INVESTOR RELATIONS CONSULTING AGREEMENT
This consulting agreement ("Agreement") is made this 28th of February
2011. By and between Iron Eagle Group, Inc. (OTC BB: IEAG)
(thereinafter referred to as the "Company" or "IEAG"), and Hayden IR
(hereinafter referred to as the "Consultant" or "HIR").
EXPLANATORY STATEMENT
The Consultant affirms that it has successfully demonstrated financial
and public relations consulting expertise, and possesses valuable
knowledge, and experience in the areas of business finance and
corporate investor/public relations. The Company believes that the
Consultant's knowledge, expertise and experience would benefit the
Company, and the Company desires to retain the Consultant to perform
consulting services for the Company under this Agreement.
NOW, THEREFORE, in consideration of their mutual agreements and
covenants contained herein, and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and in further
consideration of the affixation by the parties of their respective
signatures below, the parties agree as follows.
I. CONSULTING SERVICES
1.1 HIR agrees that for a period of twelve (12) months commencing on
March 1, 2011, the Consultant will reasonably be available during
regular business hours to advise, counsel and inform designated
officers and employees of the Company about the various industries and
business in which IEAG is engaged, financial markets and exchanges,
competitors, business acquisitions and other aspects of or concerning
the Company's business about which HIR has knowledge or expertise.
1.2 HIR shall render services to the Company as an independent
contractor, and not as an employee. All services rendered by HIR on
behalf of the Company shall be performed to the best of HIR's ability
in concert with the overall business plan of the Company and the goals
and objectives of the Company's management and Board of Directors.
II. SCOPE OF SERVICES/PROGRAMS/ACTIVITIES:
HIR will strive to gain a thorough understanding of IEAG's business and
a basic understanding of the markets addressed. Here are some of the
key points that need to be incorporated into the current Investor
Relations messaging and strategy:
- Channels to market and associated time frames.
- Establishing and articulating the key operating metrics
that investors/shareholders should focus on to judge future
performance. (Setting up mile-markers to judge progress.)
- Proper packaging and messaging of the investment
opportunity through the presentation, corporate profile, and other
shareholder communiques.
- Adequately expanding the investor audience with the
proper constituents (retail brokers, high net worth individuals, money
managers with individual {separate accounts}, smaller quasi-
institutional portfolio managers, and sector analysts) who can purchase
and market micro/small cap stocks which are illiquid.
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Objectives of the program will be to increase liquidity of the publicly
held shares I the marketplace through a proactive program that will
develop, implement, and maintain an ongoing stock market support system
for IEAG with the general objective of expanding awareness among
stockbrokers, analysts, micro-cap portfolio/fund managers, and market
makers. Primary means towards this end include a proactive outbound
telephone campaign by HIR, teleconference calls for investment
professionals with management, the pursuit of research coverage,
executing non-deal investor roadshows, presenting at suitable investor
conferences, and utilizing any other media to reach the retail and
institutional public markets.
1. PROFESSIONAL INVESTMENT COMMUNITY AWARENESS
A. Conference calls/meetings arranged by HIR in select cities
(and compatible times) with senior management at IEAG. Target cities
include New York, Baltimore, Boston, Greenwich/Stanford, Dallas, San
Antonio, Houston, Denver, Atlanta, Phoenix/Scottsdale, Charlotte,
Chicago, Minneapolis, Southern Florida, Southern California, San
Francisco, St. Louis, Philadelphia, and other select cities that
express interest. Goal is five to seven meetings in a single day and we
combine contacts to increase the number of participants at each meeting
when possible. We will commit to executing 2 days of road shows per
quarter.
B. All interested parties will be continually updated of
client's progress via phone conversations through our e-mail list for
news releases.
C. HIR will screen all investment firms for upcoming financial
conferences, which would be appropriate for IEAG. HIR will work through
the proper channels with the goal of receiving invitations for
management to present at those conferences which are relevant.
2. SHAREHOLDER COMMUNICATIONS
A. Contact shareholders on a quarterly basis and gather
perception feedback on their views of how the business is evolving and
management's execution relative to expectations.
B. Open dialogue, expand and update database and keep key
investors informed once material developments are reported.
C. Understand the financials and all operating metrics of the
company in detail, facilitating interactions with new and current
investors and articulating the necessary information to assist
professionals in completing their due diligence.
D. Handle investor requests for timely information fulfillment
via the telephone and e-mail. HIR will have knowledgeable senior
professional available during market hours to field and respond to all
investor inquiries and update the shareholder database accordingly.
