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Case Number: CACE-19-022558 Division: 12
Filing # 98142465 E-Filed 10/30/2019 05:32:50 PM
IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT
IN AND FOR BROWARD COUNTY, FLORIDA
CIVIL DIVISION
CASE NO.
JOSHUA PARDUE, etc., Plaintiff,
Vv.
CATERED FIT CORP, et al., Defendants.
COMPLAINT
EXHIBIT C
*** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 10/30/2019 05:32:48 PM.****CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into by
and between GNP DEVELOPMENT, LLC, a Nevada limited liability company (hereinafter
called the “Company”), and CATERED FIT CORP, a Florida corporation (hereinatter called
the “Contractor”), to be effective as of the 1 day of December, 2016 (the “Effective Date”).
WITNESSETH:
WHEREAS, the Company is in the business of consulting on real estate acquisitions,
sales, leases, and other transactions involving real estate (the “Business”);
WHEREAS, the Contractor, through its employees, has special knowledge and expertise
regarding business operations, policies and procedures that the Company believes can assist the
Company in the Business; and
WHEREAS, the Company desires to engage the Contractor, and the Contractor desires,
to perform consultation and other services for the Business, in accordance with the terms hereof;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each party, it is hereby agreed by and between the parties as follows:
1, Agreement to Render Services. The Company hereby appoints the Contractor to,
and the Contractor hereby accepts, the position of independent contractor for the Company.
From the Effective Date through December 31, 2021 (the “Conclusion Date”), Contractor shall
perform certain consulting services for the Company.
2. Compensation. As consideration for the Contractor’s services for the Company,
the Company shall pay to the Contractor a consulting fee (collectively, the “Consulting Fees”),
with respect to each calendar quarter during the term hereof commencing with the first calendar
quarter of 2017 (i.e., January 1, 2017 through March 31, 2017)(the “Commencement Quarter”),
the Quarterly Payment (as defined below), which shall be paid on or before the fifteenth (15"")
day following the end of each calendar quarter to which such payment relates. The “Quarterly
Payment” shall mean an amount equal to $18,833.35 for each of the 20 calendar quarters
hereunder, for an aggregate of $376,667 of Consulting Fees payable hereunder. Notwithstanding
the foregoing, in the event that during the term of the Pardue Agreement (as defined below)
Pardue Advisory, LLC (“Pardue”) receives annualized compensation under its Consulting
Agreement (the “Pardue Agreement”) with Catered Fit Corp, which is less than $150,000 per
year, then the aggregate amount payable by the Company hereunder shall be reduced, on a dollar
for dollar basis, by the amount by which $150,000 exceeds the annualized amount actually paid
to Pardue under the Pardue Agreement. ' If Catered Fit Corp fails to distribute to Joshua Pardue
and Mark Gerenger during any calendar quarter an aggregate amount (as determined after
reduction for any amounts paid to Adam Friden pursuant to the Pledge Agreements, the
“Applicable Quarterly Distribution Amount”) that is at least equal to the Quarterly Payment to be
4811-6610-1558.4made within the 15-day period after the end of such calendar quarter (the “Applicable Quarterly
Payment”), then that portion of the Applicable Quarterly Payment that exceeds the Applicable
Quarterly Distribution Amount shall be deferred and be added to (and become part of) the
immediately succeeding Quarterly Payment.? Each of the principals of the Company, Joshua
Pardue and Mark Gerenger, shall be required to deliver to the Contractor a Stock Pledge and
Escrow Agreement (together, the “Pledge Agreements”), in a form acceptable to the Contractor,
as security for the Company’s payment and performance obligations under this Agreement.
3. Term of Agreement. The commencement date of the term of this Agreement shall
be the Effective Date first set forth above, and it shall continue in effect until the Conclusion
Date, unless earlier terminated as provided herein. Notwithstanding the foregoing, the obligation
to pay the Consulting Fees shall survive the termination or expiration of this Agreement.
