|
|
1.
|
DUTIES AND INVOLVEMENT
|
|
|
·
|
Create a "Full Market Awareness Program " (the "Program") that will be customized by the Consultant to fit the Company's needs in order to assist the Company in achieving its goals of creating awareness and knowledge about the Company and objectives over a period of time;
|
|
|
·
|
Drive long-term investors through financial professionals to the Company for fundamental reasons, therefore steadily increasing the shareholder base and creating a truly sophisticated market. This is done by creating relationships with financial professionals over a period of time.
|
|
|
·
|
Consult and review the Company's current investor relations programs and strategy with the Company's management team and provide an assessment of its cost and validity.
|
|
|
·
|
Expand the Company's investor base through production of a quick facts (Tear Sheet) and conference calls between financial professionals and the Company's appointed executive to speak with such professionals. The Consultant will reach out to approximately 3,000 contacts each month and provide a monthly broker report with all interested parties to the Company with relevant contact information.
|
|
|
·
|
The Services will be performed and directed at a U.S. audience.
|
|
|
·
|
The consultant will have the sole discretion in deciding solely the timing, hiring, approach, and marketing services to increase the public, media and professional story as it relates to the market. As a strategic business practice and media relations services that are designed to help the investing public, professionals, services and market become knowledgeable about the particulars of such companies for which it provides services.
|
|
|
·
|
The additional consulting services may include any or none of the following additional services without the prior written consent or cost to the Company : marketing surveys, professional financial investor support, strategic assistance to the Company, broker relations, conducting due diligence meetings, attendance trade shows. stockholder communications. website design, social media design and content, investor conferences and institutional conferences, printed media advertising design, television advertisements/commercials, newsletter production internally or externally, broker solicitation campaigns, electronic public relations campaigns, direct mail campaigns, placement in investment publications and obtaining third party research coverage.
|
|
|
2.
|
RELATIONSHIP AMONG THE PARTIES |
|
|
3.
|
EFFECTIVE DATE, TERM: AND TERMINATION
|
|
|
a.
|
Term. Subject to earlier termination according to the terms herein, this Agreement shall be effective for 7 months beginning on March 11, 2016 and will continue until September 11, 2016.
|
|
|
b.
|
Termination . This Agreement may be terminated at any time by either party for convenience, upon delivery of written notice to the other party. If this Agreement is terminated by the Company after the commencement of any of the monthly periods described in Section 5, below, then notwithstanding such termination of this Agreement, the Consultant shall be entitled to receive the entire compensation due under Section 5 hereof for any such month period that has started or been completed.
|
|
|
4.
|
TERM RENEWAL OR EXTENSION
|
|
|
5.
|
COMPENSATION AND PAYMENT OF EXPENSES
|
|
|
•
|
Cash: $0 to AMP
|
|
|
•
|
Stock: 500,000 shares to be issued out of the current S-1 on the execution of this contract
|
|
|
•
|
AMP: Consulting Contract executed
|
|
|
•
|
Equisolve direct contract with and paid by the company to rebuilding the Company Website - Build an Investor PPT, Facebook, Linked In
|
|
|
o
|
The Company is also responsible for the $895 a month maintenance with Equisolve through a direct contract with Equisolve.
|
|
|
I.
|
FIRST MONTHLY PERIOD (The first month will start following the completion of the website build by an outside consultant Equisolve, the payment received and all stock issued and received )
|
|
|
•
|
AMP Consulting Contract
|
|
|
•
|
Social and internet Media Coverage
|
|
|
II.
|
SECOND MONTH PERIOD
|
|
|
|
|
o
|
Cash: $83,000 (All cash is due on or before April 29th, 2016)
|
|
|
•
|
AMP Consulting Contract
|
|
|
•
|
Research And Media Coverage
|
|
|
•
|
Social and Internet Media Coverage
|
|
|
III.
|
THIRD MONTH PERIOD
|
|
|
o
|
Cash: $78,000 (All cash and stock is due on or before May 30th, 2016)
|
|
|
o
|
Stock: 750,000 of restricted common stock of the Company ("ABCE")
|
|
|
•
|
AMP Consulting Contract
|
|
|
•
|
Research, Conference and Media Coverage
|
|
|
•
|
Social and Internet Media Coverage
|
|
|
IV.
|
FOURTH MONTH PERIOD
|
|
|
o
|
Cash: $78,000 (All cash is due on or before June 30th, 2016)
|
|
|
•
|
AMP Consulting Contract
|
|
|
•
|
Research, Conference and Media Coverage
|
|
|
•
|
Social and Internet Media Coverage
|
|
|
V.
