOTICE
8.1 Any notice, commitment, election or communication required to be given
hereunder by either party to the other party, in any capacity shall be deemed to
have been well and sufficiently given if facsimilied or delivered to the address
of the other party as set forth on page one of this Agreement, or as later
amended by either party from time to time in writing.
8.2 Any such notice, commitment, election or other communication shall be deemed
to have been received on the third business day following the date of delivery.
9. GENERAL
9.1 All references to currency herein are to currency of The United States Of
America.
9.2 The rights and interests of the parties under this Agreement are not
assignable.
9.3 Time is of the essence of this Agreement.
9.4 This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors, personal representatives, heirs and
assigns.
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9.5 If any one or more of the provisions contained in this Agreement should be
invalid, illegal or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of such provision or provisions will not
in any way be affected or impaired thereby in any other jurisdiction and the
validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby, unless in either
case as a result of such determination this Agreement would fail in its
essential purpose.
9.6 The heading and section numbers appearing in this Agreement or any schedule
hereto are inserted for convenience of reference only and shall not in any way
affect the construction or interpretation of this Agreement.
9.7 This Agreement shall be construed and enforced in accordance with, and the
rights of the parties to this Agreement shall be governed by, the laws of
Ontario and each of the parties hereby irrevocably attorn to the jurisdiction of
the courts of Ontario.
9.8 AGORA is an independent contractor, responsible for compensation of its
agents, employees and representatives, as well as all applicable withholdings
therefrom and taxes thereon. This Agreement does not establish any partnership,
joint venture, or other business entity or association between the parties.
9.9 This Agreement shall supersede and replace any other agreement or
arrangement, whether oral or written, heretofore existing between the parties in
respect of the subject matter of this Agreement.
9.10 The parties shall promptly execute or cause to be executed all documents,
deeds, conveyances and other instruments of further assurance which may be
reasonably necessary or advisable to carry out fully the intent of this
Agreement.
9.11 This Agreement may be executed in as many counterparts as may be necessary
and by facsimile, each of such counterparts so executed will be deemed to be an
original and such counterparts together will constitute one and the same
instrument and, notwithstanding the date of execution, will be deemed to bear
the date as of the day and year first above written. IN WITNESS WHEREOF this
Agreement has been executed as of the day and year first above written.
EYI INDUSTRIES, Inc.
/s/ signed
Xxxx X'Xxxxx, COO
AGORA Investor Relations Corp.
/s/ signed
Xxxx Xxxxxxxx, Vice President
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SCHEDULE "A"
Lead Generation And Awareness - 2 months of AOL Small Cap Show - 2 CEO
Interviews - 2 Feature Webcasts - 4 AGORA E-Mail Bulletins - 4-8 Presidents
Messages - 12 months of AGORA MarketPlace
- 12 months of AOL Small Cap Centre Headlines
- 12 months of AGORACOM Front Page Headlines
- 5,000 Monthly Front Page Featured Company Spots
- 100,000 monthly Banner Advertising Impressions
DAILY IR MANAGEMENT AND EXECUTION
Customized and Monitored IR Hub - AGORA will create a customized and monitored
IR HUB for the purposes of communicating with current and prospective investors.
The EYI INDUSTRIES IR HUB will also contain a broker fact sheet, complete
company profile, EYI INDUSTRIES logo, executive address with a EYI INDUSTRIES
executive, stock chart, delayed quote and e-mail registration for investors and
prospective investors.
Strategy - AGORA will formulate and execute a complete IR strategy in 3-month
increments over the next 12 months.
Complete Document Creation and Delivery - AGORA will produce all investor
related documents including press releases, corporate updates, interviews,
question and answer (Q&A's) and media advisories. AGORA will be responsible for
delivering all such documents via press release (through your distributor),
e-mail and the EYI INDUSTRIES IR HUB.
Shareholder Communications and Database Management - AGORA will facilitate all
daily and regular communications with current and potential investors including
questions, requests for information and other relevant queries via e-mail and
the EYI INDUSTRIES IR HUB. AGORA will manage and update the EYI INDUSTRIES
database on a daily basis, add contacts, delete contacts, track delivery results
and manage soft and hard e-mail bounces to insure an up to date and robust
database.
Generate and Deliver Proactive Communications - Developments with respect to the
company, its industry, competitors and related products will serve as the basis
for proactive communications with current and prospective investors. AGORA will
produce and deliver proactive communications in 10 -14 day intervals.
/s/ signed /s/ signed
Initials Initials
EYI INDUSTRIES, Inc. AGORA Investor Relations
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