PRIVATE & CONFIDENTIAL
Doug Frater Esq.,
Chief Executive Officer
Global Green Solutions Inc.,
789 West Pender Street Suite 1010
Vancouver Al V6C 1H2
22nd February2008
Dear Sirs,
ENGAGEMENT LETTER
We refer to our various conversations and exchanges of correspondence. You have explained to us that, Global Green Solutions Inc., ("Global Green") or (the "Company"), requires expert corporate finance and international capital markets advice, (the "Advisory Service"). We also understand that the Company wishes to have expert corporate communications, investor relations, media advice and other services, which will result in awareness of Global Green being substantially raised within Europe (the "Communications Service").
We further understand that the Company is interested in raising various sums of money over the foreseeable future, via equity or equity related offerings, project or project related finance and any other forms of finance as maybe suitable from time to time, (the "Financings").
More specifically and with respect to the Financings we understand that there is an immediate need for up to US$10,000,000, (ten million United Sates dollars) in equity and up to a further US$100,000,000, (one hundred million United States dollars) in project finance.
It is proposed that Innovator Capital Limited ("ICL") or ("Innovator"), working in close consultation with the Company and some of its existing advisers, will use all reasonable endeavours to assist the Company by providing the Advisory Service and the Communications Service which, from Innovator's perspective, will result in Global Green' stock price having momentum, liquidity and trade, more often than not, closer to fair value. The Financings, also achieved with the assistance of Innovator, will enable the Company to have access to more than adequate funding for the successful execution of its business plan.
We further understand that currently Global Green's shares (the "Shares") under a trading symbol of GGRN are traded on the OTC Bulletin Board, ("OTCBB"). It is our opinion that the Shares also should be tradeable on a major European stock exchange(s). It is probable that we will insist upon Germany as the country whose stock exchanges would be the most appropriate for the Shares. Should this transpire, Global Green would require the services of a Designated Sponsor. We would view it as being in the best interests of the Company and its investors, and essential to maximise the likelihood of success of the Financings, for the Shares to have such a formal Designated Sponsor and be traded on the German national electronic exchange known as XETRA in addition to the Frankfurt Stock Exchange.
In order to ensure fair, orderly and liquid markets for small-cap company's shares in Germany, the Frankfurt Stock Exchange formally approved the implementation of the Designated Sponsor programme. A Designated Sponsor has a specific role under the regulations of the Exchange. Said role is to provide liquidity in their corporate client's shares in accordance with the price, size and spread rules of the Deutsche Borse (see attached .pdf extract from "Exchange Rules for the Frankfurt Stock Exchange").