TRANSACTION AGREEMENT
This transaction agreement ("Agreement"), executed on the
_____ day of May 2007 and to be effective as of March 3, 2006,
sets forth the terms and conditions of the Transaction Agreement
by and between:
Lake Capital AG
Xxxxxxxxxxxx Xxxxxxxx 0 00000
Xxxxxxxxxx, Xxxxxxx
(hereinafter referred to as the "Lake Capital", "Lake Capital's") and,
Knight Energy Corp.
(hereinafter referred to as "the Company" or "the Company's") to
act as the Company's planner on the matter(s) set forth in this
Agreement. This Agreement sets forth in writing the agreement
the parties reached on March 3, 2006. Since that date, the
parties have adhered to, and carried out these terms, including
Lake Capital's provision of certain consulting services to the
Company.
In consideration of the mutual covenants of the parties set
forth in this Agreement, the parties agree to the following
terms, intending to be legally bound:
1. Engagement.
The Company has asked Lake Capital to represent the Company, as
the Company's planner with respect to Lake Capital assisting the
Company with management issues such as mergers & acquisitions,
capital markets strategies, public company issues and
introduction to Investment Banking firms of which the
compensations will be more particularly described in section 4 of
this agreement.
2. Our Duties.
Under the terms of this Agreement and for consideration disclosed
herein, Lake Capital agrees to use its best efforts to provide
the Company consul with regards to management issues such as
mergers & acquisitions, capital markets strategies, public
company issues and introduction to Investment Banking firms.
3. The Company's Duties.
The Company agrees to use the Company's best efforts to cooperate
with and assist Lake Capital in, rendering the duties, including
but not limited to, taking such actions and providing Lake
Capital with such documents, data, plans, and other information
requested by Lake Capital to perform such duties.
4. Compensation and Expenses.
The Company agrees to pay and will be billed separately for
expenses that Lake Capital may incur in its representation of the
Company, including but not limited to, meals, long distance
telephone charges, copies, couriers, approved third-party
expenses, printing, and other reasonable expenses. The Company
further agrees that in the event that travel and or lodging
becomes necessary to Lake Capital, the Company shall pay for
theses expenses in advance. In addition to the Company's payment
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of Lake Capital's expenses, the Company agrees to grant Lake
Capital warrants to purchase additional common shares. Lake
Capital shall receive 1,250,000 warrants to purchase the
Company's common shares with an exercise price of $.50, as well
as 1,250,000 warrants to purchase the Company's common shares
with an exercise price of $1.00.
5. Billing and Statements
Lake Capital will send the Company statements bi-monthly for all
expenses and duties performed since the last statement. These
invoices shall be due upon receipt. Finance charges of one and
one-half percent per month will be assessed on all balances if
payment on any invoice is not received within five (5) days after
it is invoiced. Performance Fees shall be due and payable at the
closing of completed transactions. Any Performance Fees not paid
at such closing shall accrue interest at one and one-half percent
per month until paid.
6. Term and Termination.
Lake Capital's engagement shall continue until either of the
parties provides the other with a thirty day written notice of
intention to terminate. In the event that the engagement is
terminated, the Company will pay to Lake Capital all expenses
incurred through the effective date of the termination, as well
as any additional compensation payable under the terms of
Section 4 above. Lake Capital reserves the right to cease work
on the Company's behalf immediately upon notice in the event that
the Company should become delinquent in any of the Company's
payment obligations. The provisions of Sections 4, 5, 6, 7, 8,
and 9 shall survive the termination or expiration of this
Agreement.
7. Agency and Indemnification.
Lake Capital is an independent contractor and not an employee or
partner of the Company. Neither of the parties shall undertake
to bind the other as a partner or authorized agent. Lake Capital
will use its best effort to represent the Company to others
according to the information that the Company will provide to
Lake Capital. Lake Capital will do this on the assumption that
the information and documents that the Company will provide to
Lake Capital will be complete and accurate. The Company shall
undertake to make sure that the information and documents that
the Company will give Lake Capital will be complete and accurate.
The Company agrees to indemnify, defend and hold Lake Capital and
its owners, officers, employees and agents harmless from any
liability, costs (including attorneys fees and court costs),
expenses and damages, relating to its engagement by or
representation of the Company, or the Company's breach of the
Company's obligations contained in this Agreement. The Company
will not have to indemnify Lake Capital for its gross negligence
or bad faith.
8. Confidentiality.
The terms of this Agreement are confidential and shall not be
disclosed by either party without the written consent of the
other party, except to each party's lawyers or accountants, who
shall not disclose it either. Lake Capital is authorized to
disclose to others its engagement by the Company and to disclose
to such parties any information and documents which Lake Capital
deems necessary in order to fulfill its duties. All documents
and information that the Company will give to Lake Capital shall
only be used for the purposes of this Agreement. In the event
that either party has information or documents that are not to be
disclosed to any third parties, such information or documents
shall be appropriately identified and marked "confidential" and
shall not be disclosed without authorization.
9. Jurisdiction and Venue.
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Each of the parties hereto waives trial by jury in any action or
proceeding of any kind or nature in any court in which an action
may be commenced by or against one another which arises out of or
relates to this Agreement or Lake Capital's engagement by or
representation of the Company. In addition, each of the parties
agree that any court located in Dallas county, Texas shall have
exclusive jurisdiction and proper venue to hear and determine any
claims described in the preceding sentence. Each of the parties
expressly consents and submits in advance to such jurisdiction
and venue in any action or preceding in such court. The
exclusive choice of jurisdiction and venue set forth in this
Section 9 shall not be deemed to preclude the bringing of any
action for the enforcement of any judgment obtained in such
jurisdiction in any other appropriate enforcement jurisdiction.
10. Miscellaneous.
Neither party may assign its rights or obligations under this
Agreement to any other party. The terms of this Agreement shall
bind the successors, assigns and estates of the parties. The
invalidity or unenforceability of any particular provision of
this Agreement shall not affect its other provisions, and this
Agreement shall be construed in all respects as if such invalid
or unenforceable provision were omitted. This Agreement
constitutes the entire, complete and definitive agreement between
the Company and Lake Capital. Any prior promises,
communications, warranties, discussions, and representations have
been merged into the terms of this Agreement and are canceled and
superseded by it. No amendment or waiver of the terms of this
Agreement or any provision hereof shall be effective unless made
in a writing signed by both parties. This Agreement entered into
in, and shall be governed by and construed under the laws of the
State of Texas. The headings and captions used in this Agreement
are for convenience of reference only, and shall in no way
define, limit, expand or otherwise affect the meaning or
construction of any provision of this Agreement. Any notice
required or permitted to be given pursuant to this Agreement
shall be deemed sufficiently given when delivered in person or
three business days after being deposited in the United States
mail, registered or certified mail, postage prepaid, addressed to
the party to receive such notice using their address as set forth
on the first page of this Agreement. Either of the parties may
by written notice to the other change the notice address. This
Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.
To signify the acceptance of these terms each party's authorized
agent executes and delivers this Agreement as of the date first
set forth above.
Lake Capital Partners, Inc.
By:
Xx. Xxxxxx Xxxxxx, President
Date:_______________________
Knight Energy Corp.
By:
Xxxxx Xxxx, Chief Financial Officer
Date:________________________
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