SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made as of January 26, 2015 (the “Effective Date”), by and among Concierge Technologies, Inc., a Nevada corporation publicly traded over-the-counter under the symbol “CNCG” (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). The Company and Purchasers may be referred to herein as a “Party,” or collectively as the “Parties.”

 

RECITALS

 

A.           Purchasers desire to purchase and Company desires to sell, upon the terms and conditions set forth in this Agreement, shares of common stock (“Common Stock”) and Series B preferred stock (“Series B Preferred Stock”) (collectively, the “Securities”) of the Company via subscription agreements (the “Subscription Agreements”), in the forms attached hereto as Exhibit A and Exhibit B , respectively, in the aggregate principal amount of $3,000,000, such that, immediately following such purchase, Purchasers acquire a 70% controlling interest in the Company on a fully diluted basis, upon the terms and subject to the limitations and conditions set forth herein and in such Subscription Agreements (the “Transaction”);

 

B.           This Agreement, the Subscription Agreements, and all and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction Documents”.

 

C.           Company and Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”).

 

NOW, THEREFORE , in consideration of the promises, and of the representations, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

AGREEMENT

 

1.   Purchase and Sale of Securities .

 

a.   Purchase of Securities . Upon the terms and subject to the conditions set forth in this Agreement, at Closing (as hereinafter defined) Company shall issue and sell to Purchasers the Securities set forth in the Subscription Agreements and Purchasers agree to purchase the Securities from the Company via the Subscription Agreements.  In consideration thereof, each Purchaser shall pay the amount designated as the cash purchase price on Purchaser’s signature page to this Agreement (the “Purchase Price”).  In the aggregate, 400,000,000 shares of Common Stock and 32,451,499 shares of Series B Preferred Stock will be issued to the Purchasers in exchange for $3,000,000 USD to the Company.

 

b.   Form of Payment .  At Closing, (i) Purchaser shall pay the Purchase Price to the Company by delivering the Purchase Price by wire transfer of immediately available funds to the Company, in accordance with the wire instructions set forth in the Subscription Agreements; and (ii) the Company shall deliver the duly executed Subscription Agreements on behalf of the Company, to each Purchaser, against delivery of such Purchase Price.

 

c.   Closing . Subject to the satisfaction (or written waiver) of the conditions set forth in Section 6, the closing of the Transaction contemplated by this Agreement (the “Closing”) shall take place at the offices of Horwitz + Armstrong, LLP, 26475 Rancho Parkway South, Lake Forest, CA 92630, or such other place as mutually agreed upon by the Parties, at 9:00 am, local time, on or about January 26, 2015, or such other mutually agreed upon time.

 

d.   Bridge Loans; Purchase Price Calculations . Certain Purchasers previously provided certain loans totaling $100,000 to the Company (the “Bridge Loans”).  Per the terms of the Bridge Loans, the principal balance of the Bridge Loans plus interest is due and payable out of the proceeds of this Agreement. The Purchase Price, therefore, shall be computed as follows: the full subscription amount of the Securities acquired (the “Subscription Amount”), less the Bridge Loans advanced by Purchaser.

 

2.   Company’s Representations and Warranties .  Company does hereby represent and warrant to Purchasers as follows:

 

a.   Company has been duly organized and validly exists as a corporation in good standing under the laws of the State of Nevada. Company has all requisite corporate power and authority, and all material and necessary authorizations to own or lease its properties and conduct its business as currently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the location of its assets and/or the nature of its business makes such qualification necessary. Company has the necessary corporate power to enter into this Agreement and to carry out the provisions and conditions of this Agreement.  True and correct copies of the current Articles of Incorporation (including the certificates of designation relating to all preferred stock) and Bylaws of the Company have been provided to Purchasers or are otherwise filed and accessible on the SEC’s EDGAR filing system. A true and correct copy of all material minutes of director and stockholder meetings and all material actions by written consent without a meeting by the directors and stockholders of the Company since the date of incorporation in the current possession of the Company have been provided to the Purchasers. To the best of the knowledge of the Company’s current management, the documentation provided accurately reflects all material actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes.

 

 

b.   All corporate action required to be taken by the Company’s Board of Directors and stockholders, if necessary, in order to (i) authorize the Company to enter into the Transaction Documents, (ii) issue the Securities at the Closing and the Common Stock issuable upon conversion of the Series B Preferred Stock, and (iii) waive any applicable state law, stock exchange or contractual “antitakeover” or comparable provision has been taken or will be taken prior to the Closing. Without in any way limiting the foregoing, the general restrictions set forth in Nevada Revised Statutes (“NRS”) Section 78.438 do not apply to the Transaction by reason of board approval of this Transaction as set forth in NRS Section 78.438(a), and the potential limitation on voting of the Securities and other provisions of NRS Section 78.378 et seq. do not apply to the Transaction by reason of NRS Section 78.3788.  This Agreement has been duly and validly authorized, executed and delivered by Company and represents a valid and binding agreement of Company, enforceable in accordance with its respective terms, except to the extent that the enforceability hereof or thereof may be limited by (X) bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, or (Y) limitations upon the power of a court to grant specific performance or any other equitable remedy.

 

c.   The Securities and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock have been duly authorized by the Company and, when issued in accordance with the Transaction Documents, will be validly issued, fully paid and non-assessable upon delivery, free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. All issued and outstanding Securities and equity interests in Company have been duly authorized and validly issued and are fully paid and non-assessable and were issued in compliance with all applicable federal and state securities laws.

