PUBLIC RELATIONS AND MARKETING CONSULTANT AGREEMENT
PUBLIC
RELATIONS AND MARKETING CONSULTANT AGREEMENT
This
Consulting Services Agreement (the “Agreement”), dated
August _____, 2008, is made by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Consultant”) and
River Hawk Aviation, a Nevada corporation (the “Company”). The
Consultant and the Company shall hereafter be referred to individually as a
“Party” and
collectively as the “Parties.”
WHEREAS,
Consultant has extensive background in financial services and strategic aviation
consulting;
WHEREAS,
Consultant desires to be engaged by Company to provide public and investor
relations management and strategic marketing services to the company subject to
the conditions set forth herein; and
WHEREAS,
Company desires to engage Consultant to provide the services in his area of
knowledge and expertise on the terms and subject to the conditions set forth
herein; and
NOW,
THEREFORE, in consideration for those services Consultant agrees to provide to
the Company, the Parties agree as follows:
1. Services
of Consultant.
Consultant
agrees to perform for Company the Services defined below during the term of this
Agreement, upon such terms and to the extent the parties agree from time to
time. The nature of the Services to be provided shall include, but
are not limited to (the “Services”):
|
(1)
|
Identify
catalysts and value propositions as they relate to the Company’s financial
growth strategy;
|
|
(2)
|
Facilitate
the communication of the Company’s growth strategy to the financial
community in general and to the high net-worth investor niche in
particular;
|
|
(3)
|
Undertake
targeted investor relations with specific high-end investors and potential
investors;
|
|
(4)
|
Consultant
will provide the above stated advisory and consulting services to the
Company in conjunction with the development of the Company’s marketing
plan, business plan and goals.
|
|
(5)
|
Consultant
will assist in the development of the Company’s marketing plan, business
plan and goals;
|
|
(6)
|
Consultant
will advise on and implement strategy for maximizing the Company’s
exposure to, and penetration of, its target market, clients, and
vendors.
|
|
(7)
|
Within
ninety (90) days of the date of this Agreement, the Consultant shall
submit revised and updated list of Services that shall detail his plans in
reflection of his evaluation of the Company’s public relations and
investor relations needs in relation to the contemplated Services, which
shall be acceptable to the Company, but not unreasonably
rejected.
|
2. Consideration.
In
consideration for the Services rendered to the Company hereunder during the Term
(defined below) by Consultant and Consultant’s covenants hereunder, the Company
shall pay to Consultant compensation including:
Two
Million (2,000,000) shares of Series A Preferred Convertible Stock of the
Company (“Series A Preferred”). The
Series A Preferred shall provide the holder with the following benefits and are
subject to the following conditions:
|
(1)
|
The
Series A Preferred provides the holder with 10 votes per share on any
matter properly put forth to the shareholders of the
Company;
|
|
(2)
|
Holders
of Series A Preferred have liquidation preferences as compared with common
stock;
|
|
(3)
|
Series
A Preferred is convertible at the holder’s election into common stock of
the Company, at a ratio of 1:1;
|
|
(4)
|
Shares
issued pursuant to the exercise of this Agreement shall be issued for the
benefit of ▇▇▇▇▇ ▇▇▇▇▇▇▇, the individual performing the Services for the
Company. All shares and certificates representing such shares
shall be subject to applicable SEC, federal, state (Blue sky) and local
laws and additional restrictions set forth herein;
and
|
|
(5)
|
Consultant
shall be entitled to “piggy-back” registration rights for (i) the Series A
Preferred on all registrations of the Company, except for registrations
filed on Form S-4 or Form S-8, or on any demand registrations of any other
investor subject to the right, however, of the Company and its
underwriters to reduce the number of shares proposed to be registered pro
rata in view of market conditions. The Company shall bear
registration expenses (exclusive of underwriting discounts and
commissions) of all such demands, piggy-backs, and S-3 or S-1
registrations; and
|
|
(6)
|
The
following legend (or a legend substantially in the following form) shall
be placed on certificates representing the Series A Preferred issued
pursuant to this
Agreement:
|
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.
|
(7)
|
The
Consultant hereby acknowledges that the Company needs to amend its Series
A Preferred Certificate of Designation in order to issue the full
consideration of Series A Preferred shares, and the Company agrees to
undertake the necessary steps to effect the required amendment within
sixty (60) days of the date of this
Agreement.
|
3. Confidentiality.
Each
party agrees that during the course of this Agreement, information that is
confidential or of a proprietary nature may be disclosed to the other party,
including, but not limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage rates,
advertising relationships, projections, and marketing data (“Confidential
Information”). Confidential Information shall not include information
that the receiving party can demonstrate (a) is, as of the time of its
disclosure, or thereafter becomes part of the public domain through a source
other than the receiving party, (b) was known to the receiving party as of the
time of its disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a confidentiality
obligation to the providing party. Confidential Information need not
be marked as confidential at the time of disclosure to receive “Confidential
Information” protection as required herein, rather all information disclosed
that, given the nature of the information or the circumstances surrounding its
disclosure reasonably should be considered as confidential, shall receive
“Confidential Information” protection.
