CONSULTING and M&A AGREEMENT
Exhibit 10.3
CONSULTING and M&A AGREEMENT
This Consulting Agreement (the “Agreement”) is made as of September 29, 2026 between Spartan Capital Securities, LLC (the “Consultant”), and ▇▇▇▇▇▇ ▇▇▇ Ltd. (the “Company”). The Company and the Consultant are collectively herein referred to as the “Parties.”
WITNESSETH
WHEREAS, the Consultant is a broker-dealer, licensed by and in good standing with the Financial Industry Regulatory Authority, Inc. (“FINRA”);
WHEREAS, the Consultant is desirous of providing the Company with certain advisory services on terms and conditions hereinafter set forth and to be deemed effective as of the date of this agreement (the “Effective Date”);
WHEREAS, the Company is a public company, with its shares traded and listed on the Nasdaq Stock Market, and the Parties acknowledge that the Company is subject to the rules, regulations, and reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Capital Market;
WHEREAS, the Parties acknowledge and agree that this Agreement is a standalone agreement relating solely to the M&A advisory and consulting services described herein, and is separate from, and shall not be construed as being connected to or contingent upon, any other capital raise, offering, placement, underwriting, or other transaction in which the Company may have participated, is currently participating, or may participate in the future, whether with the Consultant or otherwise;
WHEREAS, to the extent the Company has previously agreed to pay, or currently owes, any compensation, fees, commissions, or other amounts to the Consultant under any prior agreement, engagement letter, or other arrangement, such obligations are separate and independent from the compensation set forth in this Agreement, and nothing in this Agreement shall be deemed to modify, supersede, offset, or otherwise affect such prior obligations or amounts;
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereinafter set forth, the Parties agree as follows:
1. Term. This Agreement shall be effective as of the Effective Date and shall continue in effect for twelve (12) months from the Effective Date. The Company may terminate this Agreement (a) by providing written notice to the Consultant at any time during the thirty (30) day period following the first full six (6) months of the term of this Agreement, or (b) immediately upon written notice to the Consultant in the event of a material breach by the Consultant of any provision of this Agreement that remains uncured for fifteen (15) business days after written notice thereof from the Company.
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2. Services.
2.1 Services. During the term of this Agreement, the Consultant will stand ready to provide, as the Company shall reasonably request, non-exclusive consulting services related to general corporate matters, including, but not limited to (i) advice and input with respect to raising capital and potential M&A transactions, (ii) identifying suitable personnel for management and Board positions, (iii) developing corporate structure and finance strategies, (iv) assisting the Company with strategic introductions, (v) assisting the Company with the definitive agreements between Blackrod and the Company (vi) assisting management with enhancing corporate and shareholder value, and (vii) introducing the Company to potential investors (collectively, the “Advisory Services”). In performing the Advisory Services, the Consultant covenants to the Company that it shall comply with all applicable laws and regulations, including, but not limited to, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended and the FINRA Rules.
3. Compensation
3.1 In consideration for the Advisory Services to be provided under this Agreement, the Company shall pay the Consultant the compensation set forth in this Section 3. The compensation set forth in this Section 3 relates solely to the Advisory Services described in this Agreement and is separate from, and shall not be construed as including or offsetting, any compensation, fees, commissions, placement agent fees, or other amounts that may be owed or payable to the Consultant under any other agreement, engagement letter, or arrangement between the Parties, whether entered into before, on, or after the Effective Date, including without limitation any compensation payable in connection with any capital raise, private placement offering, or underwriting.
a. The Company shall pay the Consultant a one-time cash fee of $500,000.00, payable upon execution of this agreement be mutually agreed upon in writing by the Parties (the “Cash Fee”). At the time of each payment, such payment shall be non-refundable and recognized as revenue by the Consultant.
