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The William Smith Company’s strategy, direction and growth (including adding other team members); Identification and securing of advisors, contractors, vendors, endorsements and strategic alliances, including distributors of Compass products; d. Identification of and helping to secure new business opportunities; e. Structuring of Company and relationships for proper incentives for all The William Smith Company’s participants and stakeholders; and f. Other matters mutually and specifically agreed upon. 2.
The term of this Agreement will run for an initial period of twelve (12) months, and shall automatically extend for additional six (6) month periods, unless tie her Capital Edge or Company cancel the Term as permitted in accord dance with the contract to paragraph 8 of this Agreement by notice levered no more than 90 days and no fewer than 30 days prior to the end of the Initial Term or the tincture Extension Term. 3. A. Capital Edge shall receive a nine percent (9%) nondeductible interest in The Will am Smith Company upon execution of this Agreement.
If the Term of this Agree meet shall be properly terminated pursuant to paragraph 8 of this Agreement t, The William Smith Company shall have the right to purchase from Capital Edge e, at a purchase price of one dollar ($1. 00), a monthly diminishing portion of up o two thirds (or six percent (6%)) of the Capital Edge Interests such that over the month period from March 1, 2013 through November 30, 2013 the portion Offs such six percent (6%) of the Capital Edge Interests possibly subject to purchase by The William Smith Company shall diminish at the rate of 0. 667% per month. De spite any other provision of this Agreement, on and after the date that is nine (9) months following the Effective Date there shall be no purchase right afforded Co many with respect to the Capital Edge Interests, and the entirety of the Capital Edge Interests shall be and remain Capital Edge’ property despite the expiration or earlier termination of this Agreement. B.
Promptly following the execution of this Agreement, The William Smith Company shall revise and restate its governing documents, agreement s and value and option plans as necessary or desirable (in a manner as discomfort to Capital Edge) to reflect the Capital Edge Interests in The William Smith Company described by this paragraph and the other provisions of this Agreement. All interests of The William Smith Company held by Capital Edge pursuant to this paragraph 3 shall have (and/ r shall gain) the maximum preferences, powers and ranking of any class of me membership or other interests or loans to The William Smith Company.