UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
December 22, 2015
30DC, INC.
(Exact name of registrant as specified in
its charter)
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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80 BROAD STREET, 5TH FLOOR, NEW YORK, NY
10004
(Address of Principal Executive Offices)
(Zip Code)
(212) 962-4400
Registrant's telephone number, including
area code
____________________________________
(Former name or former address, if
changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)
SECTION
8 - OTHER EVENTS
Item
8.01 Other Events
On December 22, 2015, the
Company entered into an agreement with Henry Pinskier, the Company's Interim
Chief Executive Officer for consideration of 2,000,000 shares of the Company's
common stock. The agreement has zero cash consideration and covers the time
Mr. Pinskier began serving as Interim Chief Executive Officer through the end of
the Company's current fiscal year, June 30, 2016. Mr. Pinskier is also chairman
of the Company's board of directors. The Services Agreement is attached
hereto in its entirety as Exhibit 10.1.
On December 22, 2015, the
Company entered into a one-year agreement with Theodore A. Greenberg, the
Company's Chief Financial Officer for which part of the consideration was
500,000 shares of the Company's common stock. Cash consideration under the
agreement is $5,000 per month but may be adjusted after six months based upon
the Company's performance and financial position. Mr.
Greenberg is also a member of the Company's board of directors. The Employment
Agreement is attached hereto in its entirety as Exhibit 10.2.
On December 22, 2015, the
Company entered into a one-year agreement with 21st Century Digital
Media, Inc., whose President, Gregory H. Laborde, is a Director of 30DC, for
business development services for which part of the consideration was 300,000
shares of the Company's common stock. Cash consideration under the agreement
is $3,000 per month and the agreement includes incentive compensation of up to
1,700,000 shares of the Company's stock which can be earned by achieving certain
milestones during the term of the agreement. The Consulting Services Agreement
is attached hereto in its entirety as Exhibit 10.3.
SECTION 9 - FINANCIAL STATEMENTS AND
EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a
complete list of exhibits filed as part of this Report. Exhibit numbers
correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
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10.1
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Services Agreement - Henry
Pinskier
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10.2
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Employment Agreement - Theodore A. Greenberg
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10.3
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Consulting Services Agreement - 21st Century Digital Media,
Inc.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, hereunto duly
authorized.
30DC, INC.
By: /s/
Theodore A. Greenberg
Theodore A. Greenberg,
Chief Financial Officer
Date: December 23, 2015
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EXHIBIT 10.1
SERVICES AGREEMENT
This Services Agreement
is a legal agreement ("Agreement") between 30DC, Inc., a Maryland
corporation ("30DC"), having its principal place of business at 80
Broad Street, Fifth Floor, New York, NY 10004, and Henry Pinskier ("Pinskier") having
his principal address as
22 Helenslea Road Caulfield 3161 This
Agreement shall be effective as August 1, 2015.
RECITALS
WHEREAS, Pinskier
has served as 30DC's board chair since January 2013 and is familiar with 30DC's
business, including operations, personnel, product development and public
company requirements,
WHEREAS, 30DC
wishes to utilize the services of Pinskier as 30DC Interim Chief Executive
Officer ("Int. CEO"),
NOW, THEREFORE, the
parties agree as follows:
1. Scope of
Services. In consideration
for payment as required herein, Pinskier agrees to provide the services to and
on behalf of 30DC, as said services are more specifically described and fully
set forth in Annexure A (Services), which is attached hereto and made a
part hereof by this reference. Hereinafter the services to be performed by Pinskier
referred to as "CEO Services."
2. Term. The parties agree that the initial term
of this Agreement ("Initial Term") shall be from the Effective Date, listed
above, through June 30, 2015. However, if 30DC employs or otherwise contracts
a permanent CEO, this agreement will be terminated effective the starting date
of the permanent CEO.
3. Consideration.
A. In
consideration for providing the CEO Services, 30DC agrees to issue to Pinskier and or nominees two million
(2,000,000) shares of restricted
30DC common stock within 15 days of signing this agreement.
B. Pinskier
acknowledges that once the two million shares have been issued that he will
continue providing CEO Services for the remainder of the contract term with no
additional compensation.
