FACILITIES, ADMINISTRATION AND OPERATING SERVICES
AGREEMENT
THIS FACILITIES ADMINSTRATION AND OPERATING SERVICES AGREEMENT (this
"Agreement") is made as of July 31st, 2006 by and between SH Celera Capital
Corporation, a Maryland corporation (hereinafter referred to as the "SHCCC"),
and G/O International, Inc., a Colorado corporation (hereinafter referred to
as the "Corporation").
W I T N E S S E T H:
WHEREAS, the Corporation and SHCCC have entered into a Reorganization Plan and
Agreement ("Reorganization Agreement") of even date herewith pursuant to which
each has undertaken to executed and delivery a Facilities Administration and
Operating Services Agreement, setting forth the terms upon which SHCCC will
provide the facilities and administrative services to the Corporation and, for
on behalf of the Corporation, utilizing the Corporation's designated trade
name "G/O Business Solutions, Inc." to perform certain operating services
necessary for the Company to undertake providing fee based consulting services
to client companies as set forth herein (the "Corporations Business");
WHEREAS, the Corporation desires to retain SHCCC to provide the facilities and
administrative services to the Corporation and, for on behalf of the
Corporation, utilizing the Corporation's designated trade name "G/O Business
Solutions, Inc." to perform certain operating services necessary to conduct
the Corporation's Business, in the manner and on the terms hereinafter set
forth; and
WHEREAS, SHCCC is willing to provide the facilities and the administrative
services to the Corporation and, for an on behalf of the Corporation,
utilizing the Corporation's designated trade name "G/O Business Solutions,
Inc." to perform the operating services, on the terms and conditions hereafter
set forth.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the SHCCC and the Corporation hereby
agree as follows:
1. Engagement and Duties of SHCCC.
A. Engagement of SHCCC. The Corporation hereby engages SHCCC to furnish, or
arrange for others to furnish, the Facilities, the Administrative
Services (including personnel), and to perform the Operating Services
described below, subject to review by and the overall control of the
Corporation's Board of Directors for the period and on the terms and
conditions set forth in this Agreement. SHCCC hereby accepts such
engagement and agrees during such period to render, or arrange for the
provision of such Facilities, the rendering of such Administrative
Services and to perform the Operating Services and to assume the
obligations herein set forth subject to the payment of fees and
reimbursement of expenses as provided for below. SHCCC and any such
other persons providing services arranged for by SHCCC shall, for all
purposes herein, be deemed to be independent contractors and shall,
unless otherwise expressly provided or authorized herein, have no
authority to act for or represent the Corporation in any way or
otherwise be deemed agents of the Corporation.
B. The Facilities. SHCCC shall provide the Corporation with offices located
at 00000 Xxxxxxxxxxx Xxxx, Xxxxxxx Xxxxx 00000 (the "Facility"). Such
offices shall be equipped with:
(i) A telephone system with one voice line, one fax line and an
answering service;
(ii) A computing system with a dedicated terminal connected through
the Internet with a T-1 Line. SHCCC shall provide the Corporation
with access to one access seat to its MS Sharepoint Portal Server and
a corresponding portal, and shall, for additional charges, at cost,
develop additional intranet and extranet portals for the
Corporation's clients. In addition, the Corporation shall be provided
access to SHCCC's MS Office Suite and application tools contained
therein;
(iii) The Corporation and its employees shall have access to all
common areas within the Facility including lunch room areas, restroom
areas, common reception area, board room and parking areas. All areas
shall be provided routine janitorial services.
(iv) SHCCC shall post a sign in its lobby identifying the Corporation
as resident within the Facility with instructions to the
Corporation's office(s).
To the extent that the Corporation requires additional space or
equipment access, SHCCC will accommodate such requests, if available,
and shall adjust the monthly charges based upon the amount of
additional space or equipment usage required.