 

d.   Company is not in violation of its Articles of Incorporation or Bylaws (the “Charter Documents”) and the consummation of the Transaction contemplated herein shall not constitute a violation of the Charter Documents. Company is not in material violation of (i) any note, indenture or mortgage, or (ii) any lease, agreement, contract or purchase order to which it is a party or by which it is bound.

 

e.   Company represents and warrants that its outstanding capitalization (including any outstanding stock, convertible securities, warrants, options or rights or commitments to issue any of the foregoing, contingent or fixed) consists of the following as of the date of this Agreement:

 

 

f.   Except for the conversion privileges of the Series A Preferred Stock and the Series B Preferred Stock, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights), debentures or agreements, oral or in writing, to purchase or acquire from the Company any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock. Except as provided in the Registration Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities.

 

 

g.   Except for Wireless Village, the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.  The Company is not a participant in any joint venture, partnership or similar arrangement.  Company does not own, and has never owned, any real property.

 

h.   Company owns or possesses the requisite licenses or other rights to use all trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses that it utilizes in connection with its business. There is no material claim or action by any person pertaining to, or proceeding, pending or threatened, which challenges the exclusive rights of Company with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses used in the conduct of Company’s businesses.

 

i.   The execution, delivery and performance by Company of this Agreement and the consummation by Company of the other transactions to which it is a party and as contemplated hereby do not and will not: (i) conflict with or violate any provision of Company’s Charter Documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction, upon any of the properties or assets of Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which Company is a party or by which any property or asset of Company is bound or affected, or (iii) subject to the Required Approvals, as defined by section (j) below, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or government authority to which Company is subject (including federal and state securities laws and regulations).

 

j.   Company is not required to obtain any consent, waiver, authorization or order of any court or other federal, state, local or other governmental authority, or the shareholders or any third party under any contract to which the Company is a party, in connection with the execution, delivery and performance by Company of this Agreement and the Transaction Documents, and the performance of its obligations hereunder, other than (i) the filing of Current Reports on Form 8-K with the SEC, and (ii) such other filings as are required to be made under applicable federal and state securities laws (collectively, the “Required Approvals”).

 

k.   Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”).  As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no pending comments or queries from the SEC with respect to the SEC Reports. The financial statements of Company included in the SEC Reports (“Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by U.S. GAAP, and fairly present in all material respects the financial position of Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.   Except as set forth in the Financial Statements, Company has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date thereof; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not be material.

 

l.   There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the best knowledge of Company, threatened against or affecting Company or any of its properties or its officers or directors in connection with their roles as such before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the Securities, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of Company or the performance of its obligations under this Agreement. Neither Company nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the best knowledge of Company, there is not pending or contemplated, any investigation by the SEC involving Company or any current or former director or officer of Company.  The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Company under the Securities Act. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act is applicable to the Company or, to the Company’s knowledge, any person listed in the first paragraph of Rule 506(d)(1).

 

m.   Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business.  Company: (i) is not in material violation of any order of any court, arbitrator or governmental body, or (ii) is not or has not been in material violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment.

 

n.   There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid.  There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed.  There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency.  The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

 

o.   The representations and warranties and statements of fact made by Company in this Agreement are, as applicable, accurate, correct, and complete and do not contain any untrue statement of a material fact or omit any information necessary to make the information contained herein not false or misleading.

 

 

3.   Purchasers’ Representations and Warranties .  Each Purchaser does hereby represent and warrant to Company as follows:

 

a.   Purchaser is able to protect its interests in transactions such as the one contemplated by this Agreement, has such knowledge and experience in financial and business matters that render it capable of evaluating the merits and risks of the prospective investment in Company, and has the ability to bear the economic risks of the investment.

 

b.   Purchaser acknowledges that the Securities will initially be “restricted securities” (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (“Rule 144”)), that the Securities will include a restrictive legend described in Section 7(k), and that the Securities cannot be sold unless registered with the SEC and qualified by appropriate state securities regulators, or unless Purchaser otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

 

c.   Purchaser has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Securities and a complete loss of its investment.

 

d.   Purchaser has had a full opportunity to inspect the books and records of Company and to make any and all inquiries of Company and its officers and directors.

 

e.   Purchaser has completed the Accredited Investor Questionnaire and Representations as provided in the Subscription Agreements demonstrating that Purchaser is in fact an Accredited Investor, as defined in Regulation D of the Securities Act of 1933, as amended.

 

f.   Purchaser is acquiring the Securities solely for its own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Securities.

 

g.   Purchaser will not sell or otherwise transfer the Securities without registration under the Act or an exemption therefrom and understands and agrees that it must bear the economic risk of the acquisition for an indefinite period of time because, among other reasons, the Securities have not been registered under the Act or qualified under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered or unless an exemption from such registration is available.

 

h.   There is no Action presently pending or threatened which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Purchaser, or the performance of its obligations under this Agreement.

 

i.   The representations and warranties and statements of fact made by Purchaser in this Agreement are, as applicable, accurate, correct, and complete and do not contain any untrue statements and information contained herein not false or misleading.

 

 

a.   S tockholder Approval . Following Closing, Company agrees to take all such actions as may be necessary to seek the approval of the Company’s stockholders of an amendment to the Company’s Articles of Incorporation to the extent necessary to effect a reverse stock split or an increase in the authorized shares of Common Stock of the Company, or a combination of both, such that, following the effectiveness of such amendment, Company will have sufficient authorized but unissued shares of Common Stock available to satisfy the conversion of all issued and outstanding Series A Preferred Stock and Series B Preferred Stock. In connection with the foregoing, Company shall seek such approval as and when requested by Purchasers and shall not impose a higher approval requirement for such amendment, or seek to exclude from such vote any Securities held by Purchasers, and all current members of the Board of Directors, to the extent still in office, shall recommend that stockholders vote for such amendment.

