On July 21, 2003, American Water Star Inc., the Company entered into a Consulting Agreement with Redwood Consultants, LLC ("Redwood") for a period ending January 20, 2004. Pursuant to the Agreement, the Company issued Redwood 100,000 shares of common stock as a non-refundable commencement bonus. Further, the Agreement provides for the issuance of 100,000 shares of common stock per month commencing August 21, 2003 along with a warrant to purchase 100,000 shares of common stock. As of the date of this Registration Statement, Redwood has been issued a total of 800,000 shares and warrants to purchase (i) 100,000 shares at the exercise price of $0.25, (ii) 100,000 shares at the exercise price of $0.50, (iii) 100,000 shares at the exercise price of $0.75, (iv) 100,000 shares at the exercise price of $1.00, and (v) 100,000 shares at the exercise price of $2.00. The warrants are exercisable from the date of grant until December 31, 2004. The shares and the shares issuable upon warrant exercise are restricted against resale and carry piggy-back registration rights.
On March 4, 2004, the Company entered into a new non-exclusive Consulting Agreement with Redwood for a period of thirty (30) months, whereby Redwood will become a financial and marketing consultant to the Company. The cost to Company for the services to be provided during the term of the Agreement will be $300,000, which amount will be earned at the rate of $10,000 per month. Per the Agreement, the Company paid the compensation due thereunder by immediately funding the exercise of the $1.00 and $2.00 warrants previously granted to Redwood. Per the Agreement, all shares issued upon exercise will be held in escrow by the Company and released to Redwood pursuant to the following vesting schedule: (1) the 100,000 shares issued upon exercise of the $1.00 warrants shall be released to Redwood at the rate of 10,000 shares per month for the first 10 months of the Agreement; and (2) the 100,000 shares issued upon exercise of the $2.00 warrants shall be released to Redwood at the rate of 5,000 shares per month for months 11 through 30 of the Agreement.
I Cannot find a PR so you may not have know until 8/15/2003. Unless I see a PR I's calling it from 10Q...($.50 to $1.20) (2 months)
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