C. The parties
agree that compensation to Pinskier under this agreement is in addition to the
compensation Pinskier receives for serving as 30DC board chair.
4. Relationship Of
Parties. It is understood by the parties that Pinskier is an independent
contractor with respect to 30DC, and not an employee of 30DC. 30DC will not
provide fringe benefits, including health insurance benefits, paid vacation, retirement
benefits or any other employee benefit, for the benefit of Pinskier.
5. Choice of
Law. Parties expressly
agree that the laws of the State of Delaware, without regard to its conflict of
laws principles, shall govern and apply to this Agreement in all respects,
including, without limitation, with regard to limitations and/or exclusion of
certain types of damages. The parties agree that New York courts shall have
exclusive jurisdiction over each party's person and all arguments to the
contrary are expressly waived. Parties expressly agree that any dispute,
cause-of-action, suit or proceeding commenced as a result of this Agreement,
shall be litigated in the state or federal court of proper jurisdiction with
venue in New York to the exclusion of all others. Parties expressly waive any
and all claims of venue and jurisdiction in the state within which its
principal place of business or domicile is located or of any other state and
agrees that the State of New York is the only state having the proper venue and
jurisdiction of this Agreement.
6. Duty of
Confidentiality. During
the contract term, Pinskier will be privy to and have access to information
relating to the business of 30DC, which is not generally available in the
public domain nor readily ascertainable by independent investigation, which is
subject to reasonable efforts of secrecy, and which secret nature gives 30DC a
competitive advantage. It is agreed that any and all information relating to
the business of 30DC acquired during the contract term is the sole property of 30DC
and constitutes confidential materials, which are trade secrets of 30DC. Any
information obtained or used by Pinskier in his capacity as Int. CEO for 30DC
shall be deemed to be information related to 30DC's business and exclusively
owned by 30DC. Such information includes, but is not limited to:
(i) Any leads for
business from any source, including from the Internet;
(ii) All of the
papers, records, files, documents, products, systems, programs, confidential
reports (including, without limitation, technical information on the
performance of 30DC or its businesses and the development or acquisition,
future business or business enhancements), marketing strategies, sales efforts
and training, lists of clients, vendors and contractors, sources of customers
or potential recruits maintained or created by 30DC, including without
limitations, letters and other correspondence, inter-office memoranda, mailing
lists, manuals, profiles, forms, procedural or marketing information and other
materials developed by 30DC or at its direction, or under its supervision or
required to be maintained by any computer data base, manual or memoranda or by
the directives of the management of 30DC, 30DC's ways of doing business,
including search engine utilization strategies; and
(iii.) Any and all
documents, formulae, logarithms, code, language, plans, specifications,
software, constituting "Intellectual Property," associated, in any
way, with or developed by 30DC, as that term is commonly used and understood
between the parties, and in the industry, and for which 30DC has taken steps to
keep such information/technology secret from outside third parties.
Collectively the
information and materials referenced in 6(A) (i)-(iii) shall be referenced to
herein as "Trade Secrets." Pinskier agrees that the Trade Secrets are
assets belonging solely to 30DC and that they have significant value to 30DC.
8. General
Provisions.
A. Entire
Agreement. This Agreement (a) contains the entire agreement among the
parties, which said Agreement expressly includes and incorporates herein Annexure
A, which is attached hereto; (b) except as otherwise provided for herein, may
not be amended nor may any rights hereunder be waived except by an instrument
in writing signed by the party sought to be charged with such amendment or
waiver; and (c) is binding upon and inures to the benefit of the parties, and
their respective personal representatives, successors and assigns, except as
set forth above.
B. Construction
Principles. Words in any gender are deemed to include the other gender. The
singular is deemed to include the plural and vice versa. The headings and
underlined paragraph titles are for guidance only and have no significance in
the interpretation of this Agreement.
C. Counterparts.
The Agreement may be executed in any number of counterparts, each of which is
deemed an original and as executed shall constitute one agreement, binding on
the parties even though the parties do not sign the same counterpart. A fax or
electronic signature shall constitute the same as an original for all purposes.
D. Assignment.
Neither party may assign or otherwise transfer this Agreement without the
written consent of the other party.
