THIS AGREEMENT is entered into this 21st day of October, 2009, by and between DC Brands International, Inc., a Colorado corporation with offices at 9500 NW 49th Ave., Ste. D-106, Wheatridge, Colorado (the Company), and Chris Andersen, an individual whose address is 5401 South Park Terrace Avenue. #308B, Greenwood Village, CO 80111 (the Athlete).
WHEREAS. Athlete is recognized and widely known throughout the world as a professional basketball player with the National Basketball Association's Colorado Denver Nuggets: and
WHEREAS, Athlete's name and likeness, by virtue of his ability, experience and public image, have acquired a meaning in the mind of the purchasing public important to the advertising, promotion and sale of merchandise: and
WHEREAS, Company is engaged in the manufacture, distribution, and sale of nutraceutical and other health-oriented beverages under the trade name Hard Nutrition (the Product);
WHEREAS, Company is desirous of acquiring the exclusive right and license (for this specific category only/beverages) to utilize Athlete's name in connection with the advertisement, promotion, and sale of the Product in the United States, Asia, South and Central America and Europe (the Territory), and Athlete is willing to grant such right and license.
NOW, THEREFORE. in consideration of the mutual covenants set forth herein and for other good and valuable consideration, it is agreed as follows:
1. GRANT OF ENDORSEMENT RIGHTS
Subject to the terms and conditions set forth herein, Athlete grants to Company the exclusive right and license during the Term and within the Territory to use Athlete's name, nickname, initials, autograph, facsimile signature, photograph, likeness, and/or endorsement (Endorsement) in connection with the advertisement, promotion, and sale of Product in the Territory.
This Agreement shall be effective as of the date of execution by both parties and shall extend for a period of one (1) year, with an option in favor of the Athlete to extend the Term for an additional one (1) year under the same provisions as this Agreement (the Term).
In consideration for the Licenses granted hereunder, Company agrees to pay to Athlete upon execution of this Agreement and during the Term of this Agreement a promotional fee (the Promotional Fee), as follows:
A. 1,750,000 shares of the Company's common stock, per year. with the proviso that the Company will, at its option, either register or provide a suitable opinion letter from its counsel under provision of SEC Rule 144 permitting resale, after six (6) months from the date of this Agreement. Such shares shall be immediately issued to such account(s) as Athlete deems fit with the express understanding that no resale may occur prior to six (6) months from the date of this agreement.
B. In the event that the market price, meaning the closing high bid price, for the shares is less than $.25 per share, when demand for registration or other permission to resale is requested, then Company shall issue an additional number of shares to make the value of the aggregate number of shares equivalent to no less than $437,500. The agreement to register or otherwise make the shares eligible for resale shall be enforceable only for so long as this Agreement remains in force,
C. In the event of termination of this contract, by either party, Compensation herein shall be deemed to have vested pro-rata monthly. (i.e. 145,834 shares per month) at the $25 per share and Athlete shall be provided those common stock shares at time of termination.
4. PROMOTIONAL APPEARANCES AND PERFORMANCE
A. If requested to do so by Company, Athlete agrees to make himself available once in each year of the Term for photographs or video recording for use in Company's advertising. Athlete has recently completed a photo shoot for other purposes: the Company may use these photographs in its advertising until such time as the photo shoot agreed to in this Agreement can be completed. Athlete shall have final approval of all Company produced advertising material using his likeness, such approval not to be unreasonably withheld.