UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 26, 2015
Commission File Number: 000-53462
VNUE, INC.
(Exact name of registrant as specified in charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
98-054-3851
(IRS Employer Identification Number)
104 West 29th Street 11th Floor New York, NY 10001
(Address of principal executive offices)
3209 Utah Ave S, Seattle, Washington 98134
(Address of old executive offices)
857-777-6190
(Registrant’s telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Share Transfer Agreement with Broadcasting Institute of Maryland, Inc. and Louis Mann
As reported in the Company’s Form 8-K dated June 4, 2015, on May 29, 2015, the Company Closed on the Merger whereby VNUE became a wholly owned subsidiary (the “MERGER”). Under the terms the MERGER, Louis Mann (“MANN”) was appointed President, Secretary and Director of the Company.
As reported in the June 4, 2015 8-K, under the terms of the MERGER, MANN received 51,885,591 shares of the Company’s Common Stock upon the Closing of the MERGER, as consideration for his shares of VNUE stock.
MANN accepted a position as President of the Broadcasting Institute of Maryland, Inc., a Maryland Corporation which has operated a broadcasting school for over forty years (“BIM”). Both before and after the Closing of the Merger, VNUE was in continued negotiations with MANN with the goal of completing the acquisition of BIM, but those negotiations had not reached the point where any agreement was signed.
Pursuant to these negotiations, prior to the MERGER, and while VNUE was still a private company, VNUE awarded MANN certain shares of VNUE stock as consideration for the planned acquisition of BIM which had not yet taken place.
Following the Closing of the Merger, while working toward the acquisition of BIM, VNUE advanced a total of $52,037.39 in funds to BIM at MANN’s request for the payment of BIM’s operating expenses (the “BIM Loans”). After several weeks of continued due diligence by both parties, it became evident that the parties could not agree on terms whereby the Company would acquire BIM, and the parties agreed to discontinue negotiations for such acquisition before a Letter of Intent had been signed.
On August 26, 2015, upon the terms and subject to the conditions set forth in the Share Transfer Agreement, MANN agreed to unwind the BIM Transaction, such that MANN returned 21,885,591 Common Shares to the Company for cancellation, and MANN resigned from his respective officer and director positions with the Company, in exchange for the forgiveness by VNUE of the BIM Loans. Following such cancellation, MANN still retains 30,000,000 Common Shares.
Immediately upon the Closing of the Share Transfer Agreement, the Company released all claims for repayment against BIM and MANN, and the 21,885,591 Common Shares were returned to the Company, and are in the process of being cancelled and extinguished by the Company’s Transfer Agent.
A copy of the Merger Agreement was attached as Exhibit 10.1 to the Company’s 8-K filed on April 14, 2015. A copy of the Share Transfer Agreement is attached hereto as Exhibit 10.1. The description of the Share Transfer Agreement herein is qualified by the terms of the full text of the agreement attached thereto and the terms thereof are incorporated herein by reference.
Advisory Agreement with Louis Mann
Immediately upon the Closing of the Share Transfer Agreement, the Company entered into an Advisory Agreement with MANN. Such Advisory Agreement provides for MANN’s continued and ongoing advisory services to the Company until December 31, 2015 and MANN will be paid Twenty-Five Thousand Dollars ($25,000.00) for providing such Advisory Services, which is due and payable on or before December 31, 2015. If such Advisor’s Fee is not paid within Four (4) Months following the end of the Term, VNUE may elect to issue MANN Twenty-Five Thousand Dollars ($25,000.00) worth of VNUE common stock as payment in full for services rendered under this Agreement. If stock is issued to MANN in lieu of cash, the value of such stock shall be determined by using the closing price published by OTCMarkets.com on December 31, 2015.
A copy of the Advisory Agreement is attached hereto as Exhibit 10.2. The description of the Advisory Agreement herein is qualified by the terms of the full text of the agreement attached thereto and the terms thereof are incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Directors; Election of Directors; Appointment of Certain Officers.
On August 26, 2015 Louis Mann resigned from his positions as President, Secretary and Director of the Company and our operating subsidiary, VNUE, Inc. On August 26, 2015, the Company’s Board of Directors accepted the resignation of Louis Mann, and Matthew Carona, the Company’s CEO and Director, was appointed to the offices of President and Secretary until such time as a successor is appointed. Collin Howard remains CFO and Director of VNUE, Inc. and it subsidiary.