This Agreement
shall inure to the benefit of and bind the parties hereto and their respective
legal representatives, successors and assigns.
E. Severance
Clause. The invalidity or unenforceability of any part of this Agreement
does not invalidate or affect the remainder, which continues to govern the
relative rights and duties of the parties as though the invalid or
unenforceable part were not a part hereof.
F. Attorney's
Fees. In the event of a breach of this Agreement, the prevailing party is
entitled to recover from the breaching party all attorneys' fees and costs
incurred in enforcing this Agreement, with or without suit.
| 30DC, Inc. |
Henry Pinskier |
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| By:/s/ Theodore A. Greenberg |
/s/ Henry Pinskier |
| CFO, Theodore A. Greenberg |
Henry Pinskier |
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| Date: 12/22/15 |
Date: 21/12/15 |
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ANNEXURE A
SERVICES
Interim Chief
Executive Officer ("Int. CEO") is responsible for leading the development and
execution of 30DC's long-term strategy with a view to creating shareholder
value. The Int. CEO's leadership role also entails being ultimately responsible
for all day-day management decisions and implementing 30DC's long and short
term plans. The Int. CEO acts as a liason between the Board and management and
communicates to the board on behalf of management. The Int. CEO also
communicates of behalf of 30DC to shareholders, employees, Government
authorities, other stakeholders and the public.
Specific duties
and responsibilities will include but not be limited to;
An active role in
searching for a permanent Chief Executive Officer,
An active role in
seeking capital funding including attracting potential investors and making
presentations to potential investors,
Oversight of technology
management and the product development process,
An active role in
development and implementation of marketing strategies,
Ensure that
expenditures are within the annual budget
Assess principal
risks and assure these risks are being monitored and managed,
Ensure effective
internal controls and management information systems are in place,
Ensure high
standards of corporate citizenship and social responsibility,
Communicate
effectively with the board, shareholders, employees, Government authorities,
other stakeholders and the public.
PRICING OF SERVICES
Two million (2,000,000)
shares of restricted 30DC common stock plus out of pocket costs for travel and
other expenses approved by 30DC, Inc. in advance.
EXHIBIT 10.2
EMPLOYMENT
AGREEMENT
by and between
30DC, Inc.,
and
Theodore A. Greenberg
As of
December 15, 2015
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the
"Agreement") is made and entered into as of the 15th day of December
15, 2015, by and between Theodore A. Greenberg ("Employee") and 30DC,
Inc. a Maryland corporation with offices at 80 Broad Street, 5th, New York, NY
10004 ("30DC" or "Employer"),
Background
WHEREAS, Employer employs, and desires to continue to employ, Employee as the Chief Financial Officer (CFO), and
WHEREAS, Employee is willing to continue to be employed as the Chief Financial Officer (CFO) in the manner provided for herein, and to perform the duties of the Employer upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth it is agreed as follows;
Agreements
In consideration of the foregoing and of
the mutual promises and other agreements hereinafter set forth, the parties
hereto hereby agree as follows:
1. Scope
of Employment.
(a) Employer
agrees that during the term of this Agreement, Employer shall employ Employee
to perform such duties and exercise such authority as assigned or delegated to
Employee by Employer's Board of Directors, and shall serve as Chief Financial
Officer (CFO).
(b) Employee
hereby accepts such employment and agrees that during the term of this
Agreement that:
(i) Employee
shall perform such duties in the foregoing capacity;
(ii) Employee shall devote time
and attention, as well as necessary, to the performance of his duties hereunder
and to the affairs of Employer;
(iii) Employee shall comply with
all lawful policies which from time to time may be in effect at Employer or
adopted by Employer and conveyed to Employee; and
(iv) Employee continue in his
capacity as a member of the Board of Directors of Employer.
2. Compensation.
As compensation for the services to be performed by Employee hereunder,
Employer agrees to pay to Employee, and Employee agrees to accept, the
following:
(a) Salary.
Employee or his assigns shall receive an initial Salary at the rate of $60,000
per year, paid in monthly amounts of $5,000 less applicable payroll deductions
required by law. The initial Salary will be fixed for a period of six months
after which time Salary may be adjusted depending on the Company's performance
and financial position.