 

b.   No Solicitation . Except as necessary to comply with applicable fiduciary duties , between the date hereof and Closing, Company shall not, directly or indirectly, (i) take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity other than the Purchasers relating to the sale or issuance, of any of the capital stock of the Company or the acquisition, sale, lease, license or other disposition of the Company or any material part of the stock or assets of the Company, or (ii) enter into any discussions, negotiations or execute any agreement related to any of the foregoing, in each case other than with Purchasers. Company shall notify the Investors promptly of any inquiries by any third parties in regards to the foregoing.

 

c.   Current in Filings .  Company agrees to timely make all filings required to be made by it under the 1933 Act, the 1934 Act, Rule 144 or any United States securities laws and regulations thereof applicable to Company or by the rules and regulations of its principal trading market, and such filings shall conform to the requirements of applicable laws, regulations and government agencies.

 

d.   Compliance.   Company shall take all such actions to ensure that it is not: (i) in default under or in violation of (or permit to occur any action that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), or (ii) in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a material adverse effect on the Parties’ rights under the Agreement.

 

 

e.   Business .  Company agrees to carry on its business as is now being conducted and that there will be no material adverse change in the business of the Company prior to Closing.

 

f.   Use of Proceeds .  The Company shall use the net proceeds received hereunder for working capital and general corporate purposes as well as the payment of certain existing debts owed by the Company. The Parties acknowledge and agree that the below debts shall be paid a reasonable period of time following Closing from the proceeds provided by Purchasers hereunder. Below are the debts which must be paid out of the proceeds of this Agreement (less any amounts paid from proceeds of the Bridge Loans) subject to the timing of said payment and an understanding that all amounts are approximate and/or may be negotiable:

 

 

g.   Management Appointments .

 

i.   Size of Board . The size of the Company’s Board of Directors shall be set at seven (7) members.

 

ii.     Board Composition . Nicholas Gerber shall be appointed as the Chairman of the Board of Directors at Closing.  Purchasers shall have the right to appoint five (5) of the seven (7) Board positions at Closing.  Purchaser(s) representatives on the Board will be accorded no less favorable treatment than any other Board member with respect to all matters, including, without limitation, expense reimbursement, stock options or grants, benefits, and access to Company information and management.  At Closing, all current directors will resign, with the exception of David Neibert and Matt Gonzalez who will remain as members of the Board.

 

iii.   Officer Appointments . Nicholas Gerber shall be appointed as the Chief Executive Officer at Closing. All other current officers of the Company shall resign at Closing.  The Board will have the authority to appoint successor officers to replace the newly departed officers.

 

iv.   David Neibert Consulting Agreement .  Current officer and director David Neibert will be engaged by the Company as a consultant post-Closing for a period not less than twelve (12) months.   See the Consulting Agreement attached hereto as Exhibit C .

 

 

a.   Subject to the provisions of this Section 5, the Parties agree to indemnify, hold harmless, and defend the other, and its officers, directors, and agents against any damages, liabilities, costs, claims, proceedings, investigations, penalties, judgments, deficiencies, including taxes, expenses (including, but not limited to, any and all interest, penalties, and expenses whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever) and losses (each, a “Claim” and collectively, “Claims”) to which the other Party may become subject arising out of or based on any breach of or inaccuracy in any of the representations and warranties or covenants or conditions made by a Party in this Agreement.

 

b.   Notwithstanding any provision in this Agreement to the contrary, all representations and warranties made by the Parties, other than those set forth in 2(e), shall survive for 18 months after the Closing, and thereafter will terminate, together with any associated right of indemnification pursuant to Section 5(a).

 

 

a.   Each Purchaser’s obligation to complete the Closing and to the deliver the Purchase Price payment shall be subject to the satisfaction of each of the following conditions:

 

i.   At or prior to the Closing, Company must have delivered or caused to be delivered to Purchaser the following:

 

 

 

2.   The Subscription Agreements set forth in Exhibit A and/or Exhibit B , respectively, duly executed by the Company;

 

3.   The Consulting Agreement with David Neibert set forth in Exhibit C duly executed by the Company;

 

4.   The Registration Rights Agreement set forth in Exhibit D duly executed by the Company;

 

5.   The Indemnification Agreements set forth in Exhibit E duly executed by the Company;

 

6.   Resolutions duly adopted by the Board of Directors of Company approving the Transaction Documents, the issuance of the Securities and the resignations of officers and directors as provided in this Agreement;

 

7.   An instruction letter signed by Company’s sole officer addressed to Company’s transfer agent of record, in a form reasonably acceptable to Purchaser and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing the Securities to be delivered pursuant to this Agreement registered in Purchaser’s name

 

8.   An opinion of outside counsel to the Company in form and substance satisfactory to the Purchasers regarding the matters contemplated by this Agreement.

 

ii.   Company’s representations and warranties herein contained shall be true at the Closing with the same effect as though made at such time. Company shall have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing, and Purchasers shall have received a certificate to such effect signed by the Company’s Chief Executive Officer.

 

iii.   At the Closing, no material changes to Company’s business or financial condition shall have occurred since the date of this Agreement.

 

 

v.   The Board shall have made the Board appointments contemplated by Section 4(h), to be effective at the Closing.

