Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q - BLACK HAWK EXPLORATION | t68519_10q.htm |
| EX-31.1 - EXHIBIT 31.1 - BLACK HAWK EXPLORATION | ex31-1.htm |
| EX-31.2 - EXHIBIT 31.2 - BLACK HAWK EXPLORATION | ex31-2.htm |
| EX-32.1 - EXHIBIT 32.1 - BLACK HAWK EXPLORATION | ex32-1.htm |
EXHIBIT
99.0
January
29, 2010
Kevin
Murphy
Director
and Chief Executive Officer
Black
Hawk Exploration, Inc.
1174
Manitou Drive NW
PO Box
363
Fox
Island, WA 98333
Dear Mr.
Murphy:
The
purpose of this letter agreement (the “Agreement”) is to set forth the terms and
conditions of the consulting agreement by and between Vista Partners LLC (“VP”)
and Black Hawk Exploration Inc. (the “Company”). VP shall assist in the creation
of the Company’s website as well maintain and update Company website over the
stated contractual period. In addition, VP will create the Company’s
shareholder presentation as well as update shareholder presentation over the
stated contractual period. Finally, VP will introduce Black Hawk
Exploration, Inc. (the “Company”) to one or more investors in connection with
any offer and private placement (the "Offering") by the Company of securities of
the Company (the "Securities"), in one or more related closings during the term
of VP’s engagement. The
term (the "Term") of VP's engagement will begin on the date hereof and renew
automatically on February 1, 2011. Either party may terminate this Agreement
within 30 days after receipt of written termination by either party. VP’s
engagement under this Agreement shall be exclusive.
In
consideration of the services rendered by VP under this Agreement, the Company
agrees to pay VP the following fees and other compensation:
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(a)
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Company
shall deliver 250,000 (two hundred fifty thousand) shares of restricted
common stock (144 stock) to be delivered on one paper certificate and
mailed to VP. VP will commence work under this agreement upon receipt of
restricted stock.
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(b)
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As
additional compensation, the Company shall issue to VP shares of common
stock of the Company ("Shares") equal to 8% (eight percent) of the
aggregate number of Shares placed in any Offering during VP’s engagement.
Any such issued shares shall be registered
under the Securities Act of 1933 within 30 days of their
issuance.
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(c)
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In
addition to any fees payable to Vista hereunder,the Company hereby agrees
to reimburse Vista, within ten days after written request thereof, for all
reasonable travel and other out-of-pocket expenses incurred in connection
with Vista's engagement, including the reasonable fees and expenses of
Vista's counsel. Such reimbursement shall be limited to
$25,000.
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Vista
shall be entitled to shares, calculated in the manner provided in paragraph (b),
with respect to any subsequent public or private offering or other financing or
capital-raising transaction of any kind ("Subsequent Financing") to the extent
that such financing or capital is provided to the Company or to any Affiliate
thereof, by investors whom Vista had introduced, directly or indirectly, to the
Company during the Term if such Subsequent Financing is consummated at any time
within (i) the 18-month period following the consummation of the Offering and
(ii), if no Offering shall have been consummated during the Term, the 18-month
period following the expiration or termination of this Agreement (the "Tail
Period").
400
Continental Blvd., 6th Floor
El
Segundo, CA 90245
This
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to conflict of law principles. Any dispute
arising out of this Agreement shall be adjudicated in the courts of the State of
California or in the federal courts sitting in the Southern District of
California, and each of the parties hereto agrees that service of process upon
it by registered or certified mail at its address set forth herein shall be
deemed adequate and lawful. The Company shall indemnify VP against any
liabilities arising under the Securities Act of 1933, as amended, attributable
to any information supplied or omitted to be supplied to any investor by the
Company pursuant to this Agreement. The Company acknowledges and agrees that VP
is not and shall not be construed as a fiduciary of the Company and shall have
no duties or liabilities to the equity holders or the creditors of the Company
or any other person by virtue of this Agreement or the retention of VP
hereunder, all of which are hereby expressly waived.
This
Agreement constitutes the entire understanding and agreement between the parties
hereto with respect to its subject matter and there are no agreements or
understandings with respect to the subject matter hereof which are not contained
in this Agreement. This Agreement may be modified only in writing signed by the
party to be charged hereunder.
If the
foregoing correctly sets forth our agreement, please confirm this by signing and
returning to us the duplicate copy of this letter.
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Very
truly yours,
VISTA
PARTNERS LLC
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Agreed
to and accepted
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By:
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/s/ Ross Silver | ||||||
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as
of the date listed below:
Date: 2/1/2010
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Name:
Ross Silver
Title:
Chief Executive Officer
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Black
Hawk Exploration Inc.
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||||||||
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By:
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/s/ Kevin Murphy | |||||||
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Name:
Kevin Murphy
Title:
Director & Chief Executive Officer
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400
Continental Blvd., 6th Floor
El
Segundo, CA 90245