(b)
Initial Stock
Bonus. Employee shall
be due 500,000 shares of 30DC 144 restricted common stock on the effective date
of this agreement which shall be issued to Employee within 15 days of signing
this agreement.
(c)
Incentive
Compensation. In
addition to Employee's Salary, Employee shall receive future incentive
compensation to be defined later by the Employers Board of Directors including
participation in any Employer Stock Option Plan:
(d)
Employee Benefits. In addition to Employee's Salary and
Incentive Compensation, Employer shall make available to Employee, during the
term hereof:
(i) Participation in any plans
from time to time generally offered to Employer's employees with respect to
group health, life, accident and disability insurance or payment plans or
similar employee benefits, if any.
(ii) Three (3) weeks paid annual
vacation, as well as paid holidays and other fringe benefits regularly provided
to Employees of Employer; and
(iii) Reimbursement for reasonable
and necessary business expenses in accordance with Employer's policies.
3. Term and Nature of Relationship. Employee's employment hereunder shall commence on the Closing Date and continue for 12 months from the commencement date.
4. Termination.
(a) Termination
by Employer with Cause. Employer may terminate Employee's employment with
"cause" as hereafter defined in this Section 4(a) upon 5 days' written notice.
"Cause" for purposes of Sections 4(a) and 4(b) means Employee's: (i)
conviction of, or indictment for, criminal negligence or criminal acts in the
work place, (ii) violation of Employer policies or procedures that have been
made known to Employee provided Employee has not cured such violation within 10
business days after receiving written notice of violation from Employer, (iii)
material breach of the covenants of this Agreement, provided that Employee has
not cured such breach within 10 days after receiving written notice from
Employer, (iv) the appropriation (or attempted appropriation) of a material
business opportunity of Employer, including attempting to secure or securing
any profit in connection with any transaction entered into on behalf of the
Employer, and (v) the misappropriation (or attempted misappropriation) of any
of Employer's funds or property. In the event that Employee is terminated with
"cause," Employee shall be entitled to (a) the payment of Employee's
then-current accrued, unpaid Salary and accrued, unused vacation which have
accrued, each prorated through the date of termination.
(b) Termination
by Employer Without Cause. Employer may terminate Employee's employment
without "cause" as defined in Section 5(a) upon 30 days' written notice. In
the event that Employee is terminated without "cause," Employee shall be
provided with (i) payment of Employee's then-current accrued, unpaid Salary and
accrued, unused vacation, each prorated through the date of termination, and
(ii) providing that Employee complies with his obligations under Sections 8 and
9 herein, payment of severance compensation of a lump-sum payment equal to 6
months' Salary.
(c) Termination
by Employee Without Cause. Employee may terminate Employee's employment
upon 30 days' written notice. In the event that Employee terminates his
employment without "cause" as defined in Section 4(d), Employee shall be paid
his then-current accrued, unpaid Salary and accrued, unused vacation, prorated
through the date of termination.
(d) Termination
by Employee With Cause. Employee may terminate his employment upon 30
days' written notice with "cause" as hereafter defined in this Section 4(d).
"Cause" for purposes of Section 4(c) and (d) means Employer's material breach
of the covenants of this Agreement, provided that Employer does not cure any
such breach upon 10 days' written notice from Employee. In the event that
Employee terminates his employment with "cause," Employee shall be provided
with payment of Employee's then-current accrued, unpaid Salary and accrued,
unused vacation, each prorated through the date of termination and providing
that Employee complies with his obligations under Sections 8 and 9 herein,
payment of severance compensation of a lump-sum payment equal to 6 months'
Salary.
(e) Termination
Due to Employee's Death or Disability. In the event that this Agreement
and Employee's employment is terminated due to Employee's death or disability,
Employee (or Employee's legal representatives) shall be paid (i) Employee's
then-current unpaid Salary and accrued, unused vacation, each prorated through
the date of termination, (ii) an additional 2 months' Salary. For purposes of
this Agreement, the term "disability" shall mean the mental or physical
inability to perform satisfactorily Employee's regular full-time duties, with
or without a reasonable accommodation, as determined by Employee's physician,
for 120 days, whether or not consecutive, in any 24-month period.
5.