|
FIFTH MONTH PERIOD
|
|
|
o
|
Cash: $78,000 (All cash is due on or before July 29th, 2016)
|
|
|
•
|
AMP Consulting Contract
|
|
|
•
|
Research, Conference and Media Coverage
|
|
|
•
|
Social and Internet Media Coverage
|
|
|
VI.
|
LAST MONTH PERIOD
|
|
|
|
|
o
|
Cash: $78,000 (AU cash is due on or before August 30th , 2016
|
|
|
o
|
Stock: 750,000 of restricted common stock of the Company ("ABCE")
|
|
|
•
|
AMP Consulting Contract
|
|
|
•
|
Research, Conference and Media Coverage
|
|
|
•
|
Social and Internet Media Coverage
|
|
|
Please understand this timeline is absolutely essential in building a stable project! We believe that if payments are not made on time it will adversely affect any and ALL desired results.
|
|
|
Stock: All stock issued by the Company is fully earned on the initiation date of this contract dated on March 11, 2016 and must be issued in accordance to the terms agreed by both parties as set forth above.
|
|
|
6.
|
CONSULTANT'S REPRESENTATIONS AND WARRANTIES
|
|
|
a.
|
The Consultant has the capacity, power and authority to enter into this Agreement and the Consultant has the ability, experience and skills necessary to carry out its obligations under this Agreement;
|
|
|
b.
|
The Consultant and its officers, employees, agents and consultants shall comply with all securities laws and regulations applicable to the Company and the Consultant, and all policies, rules and requirements of any exchange or quotation system on which the shares of the Company trade; |
|
|
c.
|
The Consultant shall, and shall cause its officers, employees, agents and co-consultants to act at all times in the best interests of the Company and to perform the services contemplated by this Agreement with the standard of care, skill and diligence of an experienced consultant with experience in performing Professional Relations, public relations, investor relations and related types of services;
|
|
|
d.
|
The Consultant, upon notice from the Company, will cease all services under this Agreement for the period directed by the Company without effect on the payment of compensation due hereunder;
|
|
|
e.
|
The Consultant will not engage in any transaction involving the offer or sale of securities of the Company, and will not solicit or encourage any other party to engage in any transaction involving the offer or sale of securities of the Company, at any time that the Consultant is in possession of material non-public information concerning the Company;
|
|
|
f.
|
Neither the Consultant nor any of it. affiliate,; or associates have or will act or be considered to act as a finder. underwriter, broker, dealer or promoter of any of the Company’s securities and none of the services required to be provided by the Consultant under this Agreement shall require that they be registered as such. Further, the Consultant agrees not to perform any services under this Agreement that would require such registration. All payments and authorizations under this Agreement constitute compensation for services performed or to be performed and do not constitute an offer, payment, promise or authorization for payment to the Consultant, or its affiliates and/or associates to act as a finder. underwriter, broker, dealer or promoter of any of the Company's securities;
|
|
|
g.
|
The Consultant shall comply with all instructions and directions regarding the Services under this Agreement received from the Company;
|
|
|
h.
|
Neither the Consultant nor any of the Consultant's officers, directors or employees is subject to any disciplinary action by either the Financial Industry Regulatory Authority (FlNRA) or the U.S. Securities and Exchange Commission by virtue of any violation of such organization's rules and regulations and that to the best of its knowledge; none of its affiliates or subcontractors are subject to any such similar disciplinary action; and
|
|
|
i.
|
Investment Intent: (a) the Consultant represents that it understands that some of the shares of stock issued by the Company pursuant to this Agreement have not been registered for sale under Federal or state securities laws and that the shares are being offered and sold to the Consultant pursuant to one or more exemptions from the registration requirements of such securities Jaws. The Consultant represents and warrants that the Consultant is an ' accredited investor" within the meaning of Regulation D under the United States Securities Act of 1933, as amended (the "Act"). In the absence of an effective registration of the shares or an exemption therefrom, any certificates for such securities shall bear an appropriate restrictive legend. The Consultant also understands that it must bear the economic risk of its investment in the shares for an indefinite period of time, as such shares have not been registered under Federal or state securities laws and therefore cannot be sold unless subsequently registered under such laws. unless an exemption from such registration is available: The Consultant and the Company does recognize that 500,000 shares chat are being issued on day one of this contract are registered under the company's current S-1 registration; and (b) the Consultant represents to the Company that the Consultant is acquiring the shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Act. The shares may not be sold or otherwise transferred unless (i) a registration statement with respect to such transfer is effective under the Act and any applicable state securities laws or (ii) such sale or transfer is made pursuant to one or more exemptions from the Act. |
|
|
7.