4. Non-Competition,
Non-Solicitation.
(a) Non-Competition.
Consultant
agrees that he shall not, during the Term and for one year subsequent thereto
directly or indirectly, engage or be interested in any business(es) that is
competitive with the business being conducted by the Company through the
consulting Term, without the express written approval of the
Company.
(b)
Non-Solicitation.
Consultant
agrees that he will not, without the prior written consent of the Company, for a
period of two years after the termination of employment, directly or indirectly
disturb, entice, or in any other manner persuade, any employee or consultant of
the Company to discontinue that person’s or firm’s relationship with the Company
if the employee(s) and/or consultant(s) were employed by the Company at any time
during the twelve (12) month period prior to the termination date.
Consultant
further agrees that he will not, for a period of two (2) years following the
termination of employment, contact or solicit orders, sales or business from any
customer of the Company’s so as to induce or attempt to induce such customer to
cease doing business with the Company.
5. Indemnification.
(a) Company.
The
Company agrees to indemnify, defend, and shall hold harmless Consultant and/or
his agents, and to defend any action brought against said parties with respect
to any claim, demand, cause of action, debt or liability, including reasonable
attorneys' fees to the extent that such action is based upon a claim that: (i)
is true, (ii) would constitute a breach of any of Company's representations,
warranties, or agreements hereunder, or (iii) arises out of the negligence or
willful misconduct of Company.
(b) Consultant.
The
Consultant agrees to indemnify, defend, and shall hold harmless Company, its
directors, employees and agents, and defend any action brought against same with
respect to any claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees, to the extent that such an action arises out of the
gross negligence or willful misconduct of Consultant.
(c) Notice.
In
claiming any indemnification hereunder, the indemnified party shall promptly
provide the indemnifying party with written notice of any claim, which the
indemnified party believes falls within the scope of the foregoing paragraphs.
The indemnified party may, at its expense, assist in the defense if it so
chooses, provided that the indemnifying party shall control such defense, and
all negotiations relative to the settlement of any such claim. Any settlement
intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably
withheld.
6. Termination
and Renewal.
(a) Term.
This
Agreement shall become effective on the date first written above and terminate
twenty-four (24) months thereafter, unless terminated sooner in accordance with
Section 6(b), below (the “Term”). Unless otherwise agreed upon in writing by
Consultant and Company, this Agreement shall not automatically renew beyond its
term.
(b) Termination.
Either
party may terminate this Agreement on thirty (30) calendar days written notice
without cause, or within fifteen (15) calendar days following written notice
prior to such action, if the other party materially breaches any of its
representations, warranties or obligations under this Agreement, and such party
fails to cure such breach within such fifteen (15) days following
delivery of notice. Except as may be otherwise provided in this
Agreement, such breach by either party will result in the other party being
responsible to reimburse the non-defaulting party for all costs incurred
directly as a result of the breach of this Agreement, and shall be subject to
such damages as may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.
(c) Termination
and Payment.
Upon any
termination or expiration of this Agreement, Company shall pay all unpaid and
outstanding fees, through the effective date of termination or expiration of
this Agreement, including all Series A Preferred vested through the date of such
termination or expiration, as detailed in Section 2(5), above. And upon such
termination, Consultant shall provide and deliver to Company any and all
outstanding Services due through the effective date of this
Agreement.
7. Remedies
Should Consultant at anytime materially
breach any of terms outlined in this Agreement, Company shall have the right to
seek remedies, including but not limited to: i) a temporary restraining order
and permanent injunction; ii) liquidated damages; iii) cancellation of the
interests underlying the stock certificates.