b. In addition to the Cash Fee, the Company shall issue to the Consultant Class C ordinary shares of the Company, par value $0.008 per share (the “Class C shares”) having an aggregate value equal to $700,000.00, valued based on the closing price of the Company’s shares on the date of issuance (the “Equity Fee” and, together with the Cash Fee, the “Compensation”). The Equity Fee shall be due upon the earlier of (i) the closing of the private placement offering together with the Consultant or (ii) the closing of the merger transaction with Remington, each as described in the Company’s recent Report on Form 6-K filed with the SEC on September 28, 2026. The issuance of Class C shares shall be subject to compliance with all applicable securities laws, Nasdaq listing rules, and any required approvals of the Company’s Board of Directors or shareholders. The Class C shares shall have all of the same principal rights as the investors in the Private Placement (Reg D Offering) of which the Consultant is currently acting as a placement agent on. The shares shall be deemed non-refundable and deemed earned at the time of issuance.
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3.2 Out-of-pocket expenses. Following the Effective Date, the Consultant shall be reimbursed for reasonable out-of-pocket expenses incurred in connection with the Consultant’s performance of Advisory Services, subject to provision to the Company of an itemized list of all such expenses and supporting receipts. All such expenses must be approved in advance and in writing by the Company prior to the Consultant incurring such expenses.
4. Confidential Information. The Consultant acknowledges and agrees that it will have access to, or become acquainted with, Confidential Information of the Company in the performance of its duties and obligations hereunder. For purposes of this Agreement, “Confidential Information” shall mean all confidential, proprietary, or trade secret information, property, or material of the Company and any derivatives, portions, or copies thereof, including, without limitation, information resulting from or in any way related to (i) the business practices, plans, intellectual property, proprietary information, formulae, methods, practices, designs, know how, processes and procedures, software, test results, financial information, sales, customers, employees, suppliers, contracts, agreements or relationships of the Company; and (ii) any other information or material that the Company designates as Confidential Information. The Consultant shall keep all Confidential Information in strict confidence and shall not, at any time during or for five (5) years after the expiration or earlier termination of this Agreement, without the Company’s prior written consent, disclose, publish, disseminate or otherwise make available, directly or indirectly, any item of Confidential Information to anyone. The Consultant shall use the Confidential Information only in connection with the performance of the Advisory Services and for no other purpose. Notwithstanding the obligations set forth above, the Consultant may disclose Confidential Information to any of its employees, consultants or subcontractors who need to receive the Confidential Information in connection with the provision of the Advisory Services, provided that the Consultant shall ensure that, prior to disclosing the Confidential Information, each subcontractor, consultant or employee to whom the Confidential Information is to be disclosed is made aware of the obligations contained in this Agreement and agrees to undertake, in a manner legally enforceable by the Company, to adhere to such terms of this Agreement as if it were a party to it. The Consultant recognizes that its threatened breach or breach of this Section 4 will cause irreparable harm to the Company that is inadequately compensable in damages and that, in addition to other remedies that may be available at law or equity, the Company is entitled to injunctive relief for such a threatened or actual breach of this Section 4. Notwithstanding the above, the Consultant shall not have any obligations of confidentiality with respect to any portion of Confidential Information which (i) was previously known to the Consultant prior to receipt from the disclosing party, (ii) is now public knowledge, or becomes public knowledge in the future, other than through acts or omissions of the Consultant in violation of this Section 4, or (iii) is lawfully obtained by the Consultant from sources independent of the disclosing party who have a lawful right to disclose such Confidential Information. The Consultant may disclose Confidential Information to the extent such disclosure is reasonably necessary in complying with applicable governmental laws, rules or regulations or court orders. The Consultant acknowledges that the Company is a public company, traded on the NASDAQ National, and the Confidential Information may be considered "material non-public information" pursuant to applicable securities laws and regulations and stock exchange rules governing the Company. The Consultant hereby undertakes not to make any unlawful use of such Confidential Information, including by way of effecting a transaction in a security of the Company while the Confidential Information which is material non-public information or any part thereof is in the Consultant’s possession.
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5. Publicity. The Consultant shall not refer to the existence of this Agreement in any press release, advertising or other public statement, written or oral, without the prior written consent of the Company, except as required by applicable law or regulation.