C. The Administrative Services. SHCCC shall perform or oversee, or arrange
for, the performance of the administrative services necessary for the
operation of the Corporation. Without limiting the generality of the
foregoing, SHCCC shall provide the Corporation with clerical,
bookkeeping and record keeping services at the office Facility and such
other administrative services as SHCCC, subject to review by the
Corporation's Board of Directors, shall from time to time determine to
be necessary or useful to conducting the Company's Business. SHCCC shall
also, on behalf of the Corporation, upon review and prior written
approval of the Corporation's Board of Directors, arrange for the
services of and oversee, accountants, attorneys, insurers, banks and
such other persons in any such other capacity deemed to be necessary or
desirable for the Corporation to conduct the Corporation's Business.
SHCCC shall be responsible for the financial and other records that the
Corporation is required to maintain and shall supervise the preparation
of all reports and other materials required to be filed with the SEC and
any other regulatory authority, subject to review by the Corporation's
Board of Directors. SHCCC shall overseeing the preparation and filing of
the Corporation's tax returns, and the printing and dissemination of
reports to the Corporation's stockholders, and generally overseeing the
payment of the Corporation's expenses and the performance of
administrative and professional services rendered to the Corporation by
others.
The Corporation will bear all costs and expenses that are incurred in
its operation and transactions. Costs and expenses to be borne by the
Corporation include, but are not limited to, those relating to: expenses
payable to third parties, including agents, consultants or other
advisors, in monitoring financial and legal affairs for the Corporation
and in monitoring the Corporation's operations; interest payable on
debt, if any, incurred to finance the Corporation; offerings of the
Corporation's common stock and other securities; fees payable to third
parties, including agents, consultants or other advisors, relating to,
or associated with performing consulting services; transfer agent and
custodial fees; federal and state registration fees; all costs of
registration and listing the Corporation's shares on any securities
exchange; federal, state and local taxes; independent directors' fees
and expenses; costs of preparing and filing reports or other documents
required by the SEC; costs of any reports, proxy statements or other
notices to stockholders, including printing costs; the Corporation's
cost of directors and officers/errors and omissions liability insurance,
and any other insurance premiums; direct costs and expenses of
administration, including printing, mailing, long distance telephone,
copying, secretarial and other staff, independent auditors and outside
legal costs; and all other expenses incurred by the Corporation or SHCCC
in connection with administering the Corporation's business.
D. The Operating Services. SHCCC, through its staff, will perform such
operational functions as required to conduct the Corporation's business
of providing Business Development Services ("Services") to client
companies including, but not limited to: marketing and sales of the
Services, negotiating and documenting retainer agreements, performing
the Services, a description of which are set forth in Exhibit 1 hereto,
which by this reference is incorporated herein. Such Services shall be
provided by SHCCC on the Corporation's behalf utilizing the
Corporation's trade name "G/O Business Solutions, Inc." In each case,
all contracts shall be directly with the Corporation and shall be signed
by an officer or director of the Corporation. In connection with
provision of the Services, SHCCC shall make reports to the Corporation's
Board of Directors of its performance of obligations hereunder and
furnish advice and recommendations with respect to such other aspects of
the business and affairs of the Corporation as it shall determine to be
desirable; provided that nothing herein shall be construed to require
SHCCC and its staff to make any final business judgments or decisions
for the Corporation.
2. Records. SHCCC agrees to maintain and keep all books, accounts and other
records of the Corporation that relate to activities performed by SHCCC
hereunder and, SHCCC agrees that all records that it maintains for the
Corporation shall at all times remain the property of the Corporation, shall
be readily accessible during normal business hours, and shall be promptly
surrendered upon the termination of this Agreement or otherwise on written
request. SHCCC further agrees that all records which it maintains for the
Corporation will be preserved for the periods prescribed by the laws to which
the Corporation may be subject. Records shall be surrendered in usable
machine-readable form, at the request of the Corporation. SHCCC shall have the
right to retain copies of such records subject to observance of its
confidentiality obligations under this Agreement.
3. Non-Solicitation of Client Companies. All client companies of the
Corporation shall be the property of the Corporation and shall remain so,
without limit following the termination of this Agreement. SHCCC hereby agrees
that it shall not, without the prior consent of the Corporation, during the
term of this Agreement or, without limit at any time thereafter solicit or
assist others in soliciting any client company for the purpose of performing
any of the Consulting Services performed hereunder on behalf of the
Corporation.