Change in Control. If ownership of Employer changes by greater than
50%, due to purchase of stock in Employer or through merger of Employer or
Employer being otherwise acquired, Employee will be due one year's annual
Salary, no matter the remaining term of this agreement.
6. Representations
and Warranties of Employee. Employee hereby represents and warrants to
Employer that Employee is not now under any obligation to any person, firm or
corporation, and has no other interest, which is inconsistent or in conflict
with this Agreement, or which would prevent, limit or impair, in any way,
Employee's performance of any of the obligations set forth in this Agreement.
7. Employer
Covenants
(a) Directors & Officers Insurance. Employer shall maintain directors
and officers
insurance in an
amount typical for companies of its size and nature of its business. At the
time of executing this agreement, Employee acknowledges Employer has
insufficient funds to procure directors & officers insurance. Employer
agrees that when sufficiently liquidity exists, Employer will obtain directors
& officers insurance.
(b) Director & Officer Indemnification. Employer shall indemnify
Employee for actions as a
director and an employee except for any action of willful fraud by Employee.
8. Non‑Disclosure
Covenant.
(a) Confidential
Information Defined. "Confidential Information," as used in this
Agreement, shall mean any and all:
(i) trade secrets concerning the
business and affairs of Employer, product specifications, data, know-how,
formulae, compositions, processes, designs, sketches, photographs, graphs,
drawings, samples, inventions and ideas, past, current and planned research and
development, current and planned manufacturing or distribution methods and
processes, customer lists, current and anticipated customer requirements, price
lists, market studies, business plans, computer software and programs
(including object code and source code), computer software and database
technologies, systems, structures and architectures (and related formulae,
compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information), and any other
information, however documented, that is a trade secret under applicable state
law;
(ii) information concerning the
business and affairs of Employer (which includes historical financial
statements, financial projections and budgets, historical and projected sales,
capital spending budgets and plans, the names and backgrounds of key personnel,
personnel training and techniques and materials), however documented; and
(iii) notes, analysis, compilations, studies, summaries and other
material prepared by or for Employer containing or based, in whole or in part,
on any information included in the foregoing.
(b) Acknowledgments
by Employee. Employee acknowledges that (i) as part of Employee's
employment with Employer, both prior to entering into this Agreement and during
the term of this Agreement, Employee has been and will be afforded access to
Confidential Information; (ii) public disclosure of such Confidential
Information could have an adverse effect on Employer and its business; and
(iii) the provisions of this Section 8 are reasonable and necessary to prevent
the improper use or disclosure of Confidential Information and to provide
Employer with exclusive ownership of all Employee Inventions.
(c) Agreements
of Employee. In consideration of the compensation and benefits to be paid
or provided to Employee by Employer under this Agreement, so long as Employer
is not in default of this agreement and has not cured the default within a
10-day period, Employee covenants as follows:
(i)
During the term of employment and subsequent one-year period, Employee
will hold in confidence the Confidential Information and will not disclose it
to any person except with the specific prior written consent of Employer or
except as otherwise expressly permitted by the terms of this Agreement.
(ii) Any
trade secrets of Employer shall be accorded all protections and benefits available under applicable state trade-secret law and any other applicable law.
(iii) None
of the foregoing obligations and restrictions applies to any part of
the Confidential Information that Employee
demonstrates was or became generally available to the public other than as a result of a disclosure
by Employee.
(iv)
Employee will not remove from Employer's premises (except to the extent such
removal is for purposes of the performance of Employee's duties at home or
while traveling, or except as otherwise specifically authorized by Employer)
any document, record, notebook, plan, model, component, device, or computer software
or code, whether embodied in a disk or in any other form (collectively, the
"Proprietary Items"). Employee recognizes that, as between Employer and
Employee, all of the Proprietary Items, whether or not developed by Employee,
are the exclusive property of Employer. Upon termination of this Agreement by
either party, or upon the request of Employer during the Employment Period,
Employee will return to Employer all of the Proprietary Items in Employee's
possession or subject to Employee's control, and Employee shall not retain any
copies, abstracts, sketches, or other physical embodiment of any of the
Proprietary Items.