Mr. Mann, 64, continues to serve as a paid Advisor. He did not resign from his respective officer and director positions as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices, but rather in order to concentrate on his role as President of the Broadcasting Institute of Maryland.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Share Transfer Agreement dated August 26, 2015 | |
| 10.2 | Advisory Agreement dated August 26, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 26, 2015 | VNUE, INC. | |
| By: | /s/Matthew Carona | |
| Matthew Carona | ||
| CEO | ||
Exhibit 10.1
SHARE TRANSFER AGREEMENT
THIS SHARE TRANSFER AGREEMENT is made effective as of the 26th day of August, 2015 by and between VNUE, INC. FORMERLY KNOWN AS TIERRA GRANDE RESOURCES, INC., a Nevada corporation with an address at 3209 Utah Avenue S, Suite 300, Seattle, WA 98134 (the “COMPANY”) VNUE, INC., a Washington corporation with an address at 3209 Utah Avenue S, Suite 300, Seattle, WA 98134, which is a wholly owned subsidiary of COMPANY (“VNUE”), BROADCASTING INSTITUTE OF MARYLAND, INC., a Maryland corporation with an address at 7200 Harford Rd, Baltimore, MD 21234 (“BTM”), LOUIS MANN, as President of BIM and as an Individual Shareholder in COMPANY (“MANN”).
RECITALS
| A. | As reported in COMPANY’S Form 8-K dated June 4, 2015, on May 29, 2015, the COMPANY and VNUE Closed on the Merger whereby VNUE became a wholly owned subsidiary of COMPANY, and under the terms of which MANN was appointed President, Secretary and Director of COMPANY and VNUE (the “MERGER”). |
| B. | Under the terms of the MERGER, MANN received 51,885,591 shares of COMPANY Common Stock in exchange for his shares of VNUE stock. |
| C. | Subsequent to the Closing of the MERGER, the COMPANY learned that MANN had accepted a position as President of BIM and that certain shares of MANN’s VNUE stock were awarded to him by VNUE prior to the MERGER as consideration for a planned acquisition of BIM which had not yet taken place. |
| D. | During the course of continued negotiations between VNUE and BIM, VNUE advanced $52,037.39 to BIM at MANN’s request for the payment of BIM’s operating expenses (the “BIM Loans”). |
| E. | Upon the terms and subject to the conditions set forth in this SHARE TRANSFER AGREEMENT, MANN has agreed to return 21,885,591 Common Shares to COMPANY in exchange for the forgiveness by VNUE of the BIM Loans and due to his obligations in serving as President of BIM, and due to the potential conflict of interest inherent in the COMPANY’S goal to consummate the MERGER with BIM, MANN shall resign from his respective officer and director positions with COMPANY and VNUE, in exchange for the forgiveness by VNUE of the BIM Loans. |
| F. | Immediately upon the Closing of this Agreement, COMPANY and VNUE will release all claims for repayment against BROADCASTING INSTITUTE OF MARYLAND, INC., and the COMPANY Common Shares shall be returned to Treasury, and thereafter cancelled and extinguished by COMPANY’S Transfer Agent, such that there shall be 21,885,591 fewer shares of COMPANY Common Stock issued and outstanding. |
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:
| 1. | SHARE TRANSFER |
| 1.1 | Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, VNUE hereby agrees to forgive the BIM Loans, and as consideration, MANN agrees to cancel 21,885,591 Shares of COMPANY Common Stock. |
| 1.2 | Delivery of Stock Certificate and Stock Power. VStock Transfer has mailed a stock certificate to MANN for the Common Stock. At Closing, MANN shall deliver to COMPANY a signed and medallion guaranteed stock power to the Transfer Agent’s satisfaction in order to cancel and/or transfer title to the Common Stock. Once the cancellation is complete, VStock Transfer shall be instructed to issue Mann the remaining 30,000,000 shares of COMPANY Common Stock. |
| 1.3 | No Further Ownership Rights. Upon Closing, MANN shall continue to own such 30,000,000 shares of COMPANY Common Stock; however, MANN shall cease to own any other rights to any warrants or future equity claims in COMPANY or VNUE. MANN shall also relinquish any and all ownership rights in VNUE Media, Inc. or VNUE Technology, Inc. upon signing this Agreement. |
| 1.4 | Closing Date. The Closing shall take place, subject to the terms and conditions of this Agreement, on the Closing Date. |
| 2. | REPRESENTATIONS AND WARRANTIES OF BIM |
| 2.1 | Title and Authority of MANN. MANN represents that he is the registered and beneficial owner of and has good and marketable title to all of the stock in BIM and that such BIM stock has been duly and validly issued and are fully paid and non-assessable. MANN has due and sufficient right and authority to enter into this Agreement on behalf of BIM, on the terms and conditions herein set forth. |
| 3. | REPRESENTATIONS AND WARRANTIES OF COMPANY |
COMPANY represents and warrants to BIM and acknowledges that BIM is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of BIM, as follows:
| 3.1 | Organization and Good Standing. COMPANY is duly incorporated, organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted. COMPANY is qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which it owns property, leases property, docs business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of COMPANY. |