 

b.   Company’s obligation to complete the Closing pursuant to this Agreement shall be subject to the satisfaction of each of the following conditions:

 

i.   At or prior to the Closing, each Purchaser must have delivered or caused to be delivered to Company the following:

 

 

 

3.   The Registration Rights Agreement, executed by Purchasers;

 

4.   The Indemnification Agreements, executed by Purchasers;

 

5.   The Purchase Price; and

 

6.   Such other documentation as Company may reasonably request in connection with the Transaction contemplated hereby.

 

ii.   The representations and warranties of each Purchaser in this Agreement shall be true at the Closing with the same effect as though made at such time. Purchaser shall have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with at or prior to the Closing, and the Company shall have received a certificate to such effect signed by each Purchaser.

 

 

7.	General Provisions .

 

a.   Governing Law; Attorneys’ Fees. This agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California, without giving effect to the rules of conflicts of law.  In the event of any action at law or in equity to enforce or interpret the terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses.

 

b.   Venue . The Parties agree that the Courts of the County of Orange, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the Transaction contemplated herein.

 

c.   Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

 

d.   Entire Agreement . This Agreement and the Transaction Documents represents the entire agreement between the Parties relating to the subject matter hereof, superseding any and all contemporaneous and prior written or oral agreements and understandings. This Agreement may not be modified or amended nor may any right be waived except by a writing signed by the party against whom the modification or waiver is sought to be enforced.

 

e.   Survival . The representations, warranties and covenants of the Company and Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing.

 

f.   Headings . The captions and headings contained herein are solely for convenience of reference and do not constitute a part of this Agreement.

 

g.   Amendment . This Agreement may be amended or modified only by a written agreement signed by the Parties.

 

h.   Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

i.   Notices . Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (1) in person, (2) by certified mail, postage prepaid, return receipt requested, (3) by facsimile or electronic mail, or (4) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows, or to such other address as either party may from time to time specify in writing to the other party consistent with these notice provisions:

 

If to Company:

Concierge Technologies, Inc.

29115 Valley Center Rd., K-206

Valley Center, CA 92082

Attn: David Neibert, CEO

Fax:  888.312.0124

E-mail:

If to Purchaser:   See Signature Pages hereto.

j.   Non-Waiver .  No delay or omission to exercise any right, power or remedy accruing to any Party upon any breach or default under this Agreement shall impair any such right, power or remedy of the non-breaching party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

 

k.   Legend .  The Securities will bear the following legend; THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED, OR, UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.

 

l.   Transaction Costs .  Except as provided herein, Company and Purchasers shall bear their own expenses incurred with respect to this Agreement and the Transaction contemplated hereby.

 

[ Remainder of page intentionally left blank; signature pages follow ]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

 

 

[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASERS FOLLOWS ]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above .

 

SUBSCRIPTION AMOUNT :                           $_______________________

 

PURCHASE PRICE:                                           $_________________________

Name of Purchaser: _________________________________________________________

Signature of Authorized Signatory of Purchaser : __________________________________

Name of Authorized Signatory: ____________________________________________________

Title of Authorized Signatory: _____________________________________________________

Email Address of Authorized Signatory: _____________________________________________

Facsimile Number of Authorized Signatory: __________________________________________

Address for Notice to Purchaser: __________________________________________________

_____________________________________________________________________________

 

---

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this " Agreement ") is entered into as of January 26, 2015 by and among Concierge Technologies, Inc., a Nevada corporation (the “ Company ”), and the shareholders of the Company listed on the signature page hereof (referred to collectively herein as the “ Shareholders ” and each individually as a “ Shareholder ”).

RECITALS

WHEREAS , this Agreement is made pursuant to the Securities Purchase Agreement (the “ Purchase Agreement ”), dated as of January 26, 2015, by and among the Company and the Shareholders.

WHEREAS , pursuant to the Purchase Agreement, contemporaneously herewith the Company will issue shares of common stock, par value $0.001 per share, of the Company (“ Common Stock ”), and shares of Series B preferred stock, par value $0.001 per share, of the Company (“ Series B Preferred Stock ” and, together with the Common Stock so issued, and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the “ Registrable Securities ”) to the Shareholders; and

WHEREAS , in connection with the consummation of the transactions contemplated by the Purchase Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Shareholders as set forth below.

NOW, THEREFORE , in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.1.   Demand Registration.

 

Right to Demand Registration .  Commencing on the date that is six months from the date hereof, the Shareholders, or any of them, shall have the right at any time to make a written request of the Company for registration with the Securities and Exchange Commission (the “ Commission ”), under and in accordance with the provisions of the Securities Act of 1933, as amended (the “ Securities Act ”), of all or part of the Registrable Securities held of record and beneficially by such Shareholder(s), as applicable (each a “ Demand Registration ” and the relevant shareholders, the “ Demanding Holder ”); provided , however , that the Company may defer such Demand Registration for a single period not to exceed 120 days during any one year period if the board of directors of the Company (the “ Board ”) determines in the exercise of its reasonable judgment that to effect such Demand Registration at such time would have a material adverse effect on the Company, including interfering with any pending or potential acquisition, disposition or securities offering of the Company.  Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the “ Demand Notice ”) of such registration request and its intention to comply therewith to all holders of Registrable Securities and, subject to Section 1.1(c), the Company will include in such registration all the Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) Business Days after the date such Demand Notice is given.  For purposes of this Agreement, the term “ Business Day ” means any day except a Saturday or a Sunday or other day on which commercial banking institutions in New York, New York are authorized to be closed.  All requests made pursuant to this Section 1.1(a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof.  Upon receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to effect registration of the Registrable Securities to be registered in accordance with the intended method of distribution specified in writing by the Demanding Holder as soon as practicable and to maintain the effectiveness of such registration for a period of ninety (90) days.  If available to the Company, the Company will effect such registration on Form S-3 or an equivalent form in which event it shall use its commercially reasonable efforts to maintain the effectiveness of such registration for a period of one-hundred and eighty (180) days; provided , however , that the Company shall not effect a registration on Form S-3 or an equivalent form if the managing underwriter or underwriters determine that using a different registration form is in the best interests of the Company and/or the Demanding Holder and other holders.