(d) Disputes
or Controversies. Employee recognizes that should a dispute or controversy
arising from or relating to this Agreement be submitted for adjudication to any
court, arbitration panel, or other third party, the preservation of the secrecy
of Confidential Information may be jeopardized. All pleadings, documents,
testimony, and records relating to any such adjudication will be maintained in
secrecy and will be available for inspection by Employer, Employee, and their
respective attorneys and experts, who will agree, in advance and in writing, to
receive and maintain all such information in secrecy, except as may be limited
by them in writing.
9. Non‑Interference.
(a) Acknowledgments
by Employee. Employee acknowledges that: the provisions of this Section 9
are reasonable and necessary to protect Employer's business.
(b) Covenants
of Employee. In consideration of the acknowledgments by Employee, and in
consideration of the compensation and benefits to be paid or provided to
Employee by Employer, so long as Employer is not in default of this agreement
and has not cured the default within a 10-day period, Employee covenants that
he will not, directly or indirectly:
(i) during the period of employment under this Agreement (the
"Employment Period"), except in the course of his employment hereunder, and
during the 1-year period following termination of Employee's employment under
this Agreement (the "Post‑Employment Period"), interfere with the
business activities of Employer;
(ii) whether for Employee's own account or the account of any other
person (A) at any time during the Employment Period or Post‑Employment
Period, without consent of Employer, solicit, employ, or otherwise engage as an
employee, independent contractor, or otherwise, any person who is or was an
employee of Employer at any time during the Employment Period or in any manner
induce or attempt to induce any employee of Employer to terminate his
employment with Employer; or (B) at any time during the Employment Period or
Post-Employment Period, interfere with Employer's relationship with any person,
including any person who at any time during the Employment Period was an
employee, contractor, supplier, or customer of Employer; or
(iii) at any time during the Employment or Post-Employment Period,
disparage Employer or any of its shareholders, directors, officers, employees
or agents.
(c) Blue-Penciling.
If any covenant in Section 9(b) is held to be unreasonable, arbitrary, or
against public policy, such covenant will be considered to be divisible with
respect to scope, time, and geographic area, and such lesser scope, time, or
geographic area, or all of them, as a court of competent jurisdiction may
determine to be reasonable, not arbitrary, and not against public policy, will
be effective, binding, and enforceable against Employee.
10. Remedies.
Employee acknowledges and agrees that the business of Employer is highly
competitive, and that violation of any of the covenants provided for in
Sections 8 and 9 of this Agreement would cause immediate, harm, loss and damage
to Employer. Accordingly, so long as Employer is not in default of this
agreement and has not cured the default within a 10-day period, Employee
agrees, without limiting any of the other remedies available to Employer, that
any violation of said covenants, or any of them, may be enjoined or restrained
by any court of competent jurisdiction, and that any temporary restraining
order or emergency, preliminary or final injunctions may be issued by any court
of competent jurisdiction. In the event any proceedings are commenced by
Employer against Employee for any actual or threatened violation of any of said
covenants, the losing party in such proceedings shall be liable to the
prevailing party for all reasonable costs and expenses of any kind, including
reasonable attorneys' fees, which the prevailing party has incurred in
connection with such proceedings.
11. Notices.
Any notices or communications hereunder will be deemed sufficient if made in
writing and hand-delivered or sent by facsimile or by registered or certified
mail, postage prepaid, return receipt requested, to the following addresses:
| If to Employer: |
30DC, Inc. |
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80 Broad Street, 5th Floor |
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New York, NY 10004 |
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Attention: Henry Pinskier |
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Fax: 212-962-4400 |
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| If to Employee: |
Theodore A. Greenberg |
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530F Grand Street |
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Apt 8G |
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New York, New York 10002 |
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or to such other
address as either party may designate for such party by written notice to the
other given from time to time in the manner herein provided.
12. Binding
Effect and Benefit. The provisions hereof shall be binding upon, and shall
inure to the benefit of, Employee, his heirs, executors, and administrators as
well as to Employer, its successors, and assigns; however, Employee's services
under this personal services contract are not assignable.
13. Waivers.
No delay on the part of any party in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise or waiver
thereof by any party of any right or remedy shall preclude the exercise or
further exercise thereof or the exercise of any other right or remedy.