6. Ownership. The Company shall have complete and exclusive ownership of all work products, as well as all materials (and all intellectual property rights in and to all of the foregoing) (collectively, “Work Product”), produced by Consultant under this Agreement. In furtherance of the foregoing, the Consultant hereby irrevocably assigns to the Company all right, title and interest in and to such Work Product. The Consultant agrees to execute all documents deemed reasonably necessary by the Company to evidence or perfect the foregoing assignment.
7. Patent Rights. No right or license, either expressed or implied, under any licensing agreement, patent or proprietary right of the Company is granted hereunder. Any information or technology, including but not limited to data, products, processes, formulations, machinery and apparatus, and uses thereof, which Consultant may develop, improve, discover or invent as a result of the Services (the “Technology”) shall be considered to be “Work Product” and shall become the property of the Company. The Consultant shall immediately disclose any Technology to the Company. The Consultant shall also execute any other documents reasonably requested by the Company related to the Technology and the Work Product, including documents necessary for patent or regulatory filings and cooperate with the Company after the filing of patent or regulatory documents for as long as necessary to vest the rights to the Technology in the Company, including execution of necessary documents in subsequent continuation, continuation-in-part, divisional, international, and foreign patent applications.
8. Return of Materials. Upon the expiration or termination of this Agreement, whichever occurs first, the Consultant shall transfer to the Company all Work Product, Technology, work in progress, property, Confidential Information and all other materials in the Consultant’s possession or control that are the property of the Company.
9. Indemnification. Each party shall defend, indemnify and hold the other party harmless in accordance with the indemnification and other provisions set forth in Exhibit A hereto, which provisions are incorporated herein by reference and shall survive the termination or expiration of this Agreement.
10. Prior Agreements. All agreements between the Company and the Consultant in effect as of the Effective Date, including any agreements relating to capital raises, private placements, or other offerings, shall remain in full force and effect in accordance with their respective terms, and the obligations and compensation under such prior agreements are separate from and independent of the obligations and Compensation under this Agreement. Neither this Agreement nor any payment hereunder shall be construed to modify, amend, satisfy, or offset any obligation of the Company under any prior agreement with the Consultant.
11. Independent Contractor. The Consultant shall perform all of Consultant’s obligations under this Agreement as an independent contractor and not as an agent, employee or representative of the Company. The Consultant shall not participate in any insurance programs or benefits including, but not limited to, workers' compensation insurance, disability insurance or any other employee benefits available to the Company’s employees.
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12. Assignment. This Agreement is not assignable by the Consultant without the prior written consent of the Company.
13. Notices. Any notice consent, authorization of other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when sent by e-mail, as of the date and time sent, when transmitted by fax, three days after being mailed by first class mail, or one day after being sent by a nationally recognized overnight delivery service, charges and postage prepaid, properly addressed to the party to receive such notice, as the following address, email or fax number (or such other address, email or fax number as shall hereafter be specified by such party by like notice):
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If to the Company
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If to the Consultant: |
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▇▇▇▇▇▇ ▇▇▇ Limited ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Executive Officer ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
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Spartan Capital Securities, LLC ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ |
14. Counterparts. This Agreement may be executed in one or more counterparts each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument. Facsimile signatures shall be treated as original signatures.
15. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.
16. Relationship of Parties. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the Parties. No Party shall incur any debts or make any commitments for the other, except to the extent, if at all, specifically provided herein.
17. Waiver. A waiver by either party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach hereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.
18. Entire Agreement. This Agreement (including Exhibit A hereto) sets forth the entire agreement between the Parties with respect to the M&A advisory and consulting services described herein. For the avoidance of doubt, this Agreement does not supersede, modify, or replace any other agreement between the Parties relating to capital raises, private placements, underwriting, or other transactions, and all such other agreements remain in full force and effect in accordance with their respective terms. This Agreement may be modified or amended only in writing signed by the Parties. The descriptive headings of each numbered section of this Agreement are for convenience only and are not for use in the construction and/or interpretation of this Agreement.