| 3.2 | Authority. COMPANY has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “COMPANY Documents”) to be signed by COMPANY and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the COMPANY Documents by COMPANY and the consummation by COMPANY of the transactions contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the part of COMPANY is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other COMPANY Documents when executed and delivered by COMPANY as contemplated by this Agreement will be, duly executed and delivered by COMPANY and this Agreement is, and the other COMPANY Documents when executed and delivered by COMPANY, as contemplated hereby will be, valid and binding obligations of COMPANY enforceable in accordance with their respective terms, except: |
| (a) | as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; |
| (b) | as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and |
| (c) | as limited by public policy. |
| 4. | CLOSING CONDITIONS |
| 4.1 | Conditions Precedent to Closing by COMPANY. The obligation of COMPANY to consummate the SHARE TRANSFER is subject to the satisfaction or written waiver of the conditions set forth below. The Closing of the SHARE TRANSFER contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of COMPANY and may be waived by COMPANY in its sole discretion. |
| (a) | Representations and Warranties. The representations and warranties of BIM and MANN set forth in this Agreement shall be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and BIM shall have delivered to COMPANY a certificate dated as of the Closing Date, to the effect that the representations and warranties made by BIM and MANN in this Agreement are true and correct. |
| (b) | Performance. All of the covenants and obligations that BIM and MANN are required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been performed and complied with in all material respects. |
| (c) | Share Transfer Documents. This Agreement and all other documents necessary or reasonably required to consummate the SHARE TRANSFER, all in form and substance reasonably satisfactory to COMPANY, shall have been executed and delivered to COMPANY. |
| 4.2 | Conditions Precedent to Closing by BIM. The obligation of BIM and MANN to consummate the SHARE TRANSFER is subject to the satisfaction or written waiver of the conditions set forth below. The Closing of the SHARE TRANSFER will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of BIM and MANN and may be waived by BIM and MANN in their discretion. |
| (a) | Representations and Warranties. The representations and warranties of COMPANY set forth in this Agreement shall be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and COMPANY will have delivered to BIM a certificate dated the Closing Date, to the effect that the representations and warranties made by COMPANY in this Agreement are true and correct. |
| (b) | Performance. All of the covenants and obligations that COMPANY are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. COMPANY must have delivered each of the documents required to be delivered by it pursuant to this Agreement. |
| (c) | SHARE TRANSFER Documents. This Agreement and all other documents necessary or reasonably required to consummate the SHARE TRANSFER, all in form and substance reasonably satisfactory to BIM and MANN, will have been executed and delivered by COMPANY. |
| 5. | ADDITIONAL COVENANTS OF THE PARTIES |
| 5.1 | Confidentiality of BIM Business. All information regarding the business of BIM including, without limitation, financial information that BIM provided to COMPANY during COMPANY’S due diligence investigation of BIM will be kept in strict confidence by COMPANY and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by COMPANY or disclosed to any third party (other than COMPANY’S professional accounting and legal advisors) without the prior written consent of BIM. |
| 5.2 | Confidentiality of Transaction and SHARE TRANSFER. COMPANY is a public company and the dissemination of material non-public information about the Transaction or the SHARE TRANSFER, other than such broad statements as shall be included in any pre-approved press releases made public by COMPANY or BIM may violate certain Securities and Exchange Commission (“SEC”) regulations governing such information. Such “confidential information” related to the Transactions specifically includes the share structure, , any language in the Closing documents and in general anything other than that information which is agreed to be presented and has already been made public in a press release or in COMPANY’S SEC filings. Unwittingly releasing knowledge of any of these elements of the transaction could provide someone with what may be construed later as “insider information.” |
| 5.3 | Notification. Between the date of this Agreement and the Closing Date, each of the parties to this Agreement will promptly notify the other parties in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations and warranties as of the date of this Agreement, if it becomes aware of the occurrence after the date of this Agreement of any fact or condition that would cause or constitute a material breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Schedules relating to such party, such party will promptly deliver to the other parties a supplement to the Schedules specifying such change. During the same period, each party will promptly notify the other parties of the occurrence of any material breach of any of its covenants in this Agreement or of the occurrence of any event that may make the satisfaction of such conditions impossible or unlikely. |