 

(a)   Number of Demand Registrations .  The Shareholders shall be limited to only three Demand Registrations pursuant to this Section 1.1.  The Company shall not be required to cause a registration pursuant to Section 1.1(a) to be declared effective within a period of 90 days after the date any other Company registration statement was declared effective pursuant to a Demand Registration request or a filing for the Company’s own behalf.

 

(b)   Priority on Demand Registrations .  If, in any Demand Registration, the managing underwriter or underwriters thereof (or, in the case of a Demand Registration not being underwritten, the Demanding Holder, after consultation with an investment banker of nationally recognized standing) advises the Company in writing that in its or their reasonable opinion the number of securities proposed to be sold in such Demand Registration exceeds the number that can be sold in such offering without having a material adverse effect on the success of the offering (including, without limitation, an impact on the selling price), then the Company will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or the Demanding Holder, as the case may be), can be sold without having a material adverse effect on the success of the offering, as follows: first, the securities that the Demanding Holder proposes to sell, and second, the securities of any additional holders of the Company’s securities eligible to participate in such offering, pro rata among all such persons on the basis of the relative percentage of such securities held by each of them.  In the event that the managing underwriter or Demanding Holder determines that additional Registrable Securities may be sold in any Demand Registration without having a material adverse effect on the success of the offering, the Company may include comparable securities to be issued and sold by the Company or comparable securities held by persons other than the parties.

 

(c)   Selection of Underwriters .  If a Demand Registration is to be an underwritten offering, the holders of a majority of the Registrable Securities to be included in such Demand Registration will select a managing underwriter or underwriters of recognized national standing to administer the offering, which managing underwriter or underwriters shall be reasonably acceptable to the Company.

 

Section 1.2.   Piggyback Registrations.

 

  If the Company at any time proposes to register under the Securities Act any securities or any security convertible into or exchangeable or exercisable for Securities, whether or not for sale for its own account and other than pursuant to a Demand Registration, on a form and in a manner which would permit registration of the Registrable Securities held by a Shareholder for sale to the public under the Securities Act, the Company shall give written notice of the proposed registration to each Shareholder not later than thirty (30) days prior to the filing thereof.  Each Shareholder shall have the right to request that all or any part of its Registrable Securities be included in such registration.  Each Shareholder can make such a request by giving written notice to the Company within ten (10) Business Days after the giving of such notice by the Company; provided , however , that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company and all Shareholders propose to include in such Registration Statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities that the Company proposes to sell, second, the Registrable Securities of such Shareholders, pro rata among all such Shareholders on the basis of the relative percentage of Registrable Securities owned by all Shareholders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Shareholders), and third, the comparable securities of any additional holders of the Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities held by each of them.  Registrable Securities proposed to be registered and sold pursuant to an underwritten offering for the account of any Shareholder shall be sold to the prospective underwriters selected or approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and the prospective underwriters.  Any Shareholder who holds Registrable Securities being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such underwriting agreement.  The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Shareholder.

 

Section 1.3.   Holdback Agreements.

 

  Notwithstanding any other provision of this Agreement, each Shareholder agrees that (if so required by the underwriters in an underwritten offering and provided that such condition is applicable to all shareholders) it will not (and it shall be a condition to the rights of each Shareholder under this Agreement that such Shareholder does not) offer for public sale any securities during a period not to exceed sixty (60) days prior to and one-hundred and eighty (180) days after the effective date of any Registration Statement filed by the Company in connection with an underwritten public offering (except as part of such underwritten registration or as otherwise permitted by such underwriters); provided , however , that no Shareholder shall object to shortening such period if the underwriter agrees that shortening such period would not materially and adversely affect the success of the offering and the shortening is applied equally to all Shareholders.

 

Section 1.4.   Expenses.

 

  Except as otherwise required by state securities or blue sky laws or the rules and regulations promulgated thereunder, all expenses, disbursements and fees incurred by the Company and the Shareholders in connection with any registration under this Agreement shall be borne by the Company, except that the following expenses shall be borne by the Shareholders incurring the same:  (i) the costs and expenses of counsel to such Shareholder to the extent such Shareholder retains counsel (except the costs of one counsel for all Shareholders to the extent retained, which shall be borne by the Company); (ii) discounts, commissions, fees or similar compensation owing to underwriters, selling brokers, dealer managers or other industry professionals, to the extent relating to the distribution or sale of such Shareholder’s securities; (iii) transfer taxes with respect to the securities sold by such Shareholder; and (iv) other expenses incurred by such Shareholder and incidental to the sale and delivery of the securities to be sold by such Shareholder.

 

Section 1.5.   Registration Procedures.

