CASIMIR CAPITAL LP New York, NY 10017

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Exhibit 33.1

 

CASIMIR CAPITAL LP

▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇^▇▇ Floor

New York, NY 10017

June 26, 2014

Private and Confidential

▇▇▇▇▇ ▇. ▇▇▇▇▇

Interim CEO

▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Phoenix, AZ 85016

Dear ▇▇. ▇▇▇▇▇:

▇▇▇▇▇▇▇ Capital LP (“Casimir”) understands that Core Resource Management, Inc. (“CORE”) wishes to undertake a debt or equity financing (the "Financing") up to $50,000,000. The purpose of this Agreement is to record our mutual understanding and agreement regarding the terms and conditions of our engagement.

1.

Appointment. ▇▇▇▇▇▇▇ is appointed and agrees to act as an exclusive agent on a best efforts basis, for and on behalf of CORE in connection with the proposed Financing.  During the term and applicable tail periods, ▇▇▇▇▇▇ may identify individuals and/or entities in connection of obtaining the proposed financing who would be pre-approved by CORE hereinafter referred to as “Prospects” for the purpose of obtaining financing.  During the Term and the applicable tail periods referred to herein, CORE shall not negotiate, enter into or attempt to negotiate or enter into any agreement, covenant or understanding, written or oral, with any Prospects, directly or indirectly,  that could in any manner be construed to be inconsistent with this agreement or could undermine any of the rights or interests of ▇▇▇▇▇▇▇ in, under or in respect of this Agreement and agrees not to interfere with, circumvent, frustrate or otherwise impede in any manner the realization by ▇▇▇▇▇▇▇ of any of the objectives it seeks or benefits derived, or to be derived, from any of the foregoing.

2.

Fees. Concurrently with any closing of the Offering during the Term the Company will pay ▇▇▇▇▇▇▇ the following,

a)

An upfront fee of $25,000 for financial advisory services in preparation for the proposed transaction.

b)

In connection with any debt transaction the company agrees to pay ▇▇▇▇▇▇▇ a five percent (5%) cash fee;

c)

In connection with any equity transaction the company agrees to pay ▇▇▇▇▇▇▇ an eight percent (8%) cash fee;

 

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3.

Definitive Agreements. ▇▇▇▇▇▇▇ may require that the terms of the Financing, and any other commitment on the part of ▇▇▇▇▇▇▇, be subject to the provisions of one or more definitive agency agreements or credit agreements to be entered into between CORE and Casimir (and/or with its lending syndicate members), which agreements shall contain terms and conditions typical of the industry and of transactions of this nature.

4.

Indemnity. CORE and its affiliates agree to indemnify and save ▇▇▇▇▇▇▇, its affiliates and shareholders, directors, officers, employees and consultants (the “Indemnified Parties”) harmless from and against any and all losses (other than loss of profits), claims, actions, suits, proceedings, damages, liabilities or reasonable expenses of whatsoever nature or kind, including investigation expenses and legal expenses on a solicitor and client basis incurred by the Indemnified Parties, to which the Indemnified Parties may become subject by reason of or in connection with the engagement of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, except to the extent that any such loss, claim, damage, liability and expenses result from the negligence, willful misconduct, bad faith or violation of any applicable law by the particular Indemnified Party, as determined by a court of competent jurisdiction in a final judgment.

If any claim, action, suit, proceeding or other matter, including any inquiry or investigation (whether formal or informal), is brought or instituted against any Indemnified Party in respect of which indemnification may be sought against CORE, such Indemnified Party shall promptly notify CORE and CORE shall promptly retain counsel (who shall be acceptable to the Indemnified Party, acting reasonably) to represent the Indemnified Party in such matter, and CORE shall pay the reasonable fees and disbursements of such counsel relating to such matter.

In any such matter, the Indemnified Party shall have the right to retain other counsel to act on his, her or its behalf, and CORE shall pay the reasonable fees and disbursements of such other counsel if: (i) the Indemnified Party shall have been advised in writing by counsel that an actual or potential conflict of interest exists which makes representation by counsel chosen by CORE not advisable; (ii) CORE has not assumed the defense of the claim, action, suit or proceeding within a reasonable period of time after receiving notice thereof; or (iii) employment of such other counsel has been authorized by CORE.

5.

Due Diligence. CORE will make available to Casimir all corporate, financial and operating information and documentation regarding CORE, and will provide access to senior management, facilities, employees, auditors, legal counsel, consultants and operators of CORE in order to permit ▇▇▇▇▇▇▇ and its legal counsel to conduct such due diligence investigation of the business and affairs CORE, which are reasonably necessary to allow us to perform our services hereunder.

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6.

Accuracy of Information. In carrying out our responsibilities hereunder, ▇▇▇▇▇▇▇ will necessarily rely on information prepared or supplied by you and other sources reasonably believed by ▇▇▇▇▇▇▇ to be reliable and will apply reasonable standards of diligence to any work which we perform hereunder in the nature of an assessment or review of data or other information. However, ▇▇▇▇▇▇▇ will be entitled to reasonably rely on and assumes no obligation to verify the accuracy or completeness of such information and under no circumstances will we be liable to you or your security holders for any damages arising out of the inaccuracy or incompleteness of such information. You represent and warrant to us that all information and documentation concerning CORE that is provided by you in connection with this engagement will be accurate and complete in all material respects and not misleading and will not omit to state any fact or information which would be material to a lead manager and agent performing the services contemplated herein.