| 5.4 | Public Announcements. COMPANY and BIM each agree that they will not release or issue any reports or statements or make any public announcements relating to this Agreement or the Transaction contemplated herein without the prior written consent of the other party, except as may be required upon written advice of counsel to comply with applicable laws or regulatory requirements after consulting with the other party hereto and seeking their reasonable consent to such announcement. Notwithstanding the foregoing, COMPANY will release a Form 8-K which attaches this Agreement as an Exhibit within Four (4) Business Days of the Closing. |
| 5.5 | COMPANY Directors and Officers. MANN shall resign from all officer and director positions in COMPANY and VNUE. |
| 5.6 | Indemnification by BIM, and MANN. BIM, will indemnify, defend, and hold harmless, to the full extent of the law, COMPANY AND VNUE, and their shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by COMPANY OR VNUE and their shareholders by reason of, resulting from, based upon or arising out of the breach by BIM or MANN of any representation or warranty of BIM or MANN contained in or made pursuant to this Agreement, any BIM or MANN Document or any certificate or other instrument delivered pursuant to this Agreement; or the breach or partial breach by BIM or MANN of any covenant or agreement of BIM or MANN made in or pursuant to this Agreement, any BIM or MANN Document or any certificate or other instrument delivered pursuant to this Agreement. |
| 6. | CLOSING |
| 6.1 | Closing. The Closing shall take place on the Closing Date at the offices of the lawyers for COMPANY or at such other location as agreed to by the parties. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for BIM and COMPANY, provided such undertakings are satisfactory to each party’s respective legal counsel. Matheau J. W. Stout, Esq., General Counsel for COMPANY and VNUE, is representing the interests of COMPANY and VNUE in this Transaction. BIM and MANN agree that they have had the opportunity to seek legal counsel of their choice prior to signing this Agreement. |
| 6.2 | Closing Deliveries of BIM and MANN. At Closing, BIM and MANN will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to COMPANY: |
| (a) | copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of BIM evidencing approval of this Agreement and the SHARE TRANSFER; |
| (b) | share certificate, if issued, representing MANN’s COMPANY Common Stock; |
| (c) | all stock powers required by COMPANY’S Transfer Agent to be signed and medallion guaranteed by MANN |
| (d) | the BIM and MANN Documents and any other necessary documents, each duly executed by BIM and MANN, as required to give effect to the SHARE TRANSFER. |
| 6.3 | Closing Deliveries of COMPANY. At Closing, COMPANY will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to BIM: |
| (a) | copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of COMPANY and VNUE evidencing approval of this Agreement and the SHARE TRANSFER; |
| (b) | all stock powers, and other documents required by VStock Transfer for the cancellation of the 21,885,591 COMPANY common shares; |
| (c) | resolutions and resignations required to effect the changes in directors and officers; |
| (d) | any other necessary documents, each duly executed by COMPANY and/or VNUE, as required to give effect to the SHARE TRANSFER. |
| 7. | MISCELLANEOUS PROVISIONS |
| 7.1 | Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until one (1) year after the Closing Date. |
| 7.2 | Further Assurances. Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement. |
| 7.3 | Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties. |
| 7.4 | Expenses. Each party will bear their own costs incurred in connection with the preparation, execution and performance of this Agreement and the SHARE TRANSFER. |
| 7.5 | Entire Agreement. This Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement. |
| 7.6 | Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses (or at such other address for a party as will be specified by like notice) on the first page of this Agreement. |
All such notices and other communications will be deemed to have been received:
| (a) | in the case of personal delivery, on the date of such delivery; |
| (b) | in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery; |
| (c) | in the case of delivery by internationally-recognized express courier, on the business day following dispatch; and |
| (d) | in the case of mailing, on the fifth business day following mailing. |
| 7.7 | Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement. |
| 7.8 | Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement. |
| 7.9 | Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties. |
| 7.10 | Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed therein. |
| 7.11 | Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. |
| 7.12 | Gender. All references to any party will be read with such changes in number and gender as the context or reference requires. |
| 7.13 | Business Days. If the last or appointed day for the taking of any action required or the expiration of any rights granted herein shall be a Saturday, Sunday or a legal holiday in the State of Nevada, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday, Sunday or such a legal holiday. |
| 7.14 | Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
| 7.15 | Fax Execution. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes. |
Schedules and Exhibits. The schedules and exhibits are attached to this Agreement and incorporated herein.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the parties hereto have executed this SHARE TRANSFER AGREEMENT as of the day and year first above written.
