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Document Preview Consulting Agreement |
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Title: |
Consulting Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
17KB total |
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Price: |
$33 |
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ID: |
#2673316 |
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CONSULTING AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 1st day of December, 2006 by and between TransGlobal Financial Services LLC ("TGF"), a California limited liability company with a mailing address at 2934 Beverly Glen Circle, No. 276, Bel Air, CA 90077 and, PRIMEGEN ENERGY CORPORATION ("the Company"), a Nevada corporation having a place of business at 3625 Hall Street, Suite 900, Dallas, TX 75219.
W I T N E S S E T H:
WHEREAS, the Company desires to obtain general management and financial consulting services from TGF; and
WHEREAS, TGF desires to perform these services for the Company on terms and conditions as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and TGF hereto agree as follows:
1. Engagement of TGF. Subject to the terms of this Agreement, the Company does hereby appoint and engage TGF as a consultant and TGF hereby accepts its appointment and engagement by the Company as a consultant to the Company with respect to the services specified in paragraph 2 of this Agreement for the compensation set forth in paragraph 4 of this Agreement.
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2. |
Services. |
(a) As mutually determined from time to time by TGF and the Company, during the term specified in paragraph 6 of this Agreement, TGF shall undertake to consult with and advise the Company, by telephone or in person, as TGF in its sole discretion shall determine, with respect to financial and business matters, including but not limited to managing the Companys existing business, assistance with fund raising to implement the Company's business plans, implementation of the Company's efforts to review capitalization, raise funding, or pursue mergers, acquisitions or divestitures and other transactions, on an exclusive basis.
(b) TGF agrees to spend a reasonable amount of time needed to accomplish its services under this Agreement, and to be available for telephone calls, meetings and other matters on as needed basis.
3. Term. Except as otherwise specified in paragraph 4 hereof, this Agreement shall be effective for three (3) years from its execution by TGF and the Company. The Term will renew in 12-month increments unless either party notifies the other 90 days prior to the expiration of the Term of the cancellation of this Agreement.
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4. |
Compensation. |
(a) As full consideration for the services to be provided pursuant to paragraph 2 of this Agreement (and in addition to the expenses provided for in paragraph 5 hereof), the Company shall pay TGF the following fees:
(i) Signing Bonus. The Company hereby agrees to cause certain shareholders of the Company to transfer 7,866,000 shares of the Common Stock of the Company to TGF as an inducement to enter into this Agreement and cause such shareholders to enter into a mutually acceptable Shareholder Agreement with TGF. The Shareholder Agreement shall provide for anti-dilution of TGF shares in addition to other provisions governing the disposition, transfer and liquidation of each shareholders holdings.
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