THIS MASTER CAPITAL RAISING
AGREEMENT (this "Agreement"), is entered into on
July, 2009, by and between Pashminadepot.com , Inc.
("THE CLIENT") and SICG SA
("SICG").
WHEREAS, SICG represents that it has
expertise in the area of providing high quality capital raising
support including: organizing professional road show presentations,
building a capital raising syndicate, identifying and contacting
retail and institutional investors, and helping build up an
International presence and reputation; and is ready, willing, and
able to provide assistance in that area to THE CLIENT on the terms
and conditions set forth herein: and
WHEREAS, THE CLIENT, in reliance on
SICG's representations, is willing to engage SICG as an independent
contractor, and not as an employee, partner or joint venture, on
the terms and conditions set forth herein. By signing a copy of
this agreement you agree to appoint SICG as your exclusive Broker
and Corporate Adviser. SICG will have the exclusive authority to
work with other advisers and subcontractors in executing this
agreement on a carve out basis.
NOW THEREFORE, in consideration of
the obligations herein made and undertaken, the parties, intending
to be legally bound, covenant and agree as follows:
1.1 SICG
shall provide capital raising consulting services (the
"Services") in assisting
THE CLIENT with communicating their
message to qualified international investors.
SICG shall render the Services and
deliver the required services and other deliverables
("Deliverables") in accordance with the timetable set
forth in Exhibit A. If SICG anticipates at any time that it will
not complete one or more assignments within the prescribed
timetable, SICG shall immediately so inform THE CLIENT by written
notice, submit proposed revisions to the timetable that reflect
SICG's best estimates of what can realistically be achieved, and
continue to work under the original timetable until otherwise
directed by THE CLIENT. SICG shall also prepare and submit such
further reports of its performance and its progress as THE CLIENT
may reasonably request from time to time.
1.2
THE CLIENT shall provide for itself
such time and resources as shall be necessary to perform the
consulting services called for by this Agreement.
1.3
THE CLIENT shall, within two days of
receipt of each invoice submitted to THE CLIENT, advise SICG of the
acceptance or rejection by THE CLIENT of such invoice. Any
rejection shall specify the nature and scope of the deficiencies in
such invoice. SICG shall, upon receipt of such a notice of
rejection, act diligently to correct such deficiencies. The failure
of THE CLIENT to provide such a notice of rejection within such
period shall constitute acceptance by THE CLIENT of said
invoice.
P +41(0) 22 316 1633
www.investinswiss.com
F -M1{0) 22 316
1639 E-Mail i nfo@sicg.com
16 , rue de la Patisserie - CH 1204
Geneva - Switzerland
1.4
The Services shall be performed at
SICG's offices and other reserved venues unless THE CLIENT requires
otherwise and the Services shall be performed in a workmanlike and
professional manner by employees of SICG having a level of skill in
the area commensurate with the requirements of the scope of work to
be performed.
1.5
Anything herein to the contrary
notwithstanding, the parties hereby acknowledge and agree that THE
CLIENT shall have no right to control the manner, means, or method
by which SICG performs the Services called for by this Agreement.
Rather, THE CLIENT shall be entitled only to consult with respect
to the elements of the Services to be performed by, and to review
and assess the performance of the Services by SICG for the limited
purposes of assuring that the Services have been performed and
confirming that such results are satisfactory. SICG shall perform
the Services in accordance with all applicable laws, rules and
regulations.
2.1
This Agreement shall commence on the
date specified in Exhibit A, and unless modified by mutual
agreement of the parties or terminated earlier pursuant to the
terms of this Agreement, shall continue in effect for a period of
one year from inception.
2.2
This Agreement may be t