VNUE, INC., a Nevada Corporation FORMERLY KNOWN AS TIERRA GRANDE RESOURCES, INC.
| By: | /s/ | |
| Authorized Signatory | ||
| Name: Matthew Carona | ||
| Title: CEO |
VNUE, INC., a Washington Corporation and Subsidiary of the COMPANY
| By: | /s/ | |
| Authorized Signatory | ||
| Name: Matthew Carona | ||
| Title: CEO |
BROADCASTING INSTITUTE OF MARYLAND, INC.
| By: | /s/ | |
| Authorized Signatory | ||
| Name: Louis Mann | ||
| Title: President |
LOUTS MANN, as an Individual Shareholder
| /s/ | ||
Exhibit 10.2
ADVISORY AGREEMENT
This Advisory Agreement (“Agreement”) is entered into effective August 26th 2015 between Louis Mann (“Advisor”) and VNUE, Inc., (“VNUE”), a Nevada corporation quoted on the OTCMarkets Pinksheets, with offices at 3209 Utah Avenue South, Suite 300, Seattle, WA 98134.
WHEREAS, Advisor is a former officer and director of VNUE, having resigned as President and Secretary and from the Board of Directors prior to executing this Agreement; and
WHEREAS, Advisor has substantial business experience in the music industry and VNUE believes Advisor can provide valuable advisory services related to business development and relationship building.
NOW, THEREFORE, in consideration of the representations, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, VNUE and the Advisor agree as follows:
Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee, partnership or joint venture relationship between VNUE and Advisor. Advisor is an independent contractor and not an officer, director, affiliate, insider, employee or agent of VNUE or any of its subsidiaries or affiliates. Advisor has no authority to, and will not, enter into contracts, make representations, warranties or commitments purporting to be binding on VNUE or otherwise act on VNUE’s behalf and shall not take any action that might lead third parties to believe Advisor has the right to do so. The consideration set forth in Section 3 shall be the sole consideration due Advisor for the services rendered hereunder. It is understood that VNUE will not withhold any amounts for payment of taxes from the compensation of Advisor hereunder. Advisor will not represent to be or hold himself out as an employee, officer, or director of VNUE and Advisor acknowledges that he shall not have any right or entitlement in or to any equity award or benefit program now or hereafter available to VNUE’s regular employees as a result of and with respect to the Advisory Seivices. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable provincial, state, federal or municipal laws shall be Advisor’s sole responsibility and Advisor shall indemnify and hold VNUE harmless from any and all damages, claims and expenses (including, but not limited to, attorneys’ fees and costs) arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. In the event Advisor is deemed to be an employee, any such employment would be at-will, terminable for any reason, with or without notice.
Section 1. Advisory Services. Advisor to provide the following services to VNUE in accordance with the terms and conditions set forth in this agreement:
| A. | VNUE hereby engages the Advisor as an Independent Contractor to provide strategic entrepreneurial advisory services for the Company. |
| B. | The Advisor will provide certain skills, expertise, experience and abilities developed as an executive in the music business over several decades. |
| C. | The Advisor will consult and work with the Directors and Officers of VNUE concerning matters relating to business development and other matters deemed necessary arising out of the business affairs of the company. |
Section 2. Advisor’s Fee. For providing services as set forth herein, the Advisor shall be entitled to the following compensation:
VNUE will compensate Advisor in the amount of Twenty-Five Thousand Dollars ($25,000.00) due and payable on or before December 31, 2015. If such Advisor’s Fee is not paid within Four (4) Months following the end of the Term, VNUE may elect to issue MANN Twenty-Five Thousand Dollars ($25,000.00) worth of VNUE common stock as payment in full for services rendered under this Agreement. If stock is issued to MANN in lieu of cash, the value of such stock shall be determined by using the closing price published by OTCMarkets.com on December 31, 2015.