 

  In connection with any registration of Registrable Securities under the Securities Act pursuant to this Agreement, the Company will consult with each Shareholder whose equity interest is to be included in any such registration concerning the form of underwriting agreement, provide to such Shareholder the form of underwriting agreement prior to the Company’s execution thereof, and provide to such Shareholder and its representatives such other documents (including comments by the Commission on the Registration Statement) as such Shareholder shall reasonably request in connection with its participation in such registration.  The Company will furnish each Shareholder whose Registrable Securities are registered thereunder and each underwriter, if any, with a copy of the Registration Statement and all amendments thereto and will supply each such Shareholder and each underwriter, if any, with copies of any prospectus included therein (including a preliminary prospectus and all amendments and supplements thereto), in such quantities as may be reasonably necessary for the purposes of the proposed sale or distribution covered by such registration.  The Company shall not, however, be required to maintain the Registration Statement effective or to supply copies of a prospectus for a period beyond 90 days after the effective date of such Registration Statement (or such longer period as is otherwise set forth herein or agreed to by the Company) and, at the end of such period, the Company may deregister any securities covered by such Registration Statement and not then sold or distributed.  In the event that the Company prepares and files with the Commission a registration statement on any appropriate form under the Securities Act (a “ Registration Statement ”) providing for the sale of Registrable Securities held by any shareholder pursuant to its obligations under this Agreement, the Company will;

 

(a)   upon filing a Registration Statement or any prospectus related thereto (a “ Prospectus ”) or any amendments or supplements thereto, furnish to the Shareholders whose Registrable Securities are covered by such Registration Statement and the underwriters, if any, copies of all such documents;

 

(b)   prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective for the 90-day period referenced in the third sentence of this Section 1.5; cause the related Prospectus to be supplemented by any required Prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and, comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or supplement to such Prospectus;

 

(c)   promptly notify the Shareholders and the managing underwriters, if any, and (if requested by any such person or entity) confirm such advice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any state securities commission for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of the existence of any fact which results in a Registration Statement, a Prospectus or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

 

(d)   use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement;

 

(e)   if requested by the managing underwriters or a Shareholder, promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters or the Shareholders holding a majority of the Registrable Securities being sold agree should be included therein relating to the sale of such Registrable Securities, including, without limitation, information with respect to the amount of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering, and make all required filings of such Prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

 

(f)   furnish to such Shareholder and each managing underwriter at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

 

(g)   deliver to such Shareholders and the underwriters, if any, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such persons or entities may reasonably request;

 

(h)   prior to any Public Sale of Registrable Securities, register or qualify or cause to be registered or qualified such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as any Shareholder or underwriter reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the applicable Registration Statement; provided , however , that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;

 

(i)   cooperate with the Shareholders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to such Registration Statement and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two Business Days prior to any sale of Registrable Securities to the underwriters;

 

(j)   if any fact described in clause (c)(v) above exists, prepare a supplement or post-effective amendment to the applicable Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

 

(k)   cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are then listed;

 

(l)   provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

 

(m)   obtain an opinion from the Company’s counsel and a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any, and to the Shareholders owning a majority in interest of the Registrable Securities being registered in such offering, and furnish to each Shareholder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Shareholder or underwriter;

 

(n)   deliver promptly to each Shareholder participating in the offering and each underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement, other than those portions of any such correspondence and memoranda which contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such Registration Statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;

 

(o)   if applicable, provide a CUSIP number for all Registrable Securities included in such Registration Statement, not later than the effective date of the applicable Registration Statement;

 

(p)   enter into such agreements (including an underwriting agreement in form reasonably satisfactory to the Company) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities;

 

(q)   make available for inspection by a representative of the Shareholders of the Registrable Securities being sold pursuant to such Registration Statement, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Shareholders or underwriter, all financial and other records, any pertinent corporate documents and properties of the Company reasonably requested by such representative, underwriter, attorney or accountant in connection with such Registration Statement; provided , however , that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such persons or entities unless disclosure of such records, information or documents is required by court or administrative order;

 

(r)   otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and relevant state securities commissions, and make generally available to the shareholders earning statements satisfying the provisions of Section 12(a) of the Securities Act no later than 45 days after the end of any 12-month period (or 120 days, if such period is a fiscal year) commencing at the end of any fiscal quarter in which Registrable Securities of such Shareholder are sold to underwriters in an underwritten offering, or, if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of a Registration Statement, which statements shall cover said 12-month periods; and

 

(s)   take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities.

 

Section 1.6.   Conditions to Shareholder Rights; Indemnification by Shareholder.

 

  It shall be a condition of each Shareholder’s rights hereunder to have Registrable Securities owned by it registered that:

 

(a)   such Shareholder shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Shareholder or the securities of the Company owned by such shareholder in connection with such registration;

 

(b)   such Shareholder shall enter into such undertakings and take such other action relating to the conduct of the proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of the Financial Industry Regulatory Authority or otherwise to effectuate the offering; and

 

(c)   such Shareholder shall execute and deliver an agreement to indemnify and hold harmless the Company and each underwriter (as defined in the Securities Act), and each person or entity, if any, who controls such underwriter within the meaning of the Securities Act, against such losses, claims, damages or liabilities (including reimbursement for legal and other expenses) to which such underwriter or controlling person or entity may become subject under the Securities Act or otherwise, in such manner as is customary for registrations of the type then proposed and, in any event, at least equivalent in scope to indemnities given by the Company in connection with such registration, but only with respect to information furnished by such Shareholder in writing and specifically for use in the Registration Statement or Prospectus in connection with such registration (other than information given with respect to the Company in such Shareholder’s capacity as an officer, director or employee of the Company) and with respect to such Shareholder’s failure to deliver Prospectuses as required under the Securities Act.

 

Section 1.7.   Indemnification by the Company.

 

  In the event of any registration under the Securities Act of any Registrable Securities of shareholders pursuant to the Agreement, the Company shall execute and deliver an agreement to indemnify and hold harmless each Shareholder disposing of such Registrable Securities and any underwriter in connection with such disposition against such losses, claims, damages or liabilities (including reimbursement for legal and other expenses) to which such Shareholder may become subject under the Securities Act or otherwise, in such manner as is customary in underwriting agreements for registrations of the type then proposed.