14. Severability
and Blue-Penciling. The illegality or invalidity of any provision or
provisions in this Agreement shall not impair, affect or invalidate any other
provisions contained in this Agreement. If any provision or part of this
Agreement is held by a court of competent jurisdiction to be unenforceable
because of the duration of such provision or the geographic area or other scope
covered thereby, the court making such determination shall have the power to
modify such provision, to reduce the duration, area or scope of such provision,
or to delete specific words or phrases therefrom ("blue‑penciling") and,
in its reduced or blue-penciled form, such provision shall then be enforceable
and shall be enforced to the fullest extent permitted by law.
15. Entire
Agreement. Any and all prior discussions, understandings, and agreements,
whether written or oral, express or implied, held or made between Employee and
Employer are superseded by and merged into this Agreement, which alone fully
and completely expresses the agreement of the parties with regard to the
matters addressed herein, and this Agreement is entered into with no party
relying on any statement or representation made by any other party which is not
contained in this Agreement.
16. Amendments.
This Agreement may be modified, amended or supplemented only by execution of a
written instrument signed by both Employee and Employer.
17. Termination
and Survival of Provisions. Termination of employment under this Agreement
shall not be interpreted to terminate other provisions of the Agreement,
including but not limited to the rights and obligations contained in Sections
6-17.
(signature page follows)
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first written above.
|
THEODORE A. GREENBERG
|
30DC, INC.
|
|
12/22/15
/s/
Theodore A. Greenberg
Name:
Theodore A. Greenberg EMPLOYEE
|
By: /s/
Henry Pinskier
Its:
EMPLOYER
|
EXHIBIT 10.3
Consulting Services Agreement
This
Consulting Services Agreement ("Agreement") with an effective date of the 15th
day of December, 2015 ("Effective Date") is entered by and between
21st Century Digital
Media, Inc.
("Consultant"),
a strategic advisor to emerging growth companies, and
30 DC, INC (OTC:
TDCH)
("Client"),
a publicly traded Maryland Corporation, with reference to the following:
RECITALS
A. Client desires to be assured of the services of
Consultant in order to avail itself of Consultant's experience, skills,
knowledge, abilities and background in the fields of business development, and financial
consulting. Client is therefore willing to engage Consultant upon the terms
and conditions set forth herein.
B. Consultant agrees to be engaged and retained by
Client upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the
mutual promises herein set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Engagement. Client hereby engages Consultant
on a non-exclusive basis, and Consultant hereby accepts the engagement to provide
financial consulting
services and to become a strategic and financial advisor to Client
and to render such advice and including
but not limited to the following:
Consultant intends to (a) Evaluate financial assumptions and forecasts prepared
by the Client, (b) Provide advice regarding the value of the Client, (c) Examine
the capital structure of the Client, (d) Assist the Client to complete a
business and financial plan, (d) Assist the Client develop and target business
development initiative, (e) Assist the Client develop and target mergers and
acquisition opportunities, (f) Assist the Client recruit additional management
and board of directors members, (g) Assist the Client identify financing sources (h) Assist the Client in developing
custom publishing division
2. Term. The term of this Agreement ("Term") shall commence on the
effective date and continue for a period of One Year as follows: Financial
consulting services to Client will begin on the effective date.
3. Compensation. In connection with the appointment of Consultant
hereunder and as consideration for Consultant entering into this Agreement,
Client and Consultant agree to the following:
a. Engagement Fee: For the performance of its
consulting services hereunder Consultant shall receive an initial fee of Three
Hundred Thousand (300,000) restricted 144 securities of the Client stock.
Within 15 days of execution of this Agreement, Client shall notify its transfer
agent to issue a certificate for the stock in the name of Client.
b. Monthly Fee: For ongoing services hereunder
Consultant shall receive a monthly fee of US $3,000 which depending on Client's
cash liquidity will be paid in cash, accrued as a liability or combination
thereof. The first monthly fee shall be due on December 31, 2015 and the last monthly
fee shall be due on November 30, 2016.