4. Non-Compete. SHCCC hereby agrees that it shall not, without the prior
written consent of the Corporation, during the term of this Agreement or,
without limit, at any time thereafter enter into or assist others in entering
into any business that would offer or perform the Consulting Services.
5. Confidentiality. The parties hereto agree that each shall treat
confidentially all information provided by each party to the other regarding
its business and operations. All confidential information provided by a party
hereto, including nonpublic personal information, shall be used by any other
party hereto solely for the purpose of performing the obligations pursuant to
this Agreement and, except as may be required in carrying out this Agreement,
shall not be disclosed to any third party, without the prior consent of such
providing party. The foregoing shall not be applicable to any information that
is publicly available when provided or thereafter becomes publicly available
other than through a breach of this Agreement, or that is required to be
disclosed by any regulatory authority, any authority or legal counsel of the
parties hereto, by judicial or administrative process or otherwise by
applicable law or regulation.
6. Compensation for the Facility, the Administrative Services and the
Operating Services.
A. Fixed Fee. In consideration for providing the Facility and the
Administration Services, the Corporation shall pay to SHCCC, monthly, in
advance, a fee equal to $10,000. Such fee shall be due on the 15th of each
month, and shall accrue, if not timely paid. When funds are not available for
the payment of such Fixed Fees, such Fixed Fees shall accrue and are paid on a
first in first out basis, when funds become available, before any
distributions are made to the Corporation.
B. Reimbursement of SHCCC Staff Charges. The Corporation shall reimburse SHCCC
monthly, the following salaries:
Xxxxx Xxxxxxxxx $4,166
Xxxxxx Xxxxxxxx $6,250
C. Participation in Consulting Fees. In consideration for providing the
Services, SHCCC shall be paid an amount equal to 50% of all cash consulting
fees earned after deduction of the Fixed Fee and Reimbursement of SHCCC Staff
Charges set forth in subparagraphs A and B above. In connection therewith,
SHCCC shall provide a monthly accounting of all fees billed and collected for
such month. Fees paid in property or shares of a client corporation (Non-Cash
Compensation")" shall be distributed directly to the Corporation's
shareholders. In connection with any Non-Cash Compensation consisting of
shares of a client company, the Corporation shall obtain undertakings from
each such client company prior to accepting such Non-Cash Compensation, to
complete the steps necessary to distribute such shares to the Corporation's
shareholders including, but not limited to: (i) registration of such shares
under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "34 Act") (ii) qualifying such shares as "Covered Securities"
under Section 18 of the Securities Act of 1933, as amended (the "33 Act") and
(iii) registering such shares for distribution to the Corporation's
shareholders pursuant to the 33 Act. In each case such undertakings by a
client company shall be set forth in the Retainer Agreement executed in
connection with providing the Services for Non-Cash Compensation.
7. Limitation of Liability of SHCCC; Indemnification. SHCCC, its respective
directors, officers, managers, partners, agents, employees, controlling
persons, and any other person or entity affiliated with any of them
(collectively, the "Indemnified Parties"), shall not be liable to the
Corporation for any action taken or omitted to be taken by SHCCC in connection
with the performance of any of its duties or obligations under this Agreement
or otherwise in providing the Facilities, the Administrative Services or the
Operating Services for the Corporation, and the Corporation shall indemnify,
defend and protect SHCCC (and its directors, officers, managers, partners,
agents, employees, controlling persons, and any other person or entity
affiliated with SHCCC, including without limitation the Indemnified Parties
(each of whom shall be deemed a third party beneficiary hereof) and hold them
harmless from and against all damages, liabilities, costs and expenses
(including reasonable attorneys' fees and amounts reasonably paid in
settlement) incurred by the Indemnified Parties in or by reason of any
pending, threatened or completed action, suit, investigation or other
proceeding (including an action or suit by or in the right of the Corporation
or its security holders) arising out of or otherwise based upon the
performance of any of SHCCC's duties or obligations under this Agreement or
otherwise in providing to the Corporation the Facilities, Administrative
Services and Operating Services. Notwithstanding the preceding sentence of
this Paragraph 7 to the contrary, nothing contained herein shall protect or be
deemed to protect the Indemnified Parties against or entitle or be deemed to
entitle the Indemnified Parties to indemnification in respect of, any
liability to the Corporation or its security holders to which the Indemnified
Parties would otherwise be subject by reason of willful misfeasance, bad faith
or negligence in the performance of SHCCC's duties or by reason of the
reckless disregard of SHCCC's duties and obligations under this Agreement;
provided, however, that the maximum liability of SHCCC or any other
Indemnified Party shall be the total compensation paid SHCCC hereunder.