This is a time intensive service that allows management to focus on
executing while showing the company is shareholder friendly and
proactive in its communication efforts.
E. HIR will provide same day fulfillment for all investor
package requests.
F. Quarterly Conference Calls to accompany the release of
quarterly and annual financial results. HIR will assist or draft the
entire script for these calls and monitor the continuity to ensure a
smooth roll-out for investors.
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3. THE FINANCIAL PRESS
A. HIR will assist senior management to draft and complete
press releases on all material events as deemed by the Company.
Management and corporate counsel will approve all press releases before
they are sent to the wire.
B. HIR has negotiated volume discounts with top-tier wire
service vendor and can pass through significantly discounted pricing on
wide-range of services.
C. At company's discretion, HIR will disseminate news releases
through a Broadcast Fax and/or electronic mail (e-mail) to our
established database of financial professionals including: special
situation analysts, brokers, fund managers, individual investors, money
managers, and current or prospective individual shareholders who are
already invested or have expressed an interest in IEAG.
4. PUBLIC MARKET INSIGHT
Paramount to our collective efforts, HIR will discuss with senior
management the importance of establishing conservative expectations and
how various corporate actions may be perceived and impact the public
market. HIR has the capability to help assess acquisition candidates,
discuss the financial impacts, in addition to the longer term
implications. We will assist senior management in understanding the
life cycle of the financial markets and how IEAG is impacted directly
and indirectly by different variables. The Team at HIR leverages its
collective expertise gained through representing over 200 public
companies to help our clients understand expectations, valuations,
perceptions, and investments methodologies utilized by investment
professionals. We believe this consulting aspect of our business is
extremely valuable for management to optimize key opportunities and to
avoid pitfalls.
III. AGENDA:
FIRST 30 DAYS
A. Spend half-day with management to understand the
Company's business plan, financial forecasts, capital expenditure needs
and cash flow projections, in addition to acquisition and expansion
plans.
B. Create a two-page Corporate Profile, which clearly
articulates the current business and financial position, as well as the
strategy for future growth. This is an important marketing piece for
investors to quickly learn about the company.
C. Update/improve/create Investor PowerPoint presentation.
HIR will incorporate industry research, feedback from conversations and
meetings to improve the Investor PowerPoint and message delivery.
Presentation updated at least once per quarter.
D. Build a targeted investor distributed list for IEAG,
leveraging our national, relational database particularly to include
those who have shown interest in industrial companies.
E. Review the current news queue and assist and provide
input for all corporate press releases including both creation and
ongoing revisions. We will assist by providing additional fact finding
and other market research which will help the context and delivery of
the message. This will be an ongoing initiative and objective.
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F. Create a formal investor package and update accordingly
to augment electronic investor kits typically distributed. HIR will
mail these directly upon investor request. Generally this will include
two page corporate profile, PowerPoint and recent quarterly/annual and
press releases.
G. Make introductions to capital sources through
teleconferences as well as face-to-face introductions who may be in
position to provide or arrange for bridge financing to Iron Eagle (can
be done as soon as Corporate Profile is finalized and approved).
MONTH 2
A. Provide suggestions for the corporate website,
specifically the IR Section.
B. Formalize press release calendar for coming 3 months.
Create, edit and release accordingly.
C. Begin making introductions to investment professionals
while seeding and confirming meetings for road shows. Practice and
refine presentation with management team.
D. Target brokers, micro-cap fund managers, buy and sell
side analysts, and very high net worth investors which follow companies
with a similar profile to IEAG.
E. Execute a one or two day road show consisting of 1/1
and group meetings with qualified investment professionals. A detailed
description of each contact will be provided prior to the meeting.
During the meetings and/or conference calls a member of HIR will be
available to facilitate the correspondence and assist with due
diligence. Management will be provided with a summary of feedback
including HIR's suggestions for improvements on both the context and
delivery of the company's story.
F. Start planning for investor conference participation
in 2011.
MONTH 3
A. Conduct a one- to two-day road show with interested
potential investors in conjunction with one-on-one teleconference calls
with management. Continue to make additional introductions for
investment professionals on behalf of the Company. Follow-up and spend
time to assist with due diligence efforts and convert introductions to
potential new shareholders. Schedule conference calls if necessary and
establish a pipeline of interest for next road show.
B. Formalize and continually update the database to ensure
that all press releases are faxed and/or e-mailed to all interested
professionals. This includes the input of notes to keep track of all
investor correspondence and reminder calls to all investor prior to
earnings conference calls.