 

Section 1.8.   SEC Reports.

 

  The Company covenants that, in the event of any registration under the Securities Act of any Registrable Securities, it will file the reports required to be filed by it under the Securities Act and the Exchange Act, and the rules and regulations adopted by the Commission thereunder.  Upon the request of any Shareholder, the Company will deliver to such Shareholder a written statement as to whether it has complied with such requirements.

 

 

IN WITNESS WHEREOF , the parties hereto have caused this Registration Rights Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

 

[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR SHAREHOLDERS FOLLOWS ]

 

 

IN WITNESS WHEREOF , the parties hereto have caused this Registration Rights Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

 

 

6

CONSULTING AGREEMENT

 

          This CONSULTING AGREEMENT (this "Agreement") is made and entered into as of the 26th  day of January, 2015 (the "Effective Date"), by and between Concierge Technologies, Inc., a Nevada corporation (the "Company"), on the one hand, and David Neibert ("Consultant"), an individual on the other hand.  Each of which may hereinafter be referred to as a “Party” or collectively as “Parties”.

R E C I T A L S

          A.                       WHEREAS , the Company desires to have Consultant provide certain corporate compliance consulting services, in addition to serving as the Chief Financial Officer of the Company, as described in Schedule “A” of this Agreement, pursuant to the terms and conditions of this Agreement.

 

          B.                WHEREAS , Consultant desires to perform, and the Company is willing to have Consultant perform, such services as an independent contractor to the Company.

                NOW, THEREFORE , in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows:

AGREEMENT

               1.       SERVICES .  Consultant agrees to serve in the capacity of an independent contractor and shall provide corporate compliance consulting services to the Company as set forth in Schedule “A” attached hereto and incorporated by reference herein (“Consulting Services”) in addition to serving as the Chief Financial Officer of the Company.  The Company acknowledges that Consultant will limit its role under this Agreement to that of a consultant and to the Consulting Services set forth in Schedule “A” only.  Consultant hereby agrees to utilize its best efforts in performing the Consulting Services.  Company and Consultant agree that the performance of the Consulting Services will not require more than twenty (20) hours per week on average.  In the event additional working hours are required or the scope of work is expanded beyond the services listed in Schedule A, the Parties will mutually agree on additional rights, obligations and compensation for the provision of additional services by Consultant.

               2.          TERM .  The term of this Agreement shall commence as of the Effective Date and shall thereafter continue for twelve (12) months.  It is understood that either party may terminate this Agreement upon no less than thirty (30) days written notice unless terminated earlier in accordance with its terms.  This Agreement automatically renews in successive twelve (12) month periods unless terminated in writing by either party thirty (30) days prior to the conclusion of the initial term.

               3.          COMPENSATION .  As compensation for the performance of the Consulting Services, the Company shall compensate Consultant for his services hereunder at a rate of $6,250 USD per month.

               4.          EXPENSES .  The Company shall reimburse Consultant for any reasonable expenses incurred by Consultant in performing the Services subject to Consultant providing receipts or other documentation that evidences such expenses.

               5.          TERMINATION; COMPENSATION CONTINUATION .  Either party hereto shall have the right to terminate this Agreement in the event of a breach by the other party if such breach continues uncured for a period of ten (10) days after the breaching party is given written notice thereof by the non-breaching party.  Notwithstanding the foregoing sentence, the Company may immediately terminate this Agreement upon notice to Consultant if Consultant breaches any provision of Section 7 below. The election by the Company to terminate this Agreement shall not be deemed an election of remedies, and all other remedies provided by this Agreement or available at law or in equity shall survive any such termination. In the event that the Company terminates the Consulting Services at any time, Consultant will be eligible to receive his remaining compensation owed hereunder for the remainder of the consulting term.  Consultant shall not be entitled to any continuation payments under this section if Consultant’s engagement is terminated in accordance with the breach of any provision of Section 7 below.

               6.        RELATIONSHIP OF PARTIES.

                    6.1        Independent Contractor .  Consultant is an independent contractor and is not an agent, partner or employee of the Company. Consultant shall perform the Services under the general direction of the Company, but Consultant shall determine, in Consultant's sole and exclusive discretion, the manner and means by which the Services are accomplished, subject to the requirement that Consultant shall at all times comply with applicable law.

                    6.2        Employment Taxes and Contributions .  Consultant shall report as income all compensation received by Consultant under this Agreement.  The Company shall not withhold any federal, state or local taxes or make any contributions on behalf of Consultant relating to the compensation received by Consultant under this Agreement.

                    6.3       No Benefits .  Because Consultant is engaged as an independent contractor and not as an employee of the Company, the Company shall not provide Consultant with any form or type of benefits, including, but not limited to, health, life or disability insurance.

               7.        CONFIDENTIAL INFORMATION.

                    7.1        Confidential Information .  For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to (i) information concerning the operation, business and finances of the Company and the Company's affiliates, (ii) the identity of customers and suppliers of the Company and the Company's affiliates, (iii) techniques and processes known or used by the Company and the Company's affiliates, and (iv) other information and trade secrets which are of great value to the Company and the Company's affiliates, which information and trade secrets are generally not known other than by the Company and the Company's affiliates.

                    7.2        Maintenance of Confidentiality .  Consultant acknowledges that maintaining the confidentiality of all Confidential Information is critically important to the Company and that Consultant has a fiduciary duty to maintain the confidentiality of the Confidential Information. In addition, Consultant understands that his agreement to maintain the confidentiality of all Confidential Information is a material inducement to the Company in executing this Agreement.

