Exhibit 10.6
BUSINESS
DEVELOPMENT SERVICES AGREEMENT
THIS
BUSINESS DEVELOPMENT SERVICES AGREEMENT (the “Agreement”) is entered into by and among Wilshire Energy Partners, Aegis
International and Foothills Petroleum, Inc., a Nevada corporation (“Foothills”) with a reference to the following:
| A. | Wilshire and Aegis, having viewed the recent declines
of valuations within the oil and gas industry, believe that there may be significant opportunities to acquire oil and gas properties
at attractive valuations. |
| B. | The parties have agreed that Wilshire will have the opportunity to present
property and other acquisition targets to Foothills. |
| C. | The parties have further agreed that Aegis will provide the services of B.P.
Allaire to Foothills as more particularly described below. |
| D. | Wilshire will assign, transfer and convey ownership of Foothills Exploration LLC, a Wyoming limited
liability company (“FEL”), as more particularly described below upon organization of Foothills. |
| E. | Aegis will receive a fee of $150,000 and no equity in Foothills for its business development services. |
| F. | Wilshire will receive 4.5 million shares of common stock of Foothills upon assignment of FEL to
Foothills. |
NOW
THEREFORE, the parties understand and agree as follows:
| 1. | Wilshire will transfer 100% of FEL to Foothills, and
Foothills will issue 4.5 million shares of its common stock to Wilshire on its organization or as soon thereafter as may be practical. |
| 2. | Wilshire will endeavor in good faith, with the assistance
of Aegis, to obtain $3 to $3.5 million of financing in the form of equity and/or convertible notes to implement the business plan
that is under formation on behalf of Foothills. |
| 3. | Aegis will perform the following business development
services: |
| · | provide senior management principally in the form
of services of B.P. Allaire; |
| · | deliver or oversee administrative services on day to day basis; |
| · | assist in securing a chief financial officer; |
| · | formulate, craft and deliver a detailed business plan including forecasts; |
| · | formulate or assist in formulating, budgets and other financial information; |
| · | recruit or assist in recruiting experienced executive directors with proven
track records whose backgrounds will be attractive to the oil and gas community and potential investors; |
| · | create and deliver a website that depicts the Foothills operations; and |
| · | provide such other services as may be appropriate and necessary to implement
and execute upon the business plan of Foothills. |
| 4. | For its services as outlined hereunder, Foothills shall pay to Aegis from funds received,
$150,000 through March 31, 2016 (the “Foothills Initial Organizational Term”). |
| 5. | Following the Foothills Initial Organizational Term, Foothills
on at-will basis shall pay B.P. Allaire $5,000 per month for his services as chief operating officer and executive director, subject
to cancellation by either of Foothills or B.P. Allaire on 30 day notice. |
| 6. | Wilshire
shall assign, effective no later than December 29, 2015, all right, title and interest in FEL in exchange for 4.5 million
shares of common stock of Foothills which will deliver to Wilshire upon Assignment or as soon thereafter as may be
practical. |
| 7. | Nothing herein
set forth shall entitle Aegis or B.P. Allaire to any compensation not explicitly herein set forth. |
| 8. | This
Memorandum shall be governed by the laws of the State of Nevada in all respects. |
IN
WITNESS WHEREOF, the undersigned have executed this Agreement effective as of December 18, 2015.
| AEGIS INTERNATIONAL, LLLP |
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| |
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| By: |
/s/
B.P. Allaire |
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| Name: |
B.P. Allaire |
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| Title: |
Managing
Partner |
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| |
|
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| WILSHIRE ENERGY PARTNERS, LLC. |
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| |
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| By: |
/s/ Kevin Sylla |
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| Name: |
Kevin Sylla |
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| Title: |
Managing
Director |
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| |
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| FOOTHILLS PETROLEUM, INC. |
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| |
|
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| By: |
/s/ Kevin Sylla |
|
| Name: |
Kevin Sylla |
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| Title: |
Director |
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| |
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| ACKNOWLEDGED AND ACCEPTED |
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| |
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| /s/ B.P. Allaire |
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| B.P. Allaire, an individual |
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