C. Update and conduct feedback sessions with current and
future shareholders to better understand current and future
expectations. This information will be utilized in upcoming conference
calls to ensure the company is proactive and prudent in setting the
correct bar for investors to measure performance.
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MONTH 4
A. Target brokerage firms who hold conferences which would be
applicable for IEAG. Establish a goal of having management present in
at least two conferences during the twelve month period. We will also
seek to have the Company be included in "sell-side" sponsored investor
tours in the U.S.
B. Target newsletter editors and publishers for a "Buy
Recommendation". Focus on Business Publications for appropriate stories
on IEAG' products, competitive advantage and value proposition to
investors.
MONTH 5
A. Begin to Plan out and book next Road Show Agenda targeting
different cities than previously visited.
MONTHS 6-12
A. Continue with agenda based items to ensure continuity of
Investor Relations Plan.
B. Draft letter to shareholders either semiannual or
annually to keep up to speed if not doing earnings conference calls.
C. Book formal Road Shows each quarter, preferably just after
earnings are released and try to tie these with participation in
conferences, and positive news announcements. Schedule conference calls
with interested investors outside of easy to reach cities.
Provide progress reports to senior management when appropriate.
Evaluate achievements after the first 180 days and make changes where
necessary. Many of the above items will occur simultaneously but
certain items will have chronological priority over others. As IEAG
evolves, the appropriate approach to the market will be incorporated
into the agenda for optimal results. In the event that IEAG files and
S-1 or other document in which it signals that it will be going out to
raise capital, we will work in the background to support the bankers
who do the capital raise, and we will discuss and adjust our level of
activity as appropriate, consistent, and compliant with the spirit and
regulations of FINRA, the SEC, and other appropriate
regulatory/compliance agencies.
IV. TERM
This agreement shall remain in effect for a period commencing on the
signature date and terminating twelve months (365 days) from signing
date. In the event that HIR commits any material breach or violation of
the provisions of this Agreement, then, the Client has the right to
terminate this agreement any time during the contractual period and/or
any extension periods after the initial contractual period. In
addition, the Client has the right to terminate after the initial six-
month period if HIR is unable to fulfill its obligations in the formal
agreement.
V. COMPENSATION
Based on a commitment of resources necessary to perform successfully on
behalf of IEAG for a period of 12 months, Hayden IR requests the
following compensation terms:
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Cash and Equity
- Monthly Cash fee; $0 for first six months; for months seven
through twelve, assuming a funding event occurs of $10 million or more,
HaydenIR will be paid a cash fee of $7,000 per month by Iron Eagle. If
no such funding event occurs, the monthly cash component will remain at
$0.00 and the equity component will increase per Equity section
immediately following.
- Equity: 75,000 shares of restricted common stock will be issued
to HaydenIR within 30 days of engagement. If the company does not raise
enough money for IR support or elects to omit the cash fee starting in
month seven, an additional 75,000 shares of restricted common stock
will be issued to HaydenIR within 30 days following the sixth month of
engagement.
Expenses: Only expenses that would ordinarily be incurred by the Client
will be billed back via invoice on a monthly basis. Applicable
reimbursements would include: creation, printing and postage for
investor packages, fees for news wire services, and fees for fax-
broadcasting news releases. Any packages requiring additional
photocopying/printing will be billed back to the Client at cost (with
no xxxx-up). Other items, such as broker lunch and other face-to-face
presentations, air travel, hotel, and ground transportation to/from
conferences or other investor venues, or media campaigns, etc. shall
also be paid by the Client, upon HaydenIR invoice, as accompanied by
appropriate receipts.
VI. PRIOR RESTRICTION
HIR represents to the Company that it is not subject to, or bound by,
any agreement which sets forth or contains any provision, the existence
or enforcement of which would in any way restrict or hinder HIR from
performing the services on behalf of the Company that HIR is herein
agreeing to perform. Neither HIR nor any consultant it utilizes in
connection with the services provided to Company shall provide any
representation to a competitor of Company during the term of this
agreement (including any extensions thereof) and for a period of one
year thereafter.
VII. ASSIGNMENT
This Agreement in personal to HIR and may not be assigned in any way by
HIR without the prior written consent of the Company. Subject to
foregoing, the rights and obligations under this Agreement shall inure
to the benefit of, and shall be binding upon, the heirs, legatees,
successors and permitted assigns of HIR, and upon the successors and
assigns of the Company.