C. Incentive Fee: Consultant shall have the opportunity to earn the
following incentive fees;
Custom Publishing:
First Custom Publishing Customer At Least $50,000 In Revenue
- Two Hundred
Thousand (200,000) restricted 144 securities of the Client stock
Second Custom Publishing Customer At Least $50,000 In
Revenue - One
Hundred Thousand (100,000) restricted 144 securities of the Client stock
Business Development Partnership:
Business Development Partnership, Introduced To Company By
Consultant, Which Produces At Least $50,000 In Revenue - Two Hundred Thousand (200,000)
restricted 144 securities of the Client stock
Client Financing:
Funded Capital Raise Of At Least $500,000, From Investors
Introduced To Client By Consultant - Six Hundred Thousand (600,000) restricted 144 securities of
the Client stock
Client M&A Activity:
Consummation Of Merger Or Acquisition Of Client By Party
Introduced To Client By Consultant - Six Hundred Thousand (600,000) restricted 144 securities of
the Client stock
4. Remedy. If Client breaches this Agreement by not paying any
compensation or fee payments due, Consultant may terminate or suspend all
performances or services remaining to be rendered by Consultant under this
Agreement and Client will remain liable for all remaining payments due under
this Agreement.
5. Exclusivity; Performance; Confidentiality. The services of Consultant
hereunder shall not be exclusive, and Consultant and its agents may perform
similar or different services for other persons or entities whether or not they
are competitors of Client. Consultant shall be required to expend only such
time as is necessary to service Client in a commercially reasonable manner.
Client and Consultant acknowledge and agree that confidential and valuable
information proprietary to either one party and obtained during its business
relationship with either one party, shall not be, directly or indirectly,
disclosed without the prior express written consent of the other party, unless
and until such information is otherwise known to the public generally or is not
otherwise secret and confidential. All non public information shall be deemed
"Confidential." Consultant may disclose Client's confidential information
pursuant to applicable laws or regulations, provided that Consultant may
disclose only information required for services and performances hereunder.
6. Independent Contractor. In its performance hereunder, Consultant
and its agents shall be an independent contractor. Consultant shall complete
the services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and shall not be
subject to the control or supervision of Client. Client acknowledges that
nothing in this Agreement shall be construed to require Consultant to provide
services to Client at any specific time, or in any specific place or manner,
unless otherwise mutually agreed.
7. Indemnification and Representation. Client agrees to save harmless,
indemnify and defend Consultant, its agents and employees from and against any
cost, loss, damage, liability, judgment and expense whatsoever, including
attorney's fees, suffered or incurred by it by reason of, or on account of, any
misrepresentation made to it or its status or activities as Consultant under
this Agreement unless due to gross negligence or fraud by Consultant.
8. Non Transfer and Non Assignability. This Agreement shall be non
transferable and non assignable by either party.
9. Miscellaneous. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other
provision and no waiver shall constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the waiver. No
supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing by all parties. This Agreement constitutes the entire
agreement between the parties and supersedes any prior agreements or negotiations.
This agreement may, if required, be signed in counterparts, or by facsimile.
Neither party assumes any responsibilities or obligation whatsoever, other than
the responsibilities and obligations expressly set forth in this Agreement or a
separate written agreement between Client and Consultant. Neither party shall
be liable under the provisions of this Agreement for damages on account of
accidents, fires, acts of God, government actions, state of war, or any other
causes beyond the control of the party whether or not similar to those
enumerated. In the event of a conflict between this Agreement and any future
agreements executed in connection herewith, the provisions of this Agreement
shall generally prevail. It is acknowledged and agreed by Client and
Consultant that should any provision of this Agreement be declared or be
determined to be illegal or invalid by final determination of any court
of competent jurisdiction, the validity of the remaining parts, terms or
provisions of this Agreement shall not be affected thereby, and the illegal or
invalid part, term or provision shall be deemed not to be a part of this
Agreement. This Agreement is subject to all federal, state, and local
government regulations, and shall be construed in accordance with the laws of
the United States. IN WITNESS WHEREOF, the parties hereto have entered into
this Agreement on the date first written above.
21st
Century Digital Media, Inc.
Signature: /s/ Gregory H. Laborde
Name: Gregory H. Laborde
Title: Director
30 DC, INC
Signature: /s/ Henry Pinskier
Name: Henry Pinskier
Title: Chairman
30DC (PK) (USOTC:TDCH)
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