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Saturday, 12/12/2015 5:16:45 PM

Saturday, December 12, 2015 5:16:45 PM

Post# of 26140
Caro Capital was given 2,000,000 shares

CONSULTING AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into as of this 14th day of May 2013 by and between Caro Capital, LLC., a Florida corporation, with offices at 220 Congress Park Drive, Suite 303 Delray Beach FL 33445 (''Caro' or the “Consultant”), and Crown Alliance Capital Limited, a Nevada corporation, with offices at 2985 Drew Road, Suite 217, Mississauga, ON L4T 0A4, Canada (“CACL” or the “Company” (together the “Parties”).

WHEREAS, Consultant is in the business of providing services for management consulting business advisory shareholder information and public relations:

WHEREAS, the Company deems it to be in its best interest to retain Consultant to render to the Company such services as may be needed: and

WHEREAS, the Parties desire to set forth the terms and conditions under which Consultant shall provide services to the Company

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and other valid consideration receipt of which is hereby acknowledged the Parties agree as follows:

Term of Agreement

The Agreement shall remain in effect from the date hereof through the expiration of a period of six months from the date hereof (the “Term”), and thereafter may be renewed upon the mutual written consent of the Parties.

Nature of Services to be rendered

During the Term and any renewal thereof: Consultant shall use its best efforts to: (a) provide the Company with corporate consulting services in connection with introductions to other financial relations companies and other financial services: (b) contact the Company’s existing shareholders, responding in a professional manner to their questions and following up a appropriate; and (c) introduce the Company to various securities dealers, investment advisors, analysts, funding sources and other members of the financial community with whom it has established relationships, and generally assist the Company in its efforts to enhance its visibility in the financial community (collectively the “Services”). It is acknowledged and agreed by the Company that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The Services of Consultant shall not be exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Company or its projects, however it is anticipated and agreed upon by both parties that considerable time and resources will be required to fulfill the obligations to the Company under this agreement.

Disclosure of Information

Consultant agrees as follows:

The Consultant shall NOT disclose to any third party any material non-public information or data received from the Company without the written consent and 'approval of the Company other than :(i) to its agents or representatives that have a need to know in connection with the Services hereunder; provided such agents and representatives have a similar obligation to maintain the confidentiality of such information: (ii) as .may be required by applicable law: provided. Consultant shall provide prompt prior written notice thereof to the Company to enable the Company to seek a protective order or otherwise prevent such disclosure: and (iii) such information as becomes publicly known through no action of the Consultant, or its agents or representatives.

Compensation

The following represents the compensation to be received by the Consultant in connection with rendering the Services hereunder.

During the Term of this Agreement, the Company will pay to the Consultant the sum of two thousand ($2,000.00) dollars per month: Upon execution of the Agreement, the Consultant shall purchase and the Company will issue to the Consultant 2,000,000 shares of the Company's restricted common stock for a total purchase price of $2,000.00 (the Restricted Stock"') as per the Investment Representation Letter ( incorporated by reference into the Agreement and attached as Addendum A).