Item 1.01
Entry into a Material Definitive Agreement.
On
January 30, 2018, but effective on February 5, 2018, the registrant and Digital Arts Media Network, Inc. (“Digital Arts
Media”) executed that certain Advisory Agreement for Management Consulting Agreement (the “Agreement”), whereby
Digital Arts Media agreed to provide services to the registrant for the purpose assisting the registrant with strategizing, developing
and executing viable plans to secure investment interest from both private investors and the public markets. A further description
of the services which may be provided to the registrant is attached to the Agreement as Addendum A.
The
Agreement shall commence on February 5, 2018, and shall continue for one year from the Effective Date (the “Term”).
The Agreement may be terminated “without cause,” for any reason, by the registrant or Digital Arts Media either (a)
within the first 90 days from February 5, 2018, or modified in its terms, conditions and compensation as both parties agree to
in writing; or (b) the other party is the subject of liquidation, insolvency, bankruptcy or a similar proceeding (provided that
in the case of any involuntary proceeding, such proceeding is not dismissed within ninety days of filing. Termination “without
cause” shall not affect any vested interest or earned compensation.
Notwithstanding
any termination of this Agreement, the registrant shall (a) remain obligated to pay for any compensation earned and expenses incurred
by Digital Arts Media through the date of termination; and (b) if the registrant effects, implements and/or benefits from any
development, strategy, business model, partnership, strategic relationship, etc., within 24 months following the date of termination,
with any person, entity or item that prior to such termination (i) Digital Arts Media identified to the registrant as a potential
participant in the development of the registrant’s business, (ii) contacted or was contacted directly or indirectly by the
registrant or Digital Arts Media via Digital Arts Media’s contacts with respect to Digital Arts Media adhering to performance
obligations, (iii) conducted R&D, or, (iv) any strategy, plan, method or business model, then Digital Arts Media shall be
entitled to a royalty and/or other type of compensation as if this Agreement were in full force and affect, regardless of whether
Digital Arts Media is involved in initiating or consummating the opportunity.
Upon
the signing of this Agreement, the registrant shall remit to Digital Arts Media an amount equal to $350,000.00, and 3.5% of the
registrant’s outstanding shares of its common stock. In addition, Digital Arts Media shall be entitled to receive compensation
in the form of equity in an amount equal to 7.5% of the registrant’s outstanding shares of its common stock once the registrant
is ready to begin its pre-token generated event (“TGE”) funding. Digital Arts Media shall be entitled to receive compensation
in the form of the registrant’s “Tokens” equal to 7.5% of any future issuance of the registrant’s future
Tokens. At registrant’s sole and absolute discretion, the registrant may pay to Digital Arts Media a performance bonus from
time to time throughout the term of this Agreement in cash, equity and/or future tokens.
A
copy of the Agreement is attached hereto as an exhibit.