8. Miscellaneous.
|
a)
|
Independent
Contractor.
|
Consultant
shall render all Services hereunder as an independent contractor and shall not
hold himself out as an agent of Company. Nothing herein shall be construed to
create or confer upon Consultant the right to make contracts or commitments for
or on behalf of Company.
|
b)
|
Right
to Hire Sub-Consultants
|
The
Parties agree that Consultant shall be authorized to hire sub-consultants only
with pre-notification and approval by the Company.
|
c)
|
Right
to Incur Extraordinary Expenses
|
The
Parties agree that Consultant shall be entitled to reimbursement for
extraordinary expenses only with pre-notification and approval by the Company
before the expenses are incurred.
|
d)
|
Negative
Covenants
|
Consultant hereby covenants that at no
time will he provide any service that directly or indirectly promotes or
maintains a market for the Company’s securities nor act as a conduit for
distributing securities to the general public. Moreover, Consultant
will not provide certain services including but not limited to: acting as a
broker or dealer or arrange or effect mergers or circulate research to broaden
or sustain a market price.
|
e)
|
Rights
Cumulative; Waivers.
|
The
rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall not be
capable of being waived or varied other than by an express waiver or variation
in writing. Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any other such
right. Any defective or partial exercise of any of such rights shall
not preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of any
party shall in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.
|
f)
|
Benefit;
Successors Bound.
|
This
Agreement and the terms, covenants, conditions, provisions, obligations,
undertakings, rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the undersigned parties and their heirs, executors,
administrators, representatives, successors, and permitted assigns.
|
g)
|
Entire
Agreement.
|
This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof. There are no promises, agreements, conditions,
undertakings, understandings, warranties, covenants or representations,
oral or written, express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth in this
Agreement. Any such negotiations, promises, or understandings shall
not be used to interpret or constitute this Agreement.
|
h)
|
Assignment.
|
Neither
this Agreement nor any other benefit to accrue hereunder shall be assigned or
transferred by either party, either in whole or in part, without the written
consent of the other party, and any purported assignment in violation hereof
shall be void.
|
i)
|
Amendment.
|
This
Agreement may be amended only by an instrument in writing executed by all the
parties hereto.
|
j)
|
Severability.
|
Each part
of this Agreement is intended to be severable. In the event that any
provision of this Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render it enforceable and as so
severed or modified, this Agreement shall continue in full force and
effect.
|
k)
|
Section
Headings.
|
The
Section headings in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
|
l)
|
Construction.
|
Unless
the context otherwise requires, when used herein, the singular shall be deemed
to include the plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.
|
m)
|
Further
Assurances.
|
In
addition to the instruments and documents to be made, executed and delivered
pursuant to this Agreement, the parties hereto agree to make, execute and
deliver or cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and the
transactions contemplated hereby.
|
n)
|
Notices.
|
Any
notice which is required or desired under this Agreement shall be given in
writing and may be sent by personal delivery or by mail (either (i) United
States mail, postage prepaid, or (ii) Federal Express or similar generally
recognized overnight carrier), addressed as follows (subject to the right to
designate a different address by notice similarly given):
|
|
If
to Company:
|
River
Hawk Aviation
Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
With a
copy (which shall not constitute notice) to:
The ▇▇▇▇
Law Group, PLLC
Attn:
▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
If
to Consultant:
|
▇▇▇▇▇
▇▇▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇
|
o)
|
Governing
Law.
|
This
Agreement shall be governed by the interpreted in accordance with the laws of
the State of Nevada without reference to its conflicts of laws rules or
principles. Each of the parties consents to the exclusive
jurisdiction of the federal courts of the State of Nevada in connection with any
dispute arising under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non coveniens, to the
bringing of any such proceeding in such jurisdictions.
|
p)
|
Consents.
|
The
person signing this Agreement on behalf of each party hereby represents and
warrants that he has the necessary power, consent and authority to execute and
deliver this Agreement on behalf of such party.
Unless
provided otherwise within this Agreement, it is acknowledged by the Company
that: (i) the Consultant has consulted his own counsel on all aspects of this
Agreement; and (ii) the Company has not made any representations to the
Consultant to induce it to enter into this Agreement.
|
q)
|
Survival
of Provisions.
|
The
provisions contained in paragraphs 3, 4, 5 and 8(b) of this Agreement shall
survive the termination of this Agreement.
|
r)
|
Execution
in Counterparts.
|
This
Agreement may be executed via facsimile and in any number of counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same agreement.
[Remainder of page intentionally left
blank. Signature blocks appear on following
page.]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and have
agreed to and accepted the terms herein on the date written above.
CLIENT:
RIVER HAWK AVIATION
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Its: President & CEO
CONSULTANT:
▇▇▇▇▇
▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇,
President