THE INVESTOR RELATIONS GROUP INC. LETTER OF AGREEMENT Date: September 19, 2011

Date: September 19, 2011

Section 1.  Services to be Rendered. The purpose of this letter is to set forth the terms and conditions on which The Investor Relations Group, Inc. (IRG) agrees to provide Apps Genius Corp (the “Company”) a comprehensive corporate communications program.  These services may include, but are not limited to all items listed in “Addendum A.”  The Company represents and warrants that it will provide on a timely basis any information requested by IRG which is necessary to perform such services and further represents and warrants that such information shall be accurate.

Section 2.   Engagement Period.  Unless sooner terminated as provided herein, the term of this agreement (the “Engagement Period”) shall commence on or before September  19th, 2011 and shall continue for a period of twelve (12) calendar months.  Following expiration of the initial Engagement Period, this agreement shall be automatically renewed for successive Engagement Periods of 12 months each unless either party shall give the other written notice of its intent not to renew this agreement no later than 30 days prior to the expiration of any Engagement Period hereunder.   The Company represents that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the nature of its activities requires such qualification.  The Company further represents to IRG: (1) that it has full power and authority to carry on its business as presently or proposed to be conducted and to enter into and perform its obligations under this Agreement; (2) that this Agreement has been duly authorized by all necessary corporate actions; and (3) that this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforcement may be limited by bankruptcy, creditors’ rights laws or general principles of equity).   

Section 3.  Fees.  (a) The Company shall pay to IRG for its services hereunder a maintenance fee (the “Maintenance Fee”) of $12,000 per month beginning December 1st, 2011; provided, that the amount of such Maintenance Fee shall be subject to change by the mutual agreement of the parties at any time after expiration of the initial twelve (12) month Engagement Period hereunder immediately upon written notice to the Company.  Maintenance Fees shall be payable on or before the 1st day of each calendar month which occurs during the Engagement Period.  In the event that a partial month shall occur during the Engagement Period, then the amount of the maintenance Fee for such month shall be prorated based upon the number of days in such month that occur during the Engagement Period. If the Company does not pay its Maintenance Fee and any other recurring charges on or before the 5th day of each month, the Company will immediately be assessed and charged a 10% late fee.

 

Section 4.  Expenses.  In addition to all other fees payable to IRG hereunder, the Company hereby agrees to reimburse IRG for all reasonable out-of-pocket expenses incurred in connection with the performance of services hereunder.  These out-of-pocket expenses shall include, but are not limited to: telephone, photocopying, postage, messenger service, clipping service, information retrieval service and IRG wire (for emails).  No individual expenses over $500 will be expended without first notifying the Company.  The Company agrees to remit $500 by check or in immediately available funds to be placed on deposit with IRG and credited to the Company against expenses incurred, on a permanent basis, throughout the program.  From time to time, the Company will replenish the expense account as necessary to maintain a balance of $500 whenever the balance drops below $100.  The balance of said deposit is fully refundable should the program terminate.  A running invoice will be maintained of all expenses incurred and will be submitted to the Company each month.  Additionally, the Company shall establish an account with an established wire service for the release of press releases and media releases and an account with a printing service for the production of all of the Company’s printed investor and media relations material.  IRG shall have access to the wire service account for the release of press and media releases and IRG shall have access to the printing service account in order to direct the work necessary to maintain the company’s investor and media information kits.  It will be the responsibility of the Company to pay all associated bills from both the wire service account and the printing service account.  These costs will not be included on IRG’s monthly running invoice and are not the responsibility of IRG.  Finally, in addition to the fees discussed above, the Company is responsible for paying all bills associated with meals arranged around road shows to include business breakfasts, broker lunches and dinners.  Such meals will be arranged in order to minimize the costs associated with each.  When a broker lunch scheduled, IRG will arrange for the lunch at minimum cost to the Company.  We have special prices arranged at several restaurants in order to minimize those costs and there will be no alcohol served at these events.

Section 5.  Indemnification.  Each of the Company and IRG agrees to defend, indemnify and hold the other and its respective affiliates, stockholders, directors officers, agents, employees, successors and assigns (each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind whatsoever (including, without limitation, reasonable attorneys' fees) which arise solely from the Company's or IRG's (as  the case may be) breach of its obligations hereunder or any representation or warranty made by it herein. It is further agreed that the foregoing indemnity shall be in addition to any rights that either party may have at common law or otherwise, including, but not limited to, any right to contribution.

Section 6.  Termination of Agreement. (a) Subject to paragraph (b) below, either party may terminate this Agreement and IRG’s engagement hereunder, with or without cause, immediately upon written notice given to the other party at any time during the Engagement Period hereunder. In such event, all compensation accrued to IRG prior to such cancellation, whether in the form of Maintenance Fees, reimbursement for expenses or otherwise, will become due and payable immediately upon such termination and IRG shall be relieved of any and all further obligation to provide any services hereunder.

    

Section 7. Solicitation of Employees. (a) During the term of this agreement, and for a period of two years after the termination of this agreement, neither party shall, directly or indirectly: (1) influence or attempt to influence any employee of the other party to leave such party’s employ; (2) agree to aid any competitor or customer of the other party in any attempt to hire any person who was employed by the other party within the previous two year period; or (3) solicit or induce any person who was employed by the other party within the previous two-year period to become employed by the Company. Each party acknowledges that the restrictions in this Section 7 are reasonable and necessary for the protection of the other party’s business. This clause is not intended to restrict the individual right of employment but rather is intended to preserve the contemplated business arrangement and to prevent the parties from actively recruiting the employees of the opposite party.      

 

 

 

 

Please evidence your acceptance of the provisions of this letter by signing the copy of this letter enclosed herewith and returning it to The Investor Relations Group Inc., 11 Stone Street, 3rd Floor, New York, NY 10004, Attention:  Dian Griesel, President & CEO.

 

 

 

ACCEPTED AND AGREED

AS OF THE DATE FIRST ABOVE WRITTEN:

By:_________________________________________

     Name:

     Title:

 

 

ADDENDUM  “A”

 

·	Unique news pieces and media pitches originated and written by our award-winning, well-published editorial staff (approximately twenty+ pieces per year)—above and beyond writing normal “material” news announcements.

·	Ghost-written/bylined white papers and other high-level trade articles written by our staff PhDs (one minimum per year) then placed in key pharmaceutical trades.

·	Corporate, product, and technology related stories placed in targeted trade publications to build sales and partnerships.

·	National and regional trend pieces written and placed in leading magazines and newspapers.

·	Syndication stories and feature feeds to more than sixteen thousand newspaper and other print editors nationwide.

·	Original “feature-feed” stories tying your company’s product or service to trends and national/world events.

·	Comprehensive Social Media Outreach: Leveraging of IRG’s strong presence, understanding and growing following across the major social media networks (Twitter with 48,000+ followers, Facebook with 9,500+ followers, Google Buzz, Flickr, Friendfeed, etc.)

·	Dissemination of your news through your own specialized webpage on our website, IRGnews.com, and through our: social networks, weekly newsletters, RSS Feeds and proprietary e-mail lists of uniquely targeted audience.

·	On-camera media training.

·	Production of your own 2-3 minute CEO interview / corporate video filmed and edited at our studios.

·	Profiles written of CEOs and other top company officers / management.

·	Headshots taken at our studios.

·	Crisis management plans.

·	Discounted clipping services — to document media coverage.