|
SERVICES NOT EXCLUSIVE
|
|
|
8.
|
CONFIDENTIALITY
|
|
|
9.
|
COMPLIANCE WITH LAW; INDEMNIFICATION
|
|
|
a.
|
In connection with all services performed pursuant to this Agreement , the Consultant shall comply with all securities laws and regulatio11s applicable to the Company or the Consultant. and all policies, rules and requirements of any exchange or quotation system on which the shares of the Company trade. The Consultant will not engage in any transaction involving the offer or sale of securities of the Company, and will not solicit or encourage any other party to engage in any transaction involving the offer or sale of securities of the Company at any time that the Consultant is in possession of material non-public information concerning the Company .
|
|
|
b.
|
The Consultant hereby covenants and agrees to indemnify the Company, its stockholders, directors, officers. employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against any and all losses, claims, liabilities, obligations. fines, penalties, damages and expenses, including reasonable attorney's fees incurred by any of them resulting from or arising out of any action by the Consultant which constitutes a violation of any Law or regulation or as a result of any misrepresentation or other breach of this Agreement made by the Consultant.
|
|
|
c.
|
The Company hereby covenants and agrees to indemnify the Consultant, its stockholders, directors, officers. employees, affiliates, and agents and their respective successors and assigns and to hold them han11less from and against any and all losses, claims, liabilities, obligations, fines, penalties, damages and expenses, including reasonable attorney's fees incurred by any of them resulting from or arising out of any untrue statement of any material fact contained in any registration statement, prospectus or report filed by the Company with the U.S. Securities and Exchange Commission ; or that arise out of or are based upon the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or as a result of any misrepresentation or other breach of this Agreement made by the Company.
|
|
|
10.
|
MISCELLANEOUS PROVISIONS
|
|
|
a.
|
Notices. All notices required or permitted to be given under this Agreement shall be effective only if in writing, and shall be deemed to have been given, received, and delivered (a) when personally delivered; (b) on the third (3rd) business day after the date on which mailed by certified or registered United States mail, postage prepaid and return receipt requested: or (c) on the same date on which transmitted by facsimile or other similar electronic means generating a receipt evidencing a successful transmission; or (d) on the next business day after the business day on which deposited with a public carrier regulated under United States laws for the fastest commercially available delivery (e.g., overnight), with a return receipt (or equivalent thereof administered by such regulated public carrier) requested, in a sealed envelope addressed to the party for whom intended at the address set forth on the signature page of this Agreement or such other address as either party may designate upon at least ten ( 10) days' written notice to the other party.
|
|
|
b.
|
Time. Time is of the essence of this Agreement .
|
|
|
c.
|
Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.
|
|
|
d.
|
Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.
|
|
|
e.
|
Pronouns and Plurals. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons may require.
|
|
|
f.
|
Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.
|
|
|
g.
|
Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance. shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
|
|
|
h.
|
Assignment. This Agreement may not be assigned by either party hereto without the written consent of the other, but subject to the foregoing, shall be binding upon the successors of the parties.
|
|
|
1.
|
Choice of Law. This Agreement shall be construed by and enforced in accordance with the laws of the State of Georgia.
|
|
|
j.
|
Arbitration. All disputes, claims and controversies arising out of or relating to the interpretation or enforcement of this Agreement, including but not limited to the determination of the scope or applicability of the agreement to arbitrate set forth in this Section 10(j), shall be determined by arbitration in Atlanta. Georgia, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. This Section 10(j) shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.
|
|
|
k.
|
Entire Agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.
|
|
|
l.
|
Waiver . A delay or failure by any party to exercise a right under this Agreement , or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.
|
|
|
m.
|
Counterparts; Electronic Signatures. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same Agreement. A copy of this Agreement that is executed by a party and transmitted by that party to the other party by facsimile or as an attachment (e.g., in ".tif" or ".pdf" format) to an email shall be binding upon the signatory to the same extent as a copy hereof containing that party's original signature.
|
|
COMPANY :
|
CONSULTANT:
|
||
|
ABCO ENERGY, INC.
|
ACORN MANAGEMENT PARTNERS, L.L.C.
|
||
|
Title: C.E.O.
|
Title: C.E.O.
|
||
|
By: /s/ Charles O'Dowd
|
By: /s John R. Exley III
|
||
|
SIGNATURE
|
SIGNATURE
|
||
|
MR. CHARLES O'DOWD,
|
JOHN R. EXLEY III
|
||
|
Date: March 11, 2016
|