Attached files
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| 8-K - CURRENT REPORT - GigWorld Inc. | http_8k.htm |
Exhibit 10.1
PRIVATE & CONFIDENTIAL
TERM SHEET
This
Term Sheet sets out the understanding between HotApps International
Pte Ltd with regards to the proposed engagement of The Alpha Mind
Pte Ltd (“Consultant”) for provision of consultancy
services to the Company.
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COMPANY
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HotApps
International Pte Ltd, a company incorporated in Singapore,
registration no. 201414877D and having its office at 7 Temasek
Boulevard #29-01B Suntec Tower One Singapore 038987
(“Company”).
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CONSULTANT
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Company
would like to engage The Alpha Mind Pte Ltd, a company incorporated
in Singapore, registration no. 2009137393G
(“Consultant”) to provide consultancy services to the
Company.
During
the term of engagement, its sole member and director, Mr Tay Kiat
Ming, Eugene will act as Acting Chief Executive Officer of the
Company (“Acting CEO”).
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TERM
AND COMMENCEMENT DATE
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For an
initial term of 12 months with effect 1 September
2018.
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FEES
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Consultant
will be paid consultancy fees based on the following milestones
-
1)
First 12 months -S$60,600 per annum payable monthly in
arrears.
2) To
be adjusted to S$10,600 per month after successful raising of fresh
funds by the Consultant and upon receipt by the Company of or
exceeding S$1 million which funds were raised based solely on
Consultant’s efforts.
3) To
be adjusted to S$20,600 per month after successful raising of fresh
funds by the Consultant and upon receipt by the Company of or
exceeding S$5 million which were raised based solely on
Consultant’s efforts.
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OVERVIEW
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It is
the intention of the Company to work towards listing of its parent
company, HotApp BlockChain Inc., an OTC company in the United
States, incorporation ID. 5120182 and having its office at 4800
Montgomery Lane Suite 210 Bethesda, MD20814 (“HotApp
BlockChain”) with NYSE or NASDAQ.
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STOCK
PERFORMANCE SHARES
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Acting
CEO shall be granted 1 million of HotApp BlockChain’s stock
performance shares upon its successful uplift to NYSE or NASDAQ.
The exercise price of the stock performance shares shall be at
US$1.00 and will be vested upon completion of 36 months’
continuous engagement (“Tenure”) with the
Company.
Such
stock performance shares can be sold only when the share price of
the HotApp BlockChain is trading at US$2 or above, at any time
during the Tenure. Sale of any shares arising from the vested stock
performance shares is restricted to no more than 5% of the daily
trading volume. All unvested stock performance shares will not be
due and will immediately become void in the event of termination of
the Consultancy Agreement.
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TERMINATION
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One (1)
month’s written notice of termination from either party or
fees in lieu of notice.
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1
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CONFIDENTIALITY
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Save
for any disclosure made to any regulatory body (including the
exchanges in United States, Hong Kong or Singapore), each party
shall keep strictly confidential the negotiations relating to this
transaction, the existence of this transaction and the contents of
this Term Sheet and shall not disclose the name to any other person
with the prior written consent of the other party.
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NON-COMPETITION
AND NON-SOLICITATION
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Consultant
shall not:
(a) be
directly or indirectly engaged or concerned in (whether as an
employee, agent, independent contractor or otherwise) the conduct
of any business competing with the businesses carried on or
proposed to be carried on by the Company at any time;
(b)
carry on for your own account either alone or in partnership or be
concerned as a director or shareholder in any company engaged in
any business competing with the Company’s
business;
(c)
assist any person, firm or company with technical advice or
assistance in relation to any business competing with the
Company’s business;
(d)
solicit or entice away or attempt to solicit or entice away from
the Company, any person, firm, company or organisation who shall at
any time have been a customer, client, distributor or agent of the
Company or in the habit of dealing with the Company;
(d)
solicit or entice away or attempt to solicit or entice away from
the Company any person who is an officer, manager or employee of
the Company whether or not such person would commit a breach of his
contract of employment by reason of leaving the
Company;
(e) in
relation to any trade, business or company, use any name in such a
way as to be capable of or likely to be confused with the name of
the Company and/or the Group and shall use all reasonable
endeavours to procure that no such name shall be used by any other
person, firm or company;
(f)
otherwise be interested, directly or indirectly, in any business
competing with the Company’s business; or
(g) by
any means and at any time, use any information whatsoever which you
may possess during the course of your engagement with the Company
in any manner which may cause loss or injury to the Company and/or
the Group and should you come into possession of any confidential
information or trade secrets, you undertake irrevocably and
unconditionally not to disclose these to any party at any time
(whether during or after your engagement) without the
Company’s prior written consent unless or until the
information is in the public domain, whereupon to the extent that
it is public this obligation shall cease.
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BINDING
EFFECT
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This
Term Sheet shall be legally binding and shall also be legally
enforceable in accordance with its terms in any court or competent
jurisdiction.
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PREVALENCE
OF CONSULTANCY AGREEMENT
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This
Term Sheet shall be superseded by a Consultancy Agreement to be
negotiated and entered into as soon as practicable and in any
event, no later than 6 months from the date of signing of this Term
Sheet.
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COSTS
AND EXPENSES
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Each
Party shall be responsible for its respective costs and expenses in
relation to the preparation of this Term Sheet and any transactions
contemplated thereunder.
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TAXES
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Consultant
and CEO shall be responsible for all relevant taxes required by
applicable laws.
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GOVERNING
LAW AND DISPUTE RESOLUTION
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Singapore
Laws and the Parties hereby irrevocably submit to the exclusive
jurisdiction of the Singapore Courts.
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Date:
14 September 2018
We
hereby agree to the above terms and conditions:
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Signed
by:
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Signed
by:
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/s/ Chan Heng
Fai
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/s/ Tay Kiat Ming
Eugene
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Name: CHAN HENG
FAI
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Name: TAY KIAT MING
EUGENE
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For and on behalf
of
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For and on behalf
of
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HOTAPPS
INTERNATIONAL PTE LTD
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THE ALPHA MIND PTE
LTD
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