                    7.3        No Use or Disclosure .  Without the Company's prior written consent in each instance, Consultant agrees not to use or disclose, directly or indirectly, any Confidential Information in any manner, at any time, other than as expressly required by the Company in connection with the services Consultant performs under this Agreement.

 

         7.4        Restriction on Removal and Duplication .  Consultant agrees not to remove, reproduce, summarize or copy any Confidential Information except as expressly required by the Company in connection with the performance of his Services under this Agreement.  Consultant agrees to return immediately all Confidential Information (including any copies thereof) to the Company (i) once such Confidential Information is no longer required for Consultant to perform its services for the Company, (ii) when this Agreement expires or is earlier terminated under any circumstances whatsoever or (iii) whenever the Company may otherwise require that such Confidential Information be returned.

                    7.5       Return of Property .  Consultant agrees that all manuals, documents, files, media storage devices, reports, studies and other materials used or developed by the Company, whether are not deemed Confidential Information, are solely the property of the Company and that Consultant has no right, title or interest therein.  Upon the expiration or earlier termination of this Agreement or whenever requested by the Company, Consultant shall promptly deliver such property in his possession to the Company.

                    7.6        Survival .  The covenants and agreements of Consultant contained in this Section 7 shall be deemed to be effective as of the date such person first acquired knowledge of any Confidential Information and shall survive the expiration or earlier termination of this Agreement.

                    7.7        Injunctive and Other Equitable Relief .  Consultant acknowledges that his breach of any provision of this Section 7 will cause the Company great and irreparable harm, for which it will have no adequate remedy at law, and that, in addition to all other rights and remedies the Company may have, the Company shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of the provisions of this Section 7.

             7.8       Certain Actions .  Consultant agrees the following acts shall constitute a breach of this Agreement: (i) Consultant commits a crime involving dishonesty, breach of trust, or physical harm to any person; (ii) Consultant willfully engages in conduct that is in bad faith and materially injurious to the Company, including but   not limited to, misappropriation of trade secrets, fraud or embezzlement; or (iii) Consultant materially fails to perform the duties as described on Schedule A.  The Company may terminate Consultant’s engagement under this section as provided in Section 5 above.  The Company shall pay to Consultant all compensation to which Consultant is entitled up through the date of termination, subject to any other rights or remedies of Company under law; and thereafter all obligations of the Company under this Agreement shall cease.

                8.        GOVERNING LAW; DISPUTE RESOLUTION . The Parties agree that any dispute, controversy or claim between Consultant and the Company based on, arising out of or relating to Consultant's engagement under this Agreement or the termination of same, or any theory of contract, criminal, arbitral or tort law, shall be settled by final and binding arbitration in Orange County, California, administered by the American Arbitration Association ("AAA"). This Agreement shall be construed in accordance with the laws of the State of California without reference to the conflict of laws provisions thereof, and judgment upon any resulting arbitration award may be entered in any court of competent jurisdiction.

                9.          GENERAL .

                    9.1        Assignment .  Consultant shall not assign Consultant’s rights or delegate Consultant's duties under this Agreement either in whole or in part without the prior written consent of the Company.  The Company shall have the right to assign its rights and delegate its duties under this Agreement in whole or in part without the consent of Consultant.

                    9.2        Attorneys' Fees .  If any litigation, arbitration or other legal proceeding relating to this Agreement occurs between the Parties hereto, the prevailing party shall be entitled to recover (in addition to any other relief awarded or granted) its reasonable costs and expenses, including attorneys' fees and costs incurred in such litigation, arbitration or proceeding.

                    9.3        Severability .  If any provision of this Agreement is determined to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, then to the extent necessary to make such provision or this Agreement legal, valid or otherwise enforceable, such provision shall be limited, construed or severed and deleted from this Agreement, and the remaining portion of such provision and the remaining other provisions hereof shall survive, remain in full force and effect and continue to be binding, and shall be interpreted to give effect to the intention of the Parties hereto insofar as that is possible.

                    9.4       Notices .  All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by facsimile, electronic transmission or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:

 

               CONSULTANT:   Address on signature page hereto

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

                    9.5       Entire Agreement .  This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, written or oral, between them concerning such subject matter.

                    9.6       Amendment, Modification and Waiver .  This Agreement and its provisions may not be amended, modified or waived except in a writing signed by Consultant and the Company.

                    9.7        Construction .  The normal rule of construction that an agreement shall be interpreted against the drafting party shall not apply to this Agreement.  In this Agreement, whenever the context so requires, the masculine, feminine or neuter gender, and the singular or plural number or tense, shall include the others.

 

 

           IN WITNESS WHEREOF , the Parties have signed this Agreement as of the date first set forth above.

“COMPANY”

Concierge Technologies, Inc.

 

____________________________

By: _______________

Its: _______________

“CONSULTANT”

David Neibert

____________________________

By: David Neibert

Address: ____________________

___________________________

___________________________

 

 

SCHEDULE “A”

DESCRIPTION OF CONSULTING SERVICES

 

Consultant shall perform the following services pursuant to the terms of this Agreement:

(1)           Provide corporate compliance services and associated services, including but not limited to:

(a)          advising on the auditor relations, financial statement considerations and SEC compliance (including reports on Forms 8-K, 10-Q and 10-K);

(b)          assisting with shareholder communications and transfer agent relations on behalf of the Company;

(c)          coordinating other related public company corporate compliance matters; and

(2)         Provide those other services on matters as requested by the Board of Directors of the Company.

The above services will be further defined and delineated by the Company’s management from time to time as necessary.

5