4. Independent Contractor Status. It is understood and agreed that the services of the
Contractor hereunder will be rendered as an independent contractor and not as an employee. In
this regard, the Contractor shall not be deemed to be employed by the Company for purposes of
any tax or contribution levied by the Federal Social Security Act or any corresponding state law
with respect to employment or compensation for employment. The Contractor shall have
complete control over the Contractor’s method of providing services, subject to the professional
standards established by the Company and the terms of this Agreement, and may employ others
as employees or contractors to assist the Contractor in providing the services hereunder. The
Company will not exercise direct or implied authority over the Contractor and the Contractor’s
employees in the Contractor’s work nor shall it have supervisory power over the procedures
employed by the Contractor, other than to assure the Contractor’s adherence to the normal high
professional standards of the Company and the terms of this Agreement. In the event a
determination is made that the Contractor falls within the category of an employee rather than an
independent contractor, then the Contractor will be solely responsible for payment of all taxes,
costs or charges resulting from such determination, including but not limited to additional
income, payroll and/or self-employment taxes, penalties and interest, and Contractor shall
indemnify and hold the Company harmless from any such taxes, costs or charges.
5. Duties of the Contractor. The Contractor shall put forth commercially reasonable
efforts during the term hereof to provide consulting services for the Company, as provided
above. Contractor is not required to use its full time for providing the services hereunder and
Contractor may seek other means of employment and other business during the term hereof, The
Contractor shall be responsible for any expenses incurred by Contractor in the performance of
Contractor’s duties hereunder.
6. Termination. The Company may terminate this Agreement prior to the
Conclusion Date in the event of Cause. As used in this Agreement, “Cause” shall mean the
following: an act of fraud or embezzlement by Contractor of money or tangible or intangible
assets or property of the Company. In the event this Agreement is terminated by the Company,
the Company may setoff against the Quarterly Payments otherwise due to the Contractor
hereunder any actual damages to the Company resulting from the actions of Contractor giving
rise to the for Cause termination, and, except with respect to the setoff rights expressly provided
4811-6610-1558.4hereunder, the Company shall pay to Contractor the remaining Quarterly Payments due
hereunder for all periods through the Conclusion Date.
7. Entire Agreement. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof, and all representations, promises and prior or
contemporaneous understandings relating to the matters addressed herein are merged into and
expressed in this Agreement.
8. Invalid Provision: Severability. The invalidity or unenforceability of a particular
provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall
be construed in all respects as if such invalid or unenforceable provisions were omitted. The
provisions of this Agreement are severable and the invalidity of any one or more of such
provisions or any part thereof does not affect or limit the enforceability of the remaining
provisions or parts thereof of this Agreement.
9. Modification; Headings. No change, amendment, supplement or modification of
this Agreement shall be valid unless the same be in writing and signed by the parties hereto. The
section headings in this Agreement are solely for convenience of reference and shall not affect
the interpretation or construction of the terms and provisions hereof.
10. Applicable Law and Binding Effect, No Waiver. This Agreement shall be
construed and regulated under and by the laws of the State of Florida, and shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs, personal
Tepresentatives, successors and permitted assigns. The Company may freely assign its rights and
obligations under this Agreement. The Contractor may assign its rights and obligations
hereunder, after first having obtained the written consent of the Company. No failure on the part
of cither party hereto at any time to require the performance by the other party of any term of this
Agreement shall be taken or held to be a waiver of such term or in any way affect such party’s
tight to enforce such term, and no waiver on the part of either party of any term of this
Agreement shall be taken or held to be a waiver of any other term hereof or the breach thereof.
11. Venue; Court Proceedings. The Contractor and the Company hereby agree that
the venue of any action, proceeding, counterclaim, cross claim, or other litigation relating to,
involving, or resulting from this Agreement shall be in the courts in and for Broward County,
Florida. In any action or proceeding by or against the Contractor relating to or involving this
Agreement, and any counterclaim, crossclaim or other litigation which may be asserted or
brought against the Company, the Contractor hereby expressly waives any and all right to a trial
by jury with respect to the action, proceeding or other litigation resulting from or involving this
Agreement.
12. Notices. Any and all notices or other communication provided for herein, shall be
given by registered or certified mail, return receipt requested, to the parties at the addresses set
forth on the signature pages of this Agreement or to such other address as may be designated by
the party by giving written notice thereof to the other party in the manner provided for herein.
13. Attorneys’ Fees. In the event that either party is required to engage the services
of legal counsel to enforce the terms and conditions of this Agreement against the other party,
481 1-6610-1558.4regardless of whether such action results in litigation, the prevailing party shall be entitled to
reasonable attormeys’ fees, costs of legal assistants, and other costs from the other party, which
shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and
other costs, including any accounting expenses incurred.
