EXHIBIT 10.1
INVESTOR RELATIONS AGREEMENT
THIS AGREEMENT dated for reference the 6th day of March, 2000.
BETWEEN:
XXXXXX MUSIC INC., a company amalgamated under the laws of
the Province of Alberta, having its principal office at 0000 Xxxx
Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
MARKET STRATEGIES (USA)., a company incorporated under the
laws of the State of New York, having an office address of 0000
Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
(hereinafter referred to as "Market Strategies")
OF THE SECOND PART
WHEREAS:
A. The Company is engaged in the business of Internet commerce and the
manufacturing and distribution of drums and drum products (the "Business").
B The Company is an "exchange issuer" under the securities laws of the
Province of British Columbia and the common shares of the Company are
listed and posted for trading on the Canadian Venture Exchange (the "CDNX")
under the trading symbol AYO and
C. Market Strategies is engaged in the business of providing marketing,
promotional and investor relation services to listed companies and has
agreed to provide such services to the Company on the terms and conditions
set forth herein.
D. The Company has nominated Xxx Xxxxxxxxxxx to be its representative and
contact person in dealings with Market Strategies, and Market Strategies
has nominated Xxxxxx XxXxx to be its representative and contact person in
dealings with the Company.
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NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and of the mutual covenants and agreements herein set forth, the parties
covenant and agree as follows:
1. INTERPRETATION
This Agreement and all matters arising hereunder will be governed by, construed
and enforced in accordance with the laws of the Province of British Columbia and
all disputes arising under this Agreement will be referred to the Courts of the
Province of British Columbia.
2. ENGAGEMENT
The Company hereby engages Market Strategies to provide investor relations and
marketing services to the Company including, but not limited to, the following:
a) contacting persons registered to trade in securities pursuant to the
provisions of the Securities Act or of the securities legislation of the
jurisdiction where such persons reside and informing them of the
particulars of the development of the Company's projects and business, and
the potential of the Company's shares as an investment;
b) assisting the Company's Board of Directors in coordinating any advertising
and other public relations program being implemented by the Company;
c) acting in a liaison capacity between the directors and senior officers of
the Company, the persons referred to in Section 2(a) and the shareholders
of the Company;
d) assisting in identifying and reviewing possible acquisitions, joint
ventures or partnership opportunities for the development of the Company's
business;
e) circulating to the persons referred to in Section 2(a) such as the
quarterly reports and other material financial or information documentation
as may be reasonably requested by such persons;
f) using its expertise, contacts and resources to generally increase the value
of the Company through expansion into new business opportunities; and
g) such other services as may be agreed upon by the Company's Board of
Directors and Market Strategies, including assistance in arranging desired
equity financing from time to time.
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TERM
a) Subject to prior termination in accordance with Section 9, this Agreement
will be effective January 21, 2000 and will remain in full force and effect
for a one year period up to and including the close of business on January
21, 2001; and
b) If the Company wishes to engage Market Strategies after the term of this
Agreement has expired, all work performed will be completed on a month to
month basis.
3. REMUNERATION
In consideration of Market Strategies having rendered services to the Company,
the Company will pay to Market Strategies a fee to be satisfied on the Company
issuing 500,000 common shares upon the execution of this Agreement. All shares
issued to Market Strategies will be subject to such hold periods as may be
imposed by applicable securities laws or the policies of the CDNX, and the
issuance of such shares will in all circumstances be subject to the prior
approval of the CDNX, which the Company agrees to diligently seek to obtain, but
which the Company does not represent or warrant will be granted in a timely
manner or at all.
4. EXPENSES
a) The Company will pay Market Strategies reasonable expenses and
disbursements in connection with the performance of Market Strategies
duties hereunder, only upon prior approval the Company.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby presents and warrants to Market Strategies that:
a) The Company is a duly amalgamated company pursuant to the provisions of the
Business Corporations Act (Alberta) and is in good standing in the office
of the Corporations branch in the Province of Alberta with respect to the
filing of annual returns.
b) The common shares in the capital of the Company are listed and posted for
trading on the CDNX.
c) The Company is not in default of any of the terms and conditions of the
listing agreement made between the Company and the CDNX and, to the best of
the Company's knowledge, information and belief, the Company has complied
with all of the rules and policies of the CDNX.
d) The Company is an "exchange issuer" under the securities laws of the
Provinces of Alberta and British Columbia.
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e) To the best of the Company's knowledge, information and belief, the Company
has complied with the continuous disclosure requirements of the securities
laws of the Provinces of Alberta and British Columbia.
f) The execution and delivery of this Agreement has been duly authorized by
all required corporate action on behalf of the Company.