8. Activities of SHCCC. The services of SHCCC to the Corporation are not to be
deemed to be exclusive, and SHCCC and each other person providing services as
arranged by SHCCC is free to render services to others, provided they do not
violate the provisions contained in paragraphs 3, 4, and 5. It is understood
that directors, officers, employees and stockholders of the Corporation are or
may become interested in SHCCC and its affiliates, as directors, officers,
managers, employees, partners, stockholders or otherwise, and that SHCCC and
directors, officers, managers, employees, partners and stockholders of SHCCC
and its affiliates are or may become similarly interested in the Corporation
as stockholders or otherwise. To the extent that any person possesses a
conflict with respect to any particular transaction, the decision respecting
such transaction shall be determined by the provisions of the Corporation's
Bylaws, and the determination of the disinterested members of the
Corporation's Board of Directors.
9. Limitation of Services. It is understood between the parties that neither
SHCCC nor any of its officers, directors, employees, affiliates and/or agents
or partners are providing legal services, accounting services or security
broker/dealer services, and such services must be retained by the Corporation,
at its own cost and expense. It is expressly acknowledged that SHCCC will
utilize its best efforts in performing the Operating Services contemplated
hereby but no representations are made as to the ultimate success of any
transaction or other action undertaken by the Corporation in undertaking to
provide the Services.
10. Duration and Termination of this Agreement. This Agreement shall become
effective as of the date hereof, and subject to early termination as provided
in paragraphs A or B herein below, shall remain in force with respect to the
Corporation for two years thereafter, and thereafter continue from year to
year, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Corporation and (ii) a majority
of those members of the Corporation's Board of Directors who are not parties
to this Agreement or "interested persons" (as defined in the Investment
Company Act) of any such party.
A. This Agreement may be terminated at any time, without the payment of any
penalty, by vote of the Corporation's Board of Directors, or by SHCCC, upon 60
days' written notice to the other party.
B. This Agreement shall automatically terminate at such time as either: (i)
the Corporation has raised not less than $2,500,000 in equity capital, or (ii)
the Corporation has accumulated cash reserves equaling not less than one
year's projected required operating cash, as determined by the Corporation's
Board of Directors.
11. Amendments of this Agreement. This Agreement may not be amended or
modified except by an instrument in writing signed by all parties hereto.
12. Assignment. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
Neither party may assign, delegate or otherwise transfer this Agreement or any
of its rights or obligations hereunder without the prior written consent of
the other party. No assignment by either party permitted hereunder shall
relieve the applicable party of its obligations under this Agreement. Any
assignment by either party in accordance with the terms of this Agreement
shall be pursuant to a written assignment agreement in which the assignee
expressly assumes the assigning party's rights and obligations hereunder.
13. Governing Law. This Agreement and any claim, counterclaim or dispute of
any kind or nature whatsoever arising out of or in any way relating to this
Agreement directly or indirectly ("Claim") shall be governed by and construed
in accordance with the laws of the State of Texas without regard to principles
of conflicts of law. Except as set forth below, no Claim may be commenced,
prosecuted or continued in any court other than the courts of the State of
Texas located in the City of Houston and County of Xxxxxx or in the United
States District Court for the Southern District of Texas, which courts shall
have exclusive jurisdiction over the adjudication of such matters, and each of
the Corporation and SHCCC consent to the jurisdiction of such courts and
personal service with respect thereto. The Corporation hereby consents to
personal jurisdiction, service and venue in any court in which any third party
brings a Claim arising out of, or in any way relating to, this Agreement
against SHCCC or any Indemnified Party. The Corporation, waives all right to
trial by jury in any Proceeding or counterclaim (whether based upon contract,
tort or otherwise) in any way arising out of or relating to this Agreement.