[Signature page follows]
4811-6610-1558.4IN WITNESS WHEREOF, the undersigned parties hereby execute this Agreement to
be effective as of the Effective Date first set forth above.
4811-6610-1558.4
CONTRACTOR:
GNP DEVELOPMENT, LLC, a Nevada limited liability
company
By:
Print Name: Jéshua Pardue
Title: Manager
Address:/ 52 Riley Road, Unit 155
Celebration, FL 34747
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Case Number: CACE-19-022558 Division: 12 Filing # 98142465 E-Filed 10/30/2019 05:32:50 PM IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA CIVIL DIVISION CASE NO. JOSHUA PARDUE, etc., Plaintiff, Vv. CATERED FIT CORP, et al., Defendants. COMPLAINT EXHIBIT C *** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 10/30/2019 05:32:48 PM.****CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into by and between GNP DEVELOPMENT, LLC, a Nevada limited liability company (hereinafter called the “Company”), and CATERED FIT CORP, a Florida corporation (hereinatter called the “Contractor”), to be effective as of the 1 day of December, 2016 (the “Effective Date”). WITNESSETH: WHEREAS, the Company is in the business of consulting on real estate acquisitions, sales, leases, and other transactions involving real estate (the “Business”); WHEREAS, the Contractor, through its employees, has special knowledge and expertise regarding business operations, policies and procedures that the Company believes can assist the Company in the Business; and WHEREAS, the Company desires to engage the Contractor, and the Contractor desires, to perform consultation and other services for the Business, in accordance with the terms hereof; NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, it is hereby agreed by and between the parties as follows: 1, Agreement to Render Services. The Company hereby appoints the Contractor to, and the Contractor hereby accepts, the position of independent contractor for the Company. From the Effective Date through December 31, 2021 (the “Conclusion Date”), Contractor shall perform certain consulting services for the Company. 2. Compensation. As consideration for the Contractor’s services for the Company, the Company shall pay to the Contractor a consulting fee (collectively, the “Consulting Fees”), with respect to each calendar quarter during the term hereof commencing with the first calendar quarter of 2017 (i.e., January 1, 2017 through March 31, 2017)(the “Commencement Quarter”), the Quarterly Payment (as defined below), which shall be paid on or before the fifteenth (15"") day following the end of each calendar quarter to which such payment relates. The “Quarterly Payment” shall mean an amount equal to $18,833.35 for each of the 20 calendar quarters hereunder, for an aggregate of $376,667 of Consulting Fees payable hereunder. Notwithstanding the foregoing, in the event that during the term of the Pardue Agreement (as defined below) Pardue Advisory, LLC (“Pardue”) receives annualized compensation under its Consulting Agreement (the “Pardue Agreement”) with Catered Fit Corp, which is less than $150,000 per year, then the aggregate amount payable by the Company hereunder shall be reduced, on a dollar for dollar basis, by the amount by which $150,000 exceeds the annualized amount actually paid to Pardue under the Pardue Agreement. ' If Catered Fit Corp fails to distribute to Joshua Pardue and Mark Gerenger during any calendar quarter an aggregate amount (as determined after reduction for any amounts paid to Adam Friden pursuant to the Pledge Agreements, the “Applicable Quarterly Distribution Amount”) that is at least equal to the Quarterly Payment to be 4811-6610-1558.4made within the 15-day period after the end of such calendar quarter (the “Applicable Quarterly Payment”), then that portion of the Applicable Quarterly Payment that exceeds the Applicable Quarterly Distribution Amount shall be deferred and be added to (and become part of) the immediately succeeding Quarterly Payment.? Each of the principals of the Company, Joshua Pardue and Mark Gerenger, shall be required to deliver to the Contractor a Stock Pledge and Escrow Agreement (together, the “Pledge Agreements”), in a form acceptable to the Contractor, as security for the Company’s payment and performance obligations under this Agreement. 3. Term of Agreement. The commencement date of the term of this Agreement shall be the Effective Date first set forth above, and it shall continue in effect until the Conclusion Date, unless earlier terminated as provided herein. Notwithstanding the foregoing, the obligation to pay the Consulting Fees shall survive the termination or expiration of this Agreement. 