 

7.

Additional Services. If ▇▇▇▇▇▇▇ is requested to provide any other services in addition to those described above, the terms and conditions relating to such services will be outlined in a separate letter of agreement and the fees for such services will be negotiated separately and in good faith and will be mutually agreed upon prior to undertaking such services.

8.

Use of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. You acknowledge and agree that all written and oral advice, analysis and materials provided by ▇▇▇▇▇▇▇ in connection with our engagement hereunder are intended solely for your benefit and for your internal use only in considering the Financing and you covenant and agree that no such advice or materials will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without our prior written consent in each specific instance. Any advice given by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will be made subject to, and will be based upon, such assumptions, limitations, qualifications and reservations as we, in our sole judgment, deem necessary or prudent in the circumstances. ▇▇▇▇▇▇▇ expressly disclaims any liability or responsibility by reason of any unauthorized use, publication, distribution of or reference to any oral or written advice or materials provided by us or any unauthorized reference to ▇▇▇▇▇▇▇ or this engagement.

9.

Commitment under Letter of Engagement. It is understood that this letter does not represent a firm commitment by ▇▇▇▇▇▇▇ to sell or underwrite an offering and that such a commitment, if any, will not be established until a definitive agreement in respect of an offering is signed and will be governed by the terms of such agreement. The pricing of and the ability of ▇▇▇▇▇▇▇ to sell an offering will be contingent upon several factors, including market conditions at the time, completion of satisfactory due diligence, the current financial results of CORE and its budgets or forecasts.

10.

Term and Termination. The term of this agreement (“Term”) shall commence on the date hereof and shall continue for six months (6).  Upon termination, ▇▇▇▇▇▇▇ will be entitled to receive any fees and warrants earned upon closing of the Financing prior to such termination as provided for in Section 2 and 3 above and post termination (i.e., the “tail” provisions as provided hereinafter) and reasonable expenses incurred through the date of termination. The provisions of sections 9, 10, 11, 14 and 15 which shall survive the termination of this Agreement. If during the six months following termination or expiration of this agreement, any Prospect to whom ▇▇▇▇▇▇▇ introduced CORE provides financing to CORE other than through an underwritten public offering or CORE completes a Transaction (or enters into an agreement during the Term to provide financing to CORE or complete a Transaction which is consummated at anytime thereafter), CORE shall pay Casimir upon the receipt of such funds, a cash fee and warrants in the amount that would otherwise have been payable to ▇▇▇▇▇▇▇ had such transaction occurred during the Term in accordance with section 2 or section 3 as applicable.

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11.

Expenses. CORE agrees to cover and promptly reimburse, upon request, ▇▇▇▇▇▇▇ for all reasonable expenses of or incidental to the Financing which were pre-approved by CORE, whether completed or not, including fees and disbursements of ▇▇▇▇▇▇▇’▇ legal counsel, all costs and out of pocket expenses incurred in due diligence, including related travel expenses and all costs and out of pocket expenses involved in the marketing of the securities. The payments to be made under this section are in addition to any other payments to be made hereunder and the obligation to make such payments shall survive any termination of ▇▇▇▇▇▇▇’▇ engagement hereunder.

 

12.

Public Advertisements. Each of the parties hereby consents to the making of an announcement by the other party concerning the appointment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Financing, provided that the party making such announcement has received the approval of the other party hereunder, such approval not to be unreasonably withheld or delayed.

13.

Conflicts. Nothing in this letter shall be construed to limit the ability of Casimir or its affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities other than CORE, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business of CORE, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical to CORE’s, or may have been identified by CORE as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship.

14.

Governing Law. This letter agreement shall be deemed to have been made and delivered in Houston, Texas and shall be governed as to validity, interpretation, construction, affect and in all other respects by the internal laws of Texas.  The parties agree that any dispute, claim or controversy directly or indirectly relating to or arising out of this letter agreement, the termination or validity hereof, any alleged breach of this letter agreement or the engagement contemplated hereby (any of the foregoing, a “Claim”) shall be submitted to JAMS Inc., or its successor, in New York, for final and binding arbitration in front of a panel of three arbitrators with JAMS in New York, New York under the JAMS Comprehensive Arbitration Rules and Procedures (with each of ▇▇▇▇▇▇▇ and the Company choosing one arbitrator, and the chosen arbitrators choosing the third arbitrator).  The arbitrators shall, in their award, allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.  The award in the arbitration shall be final and binding.  The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Sec.1-16, and the judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof.  The Company and ▇▇▇▇▇▇▇ agree and consent to personal jurisdiction, service of process and venue in any federal or state court within the State and County of New York in connection with any action brought to enforce an award in arbitration.

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This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

If you are in agreement with the foregoing, please so indicate by signing and returning to us the enclosed copy of this letter agreement. We sincerely look forward to working closely with you and your team.

Yours truly,

▇▇▇▇▇▇▇ ▇▇▇▇▇

CHIEF EXECUTIVE OFFICER

CASIMIR CAPITAL L.P.

 

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CASIMIR CAPITAL L.P.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇                

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇

Title: CEO

 

Accepted and agreed to this ___  __ day of __                 __, 2014

 

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇                

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Interim CEO

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Annex

 

 

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