6. REPRESENTATIONS AND WARRANTIES OF MARKET STRATEGIES
Market Strategies hereby represents and warrants to the Company that:
a) Market Strategies is duly incorporated pursuant to the laws of the State of
New York;
b) the execution and delivery of this Agreement has been duly authorized by
all required corporate action on behalf of Market Strategies; and
c) Market Strategies is not registered in accordance with the securities laws
of British Columbia or Alberta to trade in securities nor to act as an
advisor to such actions.
7. COVENANTS OF THE COMPANY
The Company hereby covenants and agrees with Market Strategies that:
a) during the term of this Agreement, the Company will promptly advise Market
Strategies of:
(i) any material change in the business or affairs of the Company;
(ii) any cease trade order or trading halt made or imposed upon the
Company, any of the directors, senior officers or insiders of
the Company by any commission, exchange, governmental or
self-regulatory body having jurisdiction over the Company and
its affairs.
b) the Company will advise its directors, senior officers and senior employees
not to disclose to Market Strategies any confidential information
pertaining to the Company's business and affairs until the Company has
complied with any applicable continuous disclosure requirements in force.
8. COVENANTS OF MARKET STRATEGIES
Market Strategies covenants and agrees with the Company that:
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a) in performing their duties hereunder, they will comply with all applicable
securities legislation and regulations;
b) no use may be made of confidential Information relating to the Company's
business and affairs until the Company has complied with the continuous
disclosure requirements applicable to them;
c) Market Strategies will not disclose the private affairs of the Company or
any secrets of the Company to any persons other than the Board of Directors
of the Company or as may be required by the laws of Canada or any province
therein;
d) Market Strategies will act in the best interests of the Company and will
not make any misrepresentations whatsoever with respect to the Company's
business and affairs; and
e) Market Strategies will provide any documentation that it intends to forward
to potential or existing shareholders to the Company for its review and
approval prior to distribution.
9. TERMINATION OF AGREEMENT
a) This Agreement will terminate on the earlier of January 21, 2001 or upon a
date which is thirty (30) days after either the Company or Market
Strategies give written notice to the other party that no termination of
this Agreement shall operate to relieve either party of any obligation on
the part of that party which arose before the date of notice of
termination.
10. RETURN OF MATERIALS
Upon the expiration of the term of this Agreement or earlier termination of this
Agreement in accordance with Section 10 hereof, Market Strategies will return to
the Company all materials in their possession which have been delivered to them
by the Company.
11. GENERAL
a) Time of Essence
Time is hereby expressly made of the essence of this Agreement with respect to
the performance by the parties of their respective obligations under this
Agreement.
b) Enurement
This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, personal
representatives, successors and assigns.
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c) Entire Agreement
This Agreement constitutes the entire agreement between the parties and
supersedes all previous expectations, understandings, communications,
representations and agreements, whether verbal or written between the parties
with respect to the subject matter hereof.
d) Further Assurances
Each of the parties hereto hereby covenants and agrees to execute such further
and other documents and instruments and do such further and other things as may
be necessary to implement and carry out the intent of this Agreement.
e) Notices
All notices, requests, demands and other communications hereunder will be in
writing and will be deemed to have been duly given if delivered by hand or
mailed, postage prepaid, addressed to the parties at their addresses first set
forth above or to such other address as may be given in writing by the Company
or the Consultant and will be deemed to have been received, if delivered on the
date of delivery and if mailed as aforesaid within Canada, then on the fifth
business day following the posting thereof provided that if there will be,
between the time of mailing, and the actual receipt of the notice a mail strike,
slowdown or other labour dispute which might affect the delivery of the notice
by the mails, then the notice will only be effective if actually delivered.
f) Severability of Clauses
In the event that any provisions of this Agreement or any part thereof is
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions will not in any way be affected or impaired thereby.
g) Assignment
This Agreement will not be assignable by either of the parties hereto.
h) Execution by Facsimile and in Counterpart
This Agreement may be executed by facsimile and in counterpart, and of which
such facsimile copies and counterparts, notwithstanding the date or dates upon
which this Agreement is executed and delivered by any of the parties, shall
collectively be deemed to be an original and will constitute one and the same
agreement, effective as of the reference date given above.
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IN WITNESS WHEREOF, the parties hereto have hereunder executed this Agreement as
of the day and year first above written.
XXXXXX MUSIC INC.
/s/ Xxxxx Xxxxxx
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Authorized Signatory
MARKET STRATEGIES (USA)
/s/ Xxxxxx XxXxx
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Authorized Signatory
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