Capital Edge shall only be required to provide reasonable ad Visors services under this Agreement. Such services shall include advising the Com any with respect to: a. The William Smith Company’s capital raising strategy and tracking and preparation of presentation materials and “deck” for the same; b.
The William Smith Company’s strategy, direction and growth (including adding other team members); Identification and securing of advisors, contractors, vendors, endorsements a ND strategic alliances, including distributors of Company’s products: d. Identification of and helping to secure new business opportunities; e. Structuring of Company and relationships for proper incentives for all The William Smith Company’s participants and stakeholders; and f. Other matters mutually and specifically agreed upon. 2.
The term of this Agreement will run for an initial period of twelve (12) months, and shall automatically extend for additional six (6) month periods, unless either Capita I Edge or Company cancel the Term as permitted in accordance with the contract to par graph 8 of this Agreement by notice delivered no more than 90 days and no fewer than 30 days prior to the end of the Initial Term or the tincture Extension Term. . A. Capital Edge shall receive a nine percent (9%) nondeductible interest in The William Smith Company upon execution of this Agreement.
If the Term of this Agree .NET shall be properly terminated pursuant to paragraph 8 of this Agreement, The William m Smith Company shall have the right to purchase from Capital Edge, at a purchase PRI CE of one dollar ($1. 00), a monthly diminishing portion of up to two thirds (or six percent t (6%)) of the Capital Edge Interests such that over the month period from March 1, 20 13 through November 30, 2013 the portion of such six percent (6%) of the Capital Edge In tersest sibyl subject to purchase by The William Smith Company shall diminish at the rate of 0. 667% per month. Despite any other provision of this Agreement, on and oaf term the date that is nine (9) months following the Effective Date there shall be no purchase right afforded Company with respect to the Capital Edge Interests, and the entirety of the Capital Edge Interests shall be and remain Capital Edge’ property despite the expiration or earlier termination of this Agreement. . Promptly following the execution of this Agreement, The William Smith Co many shall revise and restate its governing documents, agreements and value and o Zion plans as necessary or desirable (in a manner satisfactory to Capital Edge) to reflect t he Capital Edge Interests in The William Smith Company described by this paragraph an d the other provisions of this Agreement.
All interests of The William Smith Company held by Capital Edge pursuant to this paragraph 3 shall have (and/ or shall gain) the maximum preferences, powers and ranking of any class of membership or other interest TTS or loans to The William Smith Company. At Capital Edge’ sole option, the Capital Edge Into e rests shall be organized and structured as “profits interests” for tax purposes.