The Corporation agrees that a final judgment in any such Proceeding or
counterclaim brought in any such court shall be conclusive and binding upon
them and may be enforced in any other courts to the jurisdiction of which they
are or may be subject, by suit upon such judgment.
14. No Waiver. The failure of either party to enforce at any time for any
period the provisions of or any rights deriving from this Agreement shall not
be construed to be a waiver of such provisions or rights or the right of such
party thereafter to enforce such provisions, and no waiver shall be binding
unless executed in writing by all parties hereto.
15. Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any law or public policy, all other
terms and provisions of this Agreement shall nevertheless remain in full force
and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby are consummated as originally contemplated to
the greatest extent possible.
16. Headings. The descriptive headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
17. Counterparts. This Agreement may be executed in one or more counterparts,
each of which when executed shall be deemed to be an original instrument and
all of which taken together shall constitute one and the same agreement.
18. Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given or made (and shall be deemed
to have been duly given or made upon receipt) by delivery in person, by
overnight courier service (with signature required), by facsimile, or by
registered or certified mail (postage prepaid, return receipt requested) to
the respective parties at their respective principal executive office
addresses.
19. Entire Agreement. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior
agreements and undertakings, both written and oral, between the parties with
respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
SH Celera Capital Corporation, a
Maryland corporation
By/s/Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, President
G/O International, Inc., a
Colorado corporation
By/s/Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx, President
EXHIBIT 1
The Consulting Services
Through SHCCC, we will provide Consulting Services targeted to companies in
various industries and at various stages of development including.
For Entrepreneurial Start-Up Ventures- expert advice will be provided to
founders seeking to resolve critical issues regarding:
* Development of intellectual property rights and strategies;
* Development of comprehensive business and operating plans including
detailed start-up pro-forma statements;
* Development of marketing, operations, capital funding and organization
strategies;
* Development of entity structure, formation, organization and
operationalization;
* Recruitment of qualified management to fill critical management
positions including CEO's, and CFO's;
For Young Established Private Growth Companies- to shareholders and
management, of established companies seeking to drive growth through expansion
or acquisition, expert advice will be provided regarding:
* Development of internal growth and expansion strategies;
* Development of acquisition strategies;
* Locating acquisition targets;
* Performing due diligence review of acquisition targets;
* Preparation of acquisition process and transition programs;
For Mature Established Private Companies- to shareholders and management of
mature established companies expert advice will be provided regarding:
* Development of strategies for creating shareholder liquidity;
* Development of spin-off, split-off or other divestiture strategies;
* Development of merger and acquisition strategies;
* Developing succession plans for private owners;
* Recruiting qualified senior management;
* Development of Joint venturing and new market entry strategies
* Locating acquisition targets;
* Performing due diligence review of acquisition targets;
* Preparation of acquisition process and transition programs.
For Companies that are experiencing financial difficulties- to management of
companies experiencing financial difficulties expert advice will be provided
regarding:
* Development of liquidation or debtor in possession strategies;
* Development of split-up, spin-off strategies or other divestiture
strategies;
* Valuations;
* Development of merger, acquisition or joint venture strategies;
* Creditor negotiation and negotiated repayment plans;
The Consulting Services will be offered to client companies:
On a Retainer Basis, in which case, regular payment will be charged to
represent a client company as an extension of one of more of its existing
business functions or to provide a function not otherwise performed by the
client company. This begins with a complete review of the client company's
situation, objectives, and constraints and if necessary, the development of
strategic and logistic plans necessary to meet the stated objectives within
the defined constraints.
On a Project Basis, which will be proposed and billed on a per-project and
per-milestone basis. Project consulting will provide a client company a means
to harness the experience and expertise to solve specific problems, develop
and/or implement plans, identify certain opportunities, or develop specific
information. A project will begins with a series of interviews with the client
company to identify the nature of the project, its scope, deliverables,
resources and milestones. The project will then be entered into a computerized
project management system that clearly defines the required activities, the
available resources and their assignments, the time line to complete each
activity and a xxxx chart showing the entire timeline and critical path to
complete the project. Thereafter, either independently or in conjunction with
the client company's SHCCC's staff will undertake to complete the defined
activities necessary to complete the project.
