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Chief of Staff
Services Extension
Agreement
THIS EXTENSION OF SERVICES
AGREEMENT made as of
the 2 nd day of July, 2009
River Star, LLC, or
nominee ,
(the “Chief of
Staff”)
- and -
Halberd Corporation, a Nevada
Public Corporation;
and any Subsidiary entities
of
Halberd
Corporation,
(the “Company”)
Whereas: The Company entered into an initial Chief of
Staff Services Agreement with Chief of Staff on November 14, 2008;
and,
Whereas: At this time, the Company desires to extend the
current Chief of Staff Services Agreement through the end of its
2009/2010 fiscal year; and,
Whereas: The Chief of Staff desires to extend its
Agreement with the Company.
Now therefore in consideration
of the mutual covenants,
terms and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as
follows:
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Extension of
Services . The Chief
of Staff shall continue assist and advise the executives of the
corporation, during the Term (as defined below) and provide the
following services (the “Services”) to the Company, at
such times as the Company may reasonably request:
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Assist with Strategic and Tactical
Business Development planning;
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Assist with SEC and related
regulatory compliance matters
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14144 Lakeside Blvd. N.
• Suite A • Shelby Township, MI 48315 •
248-247-5457 • riverstarpro.com
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Liaise with legal and accounting
professionals acting on behalf of the company;
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Advise on potential mergers and
acquisitions as the opportunities may arise;
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Liaise with corporate finance groups
including information and closing document management;
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Direct and manage all required Due
Diligence matters; and
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Provide other such services to
Company to assist them in achieving their specific operational,
financial and growth needs as requested and agreed upon between the
parties.
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Compensation for
Services .
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Capital Raises
. The Company shall pay a
comparable and standard bonus to the Chief of Staff for any capital
raises that occur during the term of this contract and for the
period described in Section 3 below. Comparable and Standard bonus
shall be defined as the amount paid to either the top executive of
the corporation as a result of any capital raise, as defined by
board consent of the Company or employment contract; or as
comparable to any other third party that would raise money for the
Company, whichever is greater. Company hereby agrees
that the bonus shall be paid to the Chief of Staff as part of the
distribution of funds to the Company from any funding
source.
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Public
Registration . Upon
the execution of this Extension Agreement, the Company shall
register, through the filing of Form S-1 with the United States
Securities and Exchange Commission, ONE MILLION (1,000,000) shares
of the Company’s common stock in the name of the Chief of
Staff;
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Board of
Advisors . Chief of
Staff shall remain an Advisor to the Board of Directors and/or a
non-executive member of the Board of Directors, if elected, and
Chief of Staff shall remain eligible to participate in all Board of
Director Compensation.
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Subcontracted
Services . If during the term of this
Agreement, the Chief of Staff is requested or required by the
Company to subcontract additional infrastructure services on behalf
of the Company including, but not limited to: accounting services,
investor relations services, press management services, trade show
services, administrative services or executive services, the
Company agrees to enter into a separate sub-contract agreement for
each such service and pay to the Chief of Staff all related fees
plus an administrative charge of 15%.
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Expenses
. The Company shall reimburse the
Chief of Staff for all reasonable pre-approved expenses incurred in
connection with its services regarding this Agreement. Reasonable
expenses include, but are not
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