VIII. CONFIDENTIALITY
Except as required by law or court order, HIR will keep confidential
any trade secrets or confidential or proprietary information of the
Company which are now known to HIR or which hereinafter may become
known to HIR and HIR shall not at any time directly or indirectly
disclose or permit to be disclosed any such information to any person,
firm, or corporation or other entity, or use the same in any way other
than in connection with the business of the Company and in any case
only with prior written permission of IEAG. For purposes of this
Agreement, "trade secrets or confidential or proprietary information"
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includes information unique to or about the Company including but not
limited to its business and is not known or generally available to the
public.
HIR shall return to Company all information and property of Company
promptly upon termination or expiration of this Agreement. This
includes but is not limited to, shareholders lists, investor packages,
annual reports, annual budgets, and any other documentation that was
generated by or for IEAG during our contractual engagement.
IX. GOVERNING LAW; VENUE; DEFAULT
9.1 This Agreement shall be governed by the laws of the state of
Arizona, without regard to its conflict of law provisions. Any claim or
controversy arising under or related to any of the provisions of this
Agreement shall be brought only in the state or federal courts sitting
in Arizona. Each of the parties hereto consents to the laying of venue
therein including, without limitation, any claim of forum non
conventions.
9.2 In the event that HIR commits any material breach of any provision
of this Agreement, as determined by the Company in good faith, the
Company may, by injunctive action, compel HIR to comply with, or
restrain HIR from violating, such provision, and, in addition, and not
in alternative, the Company shall be entitled to declare HIR in default
hereunder and to terminate this Agreement and any further payments
hereunder. HIR agrees to indemnify, hold harmless and defend the
Company, its directors, officers, employees, and agents from and
against any and all claims, actions, proceedings, losses, liabilities,
costs and expenses (including without limitation, reasonable attorneys'
fees) incurred by any of them in connection with, as a result of and/or
due to any actions or inactions and/or misstatements by HIR, its
officers, agents, and/or employees regarding and/or on behalf of the
Company whether in connection with HIR's performance of its obligations
and/or rendering of services pursuant to this Agreement or otherwise.
9.3 Since HIR must at all times rely upon the accuracy and completeness
of information supplied to it by the Company's officers, directors,
agents, and employees, the Company agrees to indemnify, hold harmless,
and defend HIR, its officers, agents, and employees at the Company's
expense, against any proceeding or suit which may arise out of and/or
be due to any material misrepresentations in such information supplied
by the Company to HIR (or any material omission by the Company that
caused such supplied information to be materially misleading).
X. SEVERABILITY AND REFORMATION
If any provisions of this Agreement is held to be illegal, invalid, or
unenforceable under present or future law, such provision shall be
fully severable, and this Agreement shall be constructed and enforced
as if such illegal, invalid or unenforceable provision were never a
part hereof, and the remaining provisions shall remain in full force
and shall not be affected by the illegal, invalid, or unenforceable
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provision, or by its severance; but in any such event this Agreement
shall be construed to give effect to the severed provision to the
extent legally permissible.
XI NOTICES
Any notices required by this Agreement shall (i) be made in writing and
delivered to the party to whom it is addressed by hand delivery, by
certified mail, return receipt requested, with adequate postage
prepaid, or by courier delivery service (including major overnight
delivery companies such as Federal Express and Airborne), (ii) be
deemed given when received, and (iii) in the case of the Company, be
mailed to its principal office at 00 Xxxx 00xx Xxxxxx, Xxxxx 00X, Xxx
Xxxx, XX 00000, and in the case of HIR, be mailed to Hayden IR, 00000
X. 00xx Xxxxxx, Xxxxxxxxxx, XX 00000.
XII MISCELLANEOUS
12.1 This Agreement may not be amended, except by written instrument
signed and delivered by each of the parties hereto.
12.2 This Agreement constitutes the entire understanding between the
parties hereto with respect to the subject matter hereof, and all other
agreements relating to the subject matter hereof are hereby superseded.
12.3 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, and all of which together shall
constitute one and the same instrument. Signatures delivered by
facsimile transmission or by e-mail delivery of a ".pdf" format data
file, shall be given the same legal force and effect as original
signatures.
In Witness Whereof, the parties have executed this Consulting Agreement
as of the day and year first above written.
AGREED:
Hayden IR Iron Eagle Group, Inc.
By: /s/Xxxxx Mass By: /s/Xxxxx Xxxxxxx
------------------------ -----------------------
Xx. Xxxxx Mass, Managing Partner Mr. Xxxxx Xxxxxxx, CFO