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19. Applicable Law. This Agreement shall be deemed to have been made in the State of New York and shall be construed and governed in accordance with the laws of the State of New York without regard to the conflicts of laws rules of such jurisdiction. The parties hereby irrevocably consent to the jurisdiction of the courts located in the State of New York.
20. Public Company Matters. The Parties acknowledge that the Company is a public company listed on the Nasdaq Stock Market. The Consultant acknowledges and agrees that (a) any issuance of Class C shares or other equity of the Company as Compensation hereunder is subject to compliance with all applicable securities laws and regulations, Nasdaq listing rules, and any required approval of the Company’s Board of Directors or shareholders, (b) the Company may be required to publicly disclose this Agreement and its terms in filings with the SEC, and (c) the Consultant shall cooperate with the Company in connection with any such disclosure obligations or required approvals.
IN WITNESS WHEREOF, the Parties have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
| Spartan Capital Securities, LLC | ▇▇▇▇▇▇ ▇▇▇ Ltd. | |||
| By: | By: | |||
| ▇▇▇▇ ▇▇▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Chief Executive Officer | Chief Executive Officer | |||
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EXHIBIT A
INDEMNIFICATION PROVISIONS
▇▇▇▇▇▇ ▇▇▇ Ltd. (the “Company”) agrees to indemnify and hold harmless Spartan Capital Securities, LLC (“Consultant”) and each of the other Consultant Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, and reasonable costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursuing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Consultant Indemnified Party is a party)) (collectively, “Losses”), to the extent caused by, relating to, based upon, arising out of, or in connection with (i) any breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement (or in any instrument, document or agreement relating thereto), (ii) any act or omission by the Company in connection with the performance or non-performance of its obligations under this Agreement, or (iii) the Company’s provision of inaccurate or misleading information to the Consultant in connection with the Advisory Services; provided, however, that the Company shall not be obligated to indemnify any Consultant Indemnified Party to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted from the negligence, gross negligence, willful misconduct, bad faith, or breach of this Agreement by such Consultant Indemnified Party. Notwithstanding the foregoing, the Company’s aggregate liability under these indemnification provisions shall not exceed the total Compensation paid or payable to the Consultant under this Agreement.
The Consultant agrees to indemnify and hold harmless the Company and each of the other Company Indemnified Parties (as hereinafter defined) from and against any and all Losses, directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with (i) Consultant’s advisory services to the Company, including any act or omission by Consultant in connection with the performance or non-performance of its obligations under the Agreement, (ii) any breach by the Consultant of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), (iii) the enforcement by the Company of its rights under the Agreement or these indemnification provisions, (iv) any violation of applicable law or regulation by the Consultant in connection with the Advisory Services, or (v) any negligence, gross negligence, willful misconduct, bad faith, or fraud of the Consultant or any Consultant Indemnified Party in connection with the Advisory Services; except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of a Company Indemnified Party.
These indemnification provisions shall extend to the following persons (collectively, the “Indemnified Parties”).(a) the Consultant and each of its present and former affiliated entities, partners, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them (the “Consultant Indemnified Parties”) and (b) the Company and each of its present and former affiliated entities, partners, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them (the “Company Indemnified Parties”). These indemnification provisions shall be in addition to any liability which the indemnifying party may otherwise have to any Indemnified Party.
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If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the indemnifying party with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder unless the indemnifying party is prejudiced by such failure. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the reasonable fees, expenses and disbursements of such counsel shall be borne by the indemnifying party. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the indemnifying party and any counsel designated by the indemnifying party. The indemnifying party shall be liable for any settlement of any claim against any Indemnified Party made with the indemnifying party’s written consent. The indemnifying party shall not, without the prior written consent of Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties against whom it has made a claim of an unconditional release from all liability in respect of such claim, and (ii) does not contain any untrue factual or legal admission by or with respect to an Indemnified Party or an untrue adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party.
In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the indemnifying party shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the indemnifying party, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the indemnifying party, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to indemnification or contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the indemnifying party and its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates.
Neither termination nor completion of the engagement of Consultant referred to above shall affect these indemnification provisions which shall remain operative and in full force and effect. The indemnification provisions shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives.
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