4. Independent Contractor Status. It is understood and agreed that the services of the Contractor hereunder will be rendered as an independent contractor and not as an employee. In this regard, the Contractor shall not be deemed to be employed by the Company for purposes of any tax or contribution levied by the Federal Social Security Act or any corresponding state law with respect to employment or compensation for employment. The Contractor shall have complete control over the Contractor’s method of providing services, subject to the professional standards established by the Company and the terms of this Agreement, and may employ others as employees or contractors to assist the Contractor in providing the services hereunder. The Company will not exercise direct or implied authority over the Contractor and the Contractor’s employees in the Contractor’s work nor shall it have supervisory power over the procedures employed by the Contractor, other than to assure the Contractor’s adherence to the normal high professional standards of the Company and the terms of this Agreement. In the event a determination is made that the Contractor falls within the category of an employee rather than an independent contractor, then the Contractor will be solely responsible for payment of all taxes, costs or charges resulting from such determination, including but not limited to additional income, payroll and/or self-employment taxes, penalties and interest, and Contractor shall indemnify and hold the Company harmless from any such taxes, costs or charges. 5. Duties of the Contractor. The Contractor shall put forth commercially reasonable efforts during the term hereof to provide consulting services for the Company, as provided above. Contractor is not required to use its full time for providing the services hereunder and Contractor may seek other means of employment and other business during the term hereof, The Contractor shall be responsible for any expenses incurred by Contractor in the performance of Contractor’s duties hereunder. 6. Termination. The Company may terminate this Agreement prior to the Conclusion Date in the event of Cause. As used in this Agreement, “Cause” shall mean the following: an act of fraud or embezzlement by Contractor of money or tangible or intangible assets or property of the Company. In the event this Agreement is terminated by the Company, the Company may setoff against the Quarterly Payments otherwise due to the Contractor hereunder any actual damages to the Company resulting from the actions of Contractor giving rise to the for Cause termination, and, except with respect to the setoff rights expressly provided 4811-6610-1558.4hereunder, the Company shall pay to Contractor the remaining Quarterly Payments due hereunder for all periods through the Conclusion Date. 7. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and all representations, promises and prior or contemporaneous understandings relating to the matters addressed herein are merged into and expressed in this Agreement. 8. Invalid Provision: Severability. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. The provisions of this Agreement are severable and the invalidity of any one or more of such provisions or any part thereof does not affect or limit the enforceability of the remaining provisions or parts thereof of this Agreement. 9. Modification; Headings. No change, amendment, supplement or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto. The section headings in this Agreement are solely for convenience of reference and shall not affect the interpretation or construction of the terms and provisions hereof. 10. Applicable Law and Binding Effect, No Waiver. This Agreement shall be construed and regulated under and by the laws of the State of Florida, and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal Tepresentatives, successors and permitted assigns. The Company may freely assign its rights and obligations under this Agreement. The Contractor may assign its rights and obligations hereunder, after first having obtained the written consent of the Company. No failure on the part of cither party hereto at any time to require the performance by the other party of any term of this Agreement shall be taken or held to be a waiver of such term or in any way affect such party’s tight to enforce such term, and no waiver on the part of either party of any term of this Agreement shall be taken or held to be a waiver of any other term hereof or the breach thereof. 11. Venue; Court Proceedings. The Contractor and the Company hereby agree that the venue of any action, proceeding, counterclaim, cross claim, or other litigation relating to, involving, or resulting from this Agreement shall be in the courts in and for Broward County, Florida. In any action or proceeding by or against the Contractor relating to or involving this Agreement, and any counterclaim, crossclaim or other litigation which may be asserted or brought against the Company, the Contractor hereby expressly waives any and all right to a trial by jury with respect to the action, proceeding or other litigation resulting from or involving this Agreement. 12. Notices. Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, to the parties at the addresses set forth on the signature pages of this Agreement or to such other address as may be designated by the party by giving written notice thereof to the other party in the manner provided for herein. 13. Attorneys’ Fees. In the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, 481 1-6610-1558.4regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attormeys’ fees, costs of legal assistants, and other costs from the other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred. [Signature page follows] 4811-6610-1558.4IN WITNESS WHEREOF, the undersigned parties hereby execute this Agreement to be effective as of the Effective Date first set forth above. 4811-6610-1558.4 CONTRACTOR: GNP DEVELOPMENT, LLC, a Nevada limited liability company By: Print Name: Jéshua Pardue Title: Manager Address:/ 52 Riley Road, Unit 155 Celebration, FL 34747