Section 3. Expenses. Advisor shall pay his own expenses incurred while acting as Advisor in performing the duties herein.
Section 4. Ability to Perform Services/Third-Party Trade Secrets. Advisor affirms that Advisor is not restricted from providing services in this Agreement due to any agreement with any other person or entity. Advisor will not disclose to VNUE or use in his work any trade secrets, inventions or confidential information of any other person or entity which Advisor is not lawfully entitled to disclose or use.
Section 5. Place of Work. Advisor may perform the Advisory Services at such locations as Advisor may choose.
Section 6. Term. This Agreement shall commence on August 8, 2015, and continue through December 31, 2015.
Section 7. Liability. The work to be performed under this Agreement will be performed entirely at Advisor’s risk, and Advisor assumes all responsibility for the condition of equipment and facilities used in the performance of this agreement. Advisor agrees to indemnify VNUE for any and all liability or loss arising in any way out of the actions of Advisor taken in the performance of this Agreement. VNUE agrees to indemnify and hold Advisor harmless for any and all liability or loss arising in any way out of the actions, during the term of this Agreement, of VNUE officers, directors, employees, agents or third parties not under the control of Advisor.
Section 8. Competent Work. All work will be done in a competent fashion in accordance with applicable standards of the profession.
Advisor represents, warrants, and covenants the following:
| A. | Advisor will disclose to VNUE any and all material facts and circumstances, which may affect his ability to perform its undertaking herein. |
| B. | Advisor will not enter into an agreement or understanding, written or oral that binds VNUE to any third party. Furthermore, Advisor is an independent contractor acting in the limited capacity as an independent contractor for VNUE. |
| C. | Advisor will not disseminate or share with third parties any material information about |
VNUE not already contained in a Company report filed with the Securities and Exchange Commission, as Advisor acknowledges that such third parties might try to act on such material non-public information by engaging in “insider trading” to the detriment of VNUE.
Section 9. Legal Right. Advisor covenants and warrants that Advisor has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Advisor shall indemnify and hold VNUE harmless from any and all damages, claims and expenses (including, but not limited to attorneys’ fees and costs) arising out of or resulting from any claim that this Agreement violates any such other agreements. Breach of this Section shall operate to terminate this Agreement automatically without notice otherwise required by this Agreement.
Section 10. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered, or sent by certified or registered mail, properly addressed to VNUE at the address set forth above and to Advisor at the address on file with VStock Transfer.
Section 11. Enforceability. It is agreed between the parties that there are no other agreements or understandings between them relating to the subject matter of this agreement. This agreement supersedes all prior agreements, oral or written, between the parties and is intended as a complete and exclusive statement of the agreement between the parties. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.
Section 12. Non-exclusion. It is understood that VNUE does not agree to use Advisor exclusively as its advisor, and that Advisor shall not be held liable for the actions of third parties which may also be providing the same or similar services during the term of this Agreement. Likewise, Advisor is free to contract for services to be performed for other public and private companies while under contract with VNUE, subject to the terms of this Agreement. Advisor shall not represent himself as an agent, officer or director of VNUE.
Section 13. Miscellaneous. This Agreement shall inure to the benefit of the parties hereto and their respective successors, heirs and assigns. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to choice of law doctrine. The party in violation of any of the provision agrees to pay to the injured party all court fees, attorney fees, charges and expenses as are deemed fair by the court. Each party hereto consents to personal jurisdiction in Nevada and voluntarily submits to its jurisdiction in any action or proceeding with respect to this Agreement. Venue for any action arising hereunder shall lie in the state and federal courts located Nevada.
Section 14. Review by Counsel. Advisor acknowledges that Advisor has had the opportunity to have this Agreement reviewed by legal counsel of Advisor’s choice.
Section 15. Execution. This Agreement may be executed via facsimile and in counterparts, which together shall constitute the single Agreement.
Section 16. SEC Reporting and Press Release. Advisor acknowledges that VNUE is an SEC reporting public company and that a Form 8-K will be filed announcing the Advisory Agreement, which shall include a copy of this Agreement, and that a Press Release summarizing the Agreement and Advisor’s background may be issued as well. Advisor agrees to make no additional public statements or press releases related to VNUE or to this Agreement without VNUE’s prior written consent.
WHEREFORE, the parties have executed this Advisory Agreement as of the date written above.
| VNUE, INC. | ADVISOR | |||
| By: | /s/ | By: | /s/ | |
| Matthew Carona, CEO | Louis Mann | |||