Management Service Agreement
In connection with the Purchase Agreement and the Company’s change in operational focus to developing the products related to the Cosmetic Assets, on October 1, 2014, the Company entered into a Management Services Agreement (the “Services Agreement”) pursuant to which it appointed Palm Desert Management Inc. as the services provider (the “Service Provider”) to provide certain advisory and consulting services to the Company. The Services Agreement expires (1) year after the date of the Services Agreement, with automatic yearly renewals on each anniversary date, for a maximum of five (5) years total; provided, however, that the Services Agreement may be terminated at any upon mutual agreement of the Company and the Service Provider. Under the Services Agreement the Service Provider agreed to provide the Company with business and organizational strategy, financial and investment management and advisory services, seek, screen and negotiate with management personnel, and perform such other tasks as the board of directors of the Company (the “Board”) or the Company officers may reasonably request from time to time, as well as investment, financial, strategic and corporate advisory services in connection with (i) the closing of operational transactions deemed advisable by the Board, and (ii) any other merger, acquisition, recapitalization, divestiture, financing, refinancing or other similar transaction in which the Company may be, or may consider becoming, involved (collectively, the “Services”). As consideration for the Service, the Company issued to the Service Provider an aggregate management fee, for the five years of Services contemplated by the Services Agreement, in an amount equal of fifty million (50,000,000) shares of Common Stock (the "Management Fee"). The first one-fifth of the Management Fee vested immediately with the Services Provider and the remaining amount is subject to claw back in the event the Services Agreement is terminated prior to its 5th anniversary. As a result of the issuance of the Management Fee, the Service Provider became the largest shareholder of the Company.
