COLSULTATION AGREEMENT
Exhibit
10.5
COLSULTATION
AGREEMENT
This
Consulting Agreement (the “Agreement”) effective as of February 23, 2009 is
entered into by and between Genetic Immunity LLC, (herein referred to as the
“Company”) a Delaware Limited Liability Company having its principal offices at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Power of the Dream
ventures (herein referred to as the “Consultant”) having its principal place of
business at 1095 Budapest, Soroksari ut 94-96, Hungary.
RECITALS
WHEREAS Company is a US/Hungarian development stage
biopharmaceutical company establishing leadership in Nanomedicines for immune
amplification, highly specific medical interventions at the molecular
scale for
treating disease or repairing damaged tissues.
WHEREAS
Consultant is a publicly-held corporation with its common stock trading on the
OTCBB market in the United States under the symbol PWRV whose business is the
development, acquisition, licensing, or co-development of technologies
originating in Hungary for international commercialization.
WHEREAS,
Company desires to engage the services of Consultant to represent the Company in
investor’ and public communications via Consultants public status, to inform and
educate the general public about Company’s products, present and future, via
same method, and to take advantage of Consultant’s substantial experience in
becoming a public company in the United States and to advise the Company on
achieving public status on the United States OTCBB exchange.
NOW
THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenants and agree as
follows:
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1.
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Terms
of Consultancy. Company hereby agrees to retain the Consultant to act in a
consulting capacity to the Company and the Consultant hereby agrees to
provide services to the Company commencing upon February 23, 2009 and
ending on February 23, 2010.
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2.
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Duties
of Consultant. Consultant agrees that it will generally provide the
following specified consulting services through its officers and employees
during the term specified in Section
1:
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a.
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Consult
and assist the Company in developing and implementing appropriate plans
and means for presenting the Company and its business, strategy,
product(s) and personnel to the financial community, industrial partners
and the public at large, and to help establishing an image for the Company
in the same, and creating the foundation for subsequent financial and
public relations efforts;
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b.
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With
the cooperation of the Company, maintain an awareness during the term of
this Agreement of the Company's business, plans, strategy, product(s) and
personnel, as they may evolve during such period, and consult and assist
the Company in communicating appropriate information regarding such plans,
strategy, product(s) and personnel to the financial, industrial and
end-user communities, through the Consultant’s public status via regularly
issued press releases;
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c.
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Introduce
the Company to entities that can be beneficial to the Company’s operations
from a financial, regulatory, audit and product commercialization
standpoint;
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d.
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Upon
the Company's direction and approval, disseminate information regarding
the Company to the investment community, other professionals and the
general investing public via Consultant’s public status via press
releases;
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e.
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Consult
and educate the Company, based on Consultant’s firsthand experience, on
how to become a publicly-held corporation in the United States; assist
Company in achieving this public status by advising company in a step by
step fashion through the entire process, and introduce Company to
professional legal, accounting and other service providers who’s services
Company can rely on upon achieving public
status.
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3.
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Remuneration.
As full and complete compensation for services described in this
Agreement, the Company shall compensate Consultant as
follows:
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a.
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The
Investment: Consultant is to acquire 2% of the Company via a USD 1,000,000
investment by April 30, 2009 in exchange for 72 units of the Company’s
Class B stock; Consultant is to acquire an additional 2% of the Company
via a USD 1,000,000 investment by August 30, 2009 in exchange for 72 units
of the Company’s Class B stock.
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b.
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At
the same time Company also grants Consultant an option to acquire an
additional 16% of the Company via an $8,000,000 investment by February 20,
2010, in tranches or in whole, in exchange for 578 units of the Company’s
Class B stock. If the Consultant misses the first deadline of April 30,
2009 this agreement shall immediately terminate. If the Consultant
completes the first investment but missed the second date of August 30,
2009 this agreement shall terminate, but the Consultant will retain the
Class B units already acquired. Any portion of the optional 16% equity
purchase that is not exercised and closed by February 23, 2010 shall
terminate. As represented to the Consultant the Company currently has
3,606.96 Class A Class B units issued and outstanding. If, as a direct
result of this consultation agreement, prior to April 30, 2009, Company
receives an investment offer from an investor other than the Consultant,
Consultant is granted first right of refusal to participate financially.
Consultant will give Company written notice of such right within 2
business days following notification of an investment offer made to the
Company. Consultant must exercise its right of first refusal by executing
an agreement to invest on the same terms and conditions within 15 days of
receiving the notice and closing on that investment within 30 days
thereafter.
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4.
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Non-Assignability
of Services. Consultant's services under this contract are offered to
Company only and may not be assigned by Company to any entity with which
Company merges or which acquires the Company or substantially all of its
assets. In the event of such merger or acquisition the services of the
consultant are immediately
terminated
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5.
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Indemnification.
The Company warrants and represents that all oral communications, written
documents or materials furnished to Consultant by the Company with respect
to financial affairs, operations, profitability, products and strategic
planning of the Company are accurate and Consultant may rely upon the
accuracy thereof without independent investigation. The Company will
protect, indemnify and hold harmless Consultant against any claims or
litigation including any damages, liability, cost and reasonable
attorney's fees as incurred with respect thereto resulting from
Consultant's communication or dissemination of any said information,
documents or materials excluding any such claims or litigation resulting
from Consultant's communication or dissemination of information not
provided or authorized by the
Company.
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6.
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Status
as Independent Contractor. Consultant's engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee,
officer or other agent of the Company. Neither party to this Agreement
shall represent or hold itself out to be the employer or employee of the
other. Neither the Company nor the Consultant possess the authority to
bind each other in any agreements without the express written consent of
the entity to be bound.
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7.
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Waiver.
The waiver by either party of a breach of any provision of this Agreement
by the other party shall not operate or be construed as a waiver of any
subsequent breach by such other
party.
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8.
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Lock
Up. Consultant agrees that in the event of a public offering,
Consultant will not for a period of at least six (6) months, as
promulgated by Rule 144, in the absence of a valid Registration Statement
filed with and declared effective by the SEC (United States Securities and
Exchange Commission), shall sell its Units in the Company and Consultant
agrees to sign any “l-ck up“ agreement required to be signed in order for
the Company to go public.
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9.
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Notices.
All notices, requests, and other communications hereunder shall be deemed
to be duly given if sent by U.S. or Hungarian mail, postage prepaid,
addressed to the other party at the address as set forth herein
below:
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To the
Company:
Genetic
Immunity Kft.
ATTN: ▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
1045
Budapest
Berlini
ut 47-49.
Hungary
To the
Consultant:
Power of
the Dream Ventures, Inc.
1095
Budapest
Soroksari
ut 94-96
Hungary
It is
understood that either party may change the address to which notices for it
shall be addressed by providing notice of such change within two days to the
other party in the manner set forth in this paragraph.
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10.
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Choice
of Law, Jurisdiction and Venue. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of New
York. The parties agree that the Superior Court for the State of New York,
County of New York will be the venue of any dispute and will have
jurisdiction over all parties.
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11.
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Complete
Agreement. This Agreement contains the entire agreement of the parties
relating to the subject matter hereof. This Agreement and its terms may
not be changed orally but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification,
extension or discharge is sought.
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AGREED
TO:
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“Company”
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GENETIC
IMMUNITY LLC
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Date:
February 23, 2009
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By:
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,
CEO
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“Consultant”
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POWER
OF THE DREAM VENTURES, INC
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Date:
February 23, 2009
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By:
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/s/
Viktor Rozsnyay
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Viktor
Rozsnyay, President & CEO
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