Full Press Release Details
John Yu, Chief Executive Officer
Westwood Boulevard - Suite 139
Services Agreement (the "Agreement") sets forth the terms and conditions under which Barretto Pacific Corporation
("BPC") has been engaged by Kairos Pharma, Ltd., (the "Company"). This Agreement is effective June
10, 2025 (the "Engagement Date").
parties agree as follows:
Services. In consideration of Company's payment of the Fee (as defined below), BPC shall provide the following services to
the Company (collectively, the "Services"):
Public Information. BPC will disseminate public information about the Company, its business, and affairs, in the United States of
America, to investment professionals and private parties who may have an interest in investing in the Company's securities. BPC
has relationships with many members of the investment community including stockbrokers, buy and sell-side portfolio managers, buy and
sell-side research analysts, financial newsletter writers, investment banks, fund managers, other investment professionals, and private
investors. As a result, BPC will disseminate public information regarding the Company to BPC's existing database of business associates
and to other investment professionals whom BPC will research and identify based on their potential interest in the Company.
with Investment Community. BPC will communicate on an ongoing basis with members of the brokerage and investment community in the
United States of America whom BPC has contacted for the benefit of the Company and who have expressed a continued interest in the Company.
Conference Calls. BPC will conduct periodic group conference calls with stockbrokers and other investment professionals who may have
an interest in the Company. The group conference calls will enable the Company's senior management to present the Company's
"story" to a captive audience.
will also facilitate one-on-one conference calls between the Company's senior management and fund managers and research analysts.
Meetings with Investment Community. BPC will identify investor conferences where the Company's management may be invited to
attend, and arrange group or individual meetings with portfolio managers, analysts, stockbrokers and other investment professionals in
key money center cities.
Research Reports. BPC will provide introductions to buy and sell-side research analysts, and financial newsletter writers with the
goal of facilitating the production of one or more research reports or financial newsletters on the Company.
Engagement of Investment Bankers. Should the Company consider a public offering, private stock sale or other transaction, BPC will
assist in identifying and reaching agreement with an appropriate investment banker, if requested by the Company.
News Releases. From time-to-time, the Company may ask BPC to review and, where appropriate,
make suggestions to modify the Company's proposed news releases.
Investor Relations. BPC will advise the Company regarding best practices that are typical
of the Investor Relations profession when applicable.
Presentations. BPC will review and comment upon the Company's website, brochure, PowerPoint presentation, fact sheet and other
investor-oriented materials if appropriate.
Media Contacts. From time-to-time BPC will provide introductions to members of the media
who may be interested in the Company's affairs.
the term of this Agreement BPC will devote such time and attention to performing the Services for Company as are reasonably necessary
or appropriate to provide effective promotion of the Company and its affairs. Notwithstanding anything to the contrary herein, the Services
will not include any actions that constitute, or that BPC believes constitute, or that BPC is advised by its counsel may constitute,
general solicitation or advertising of the Company's securities, rendering legal opinions or other legal services, performing services
which would require BPC to register as a broker or dealer, or performing services that would render BPC an "underwriter"
pursuant to federal or state securities laws.
The Fee. As compensation for BPC rendering the Services during the term of this Agreement,
the Company shall pay BPC a fee of $170,000.00 (the "Cash Fee") and the expense reimbursements described in Section
3, below, collectively, (the "Fee") on the following terms.
Cash Fee includes the following payments on the following dates:
| Payment | Payment Date | |||
| $ | 27,000.00 | Upon engagement | ||
| $ | 13,000.00 | The 10th day of each month during the term of this Agreement, beginning July 10, 2025 |
invoice for each payment following the initial payment will be e-mailed to the Company ten (10) business days prior to its due date.
Failure to receive this invoice will not relieve the Company of its obligation to promptly pay each installment of the Cash
shall be made by wire transfer or direct deposit to the following account:
Cash Fee and the expense reimbursements described in Section 3, below, shall be BPC's sole and exclusive entitlement against the
Company as compensation for the Services.
Reimbursement. Except as specifically provided in this Section, BPC shall not be entitled to be reimbursed for any of the expenses,
out of pocket or otherwise, that it incurs in the course of performing the Services. The Company agrees to promptly reimburse BPC for
travel related expenses such as airfare, lodging and meals associated with attending meetings arranged on behalf of the Company, or accompanying
management to investment conferences, or other matters that may require travel on behalf of the Company, all of which will be billed
to Company at BPC's actual cost (collectively, "Allowed Expenses"). BPC will not incur any Allowed Expense without
the Company's prior written approval, which approval shall constitute the Company's agreement to promptly reimburse BPC for
all such approved expenses.
understands that BPC's services (i) do not include the printing of any documentary material on behalf of the Company and that any
expenses that may be incurred in that respect, (which will only be incurred with the Company's prior written consent), shall be
separately reimbursed to BPC by the Company; and (ii) do not include the cost of mailing the Company's internal "Investor
Package" to members of the public who have requested such information from BPC.
Duties. The Company shall diligently, competently, and promptly take all actions reasonably requested by BPC to enable BPC to fully
and satisfactorily perform the Services for Company. This may include, without limit, making its senior executives available on a regular
basis to BPC; keeping BPC informed of Company's business plans and strategies; filing all required SEC reports within the prescribed
time periods; keeping BPC informed of all materials discussions and processes related to investor relations; promptly distributing Company
information packages to brokers designated by BPC upon receipt of the contact information; providing BPC with copies of all proposed
news releases at least twenty-four (24) hours before the anticipated release time. If BPC's failure to perform the Services is
due, in whole or in part, to Company's failure to comply with this Section, BPC shall not be in default under this Agreement.
The Term of this Agreement will commence on the Engagement Date and continue for a period of one (1) year (the "Initial Term")
expiring June 9, 2026, unless terminated as provided in the following subsection. The Agreement can only be terminated
without cause as per section b, (i), and cannot be terminated again during the duration of the Term except for Material Breach. The Initial
Term may not be delayed, paused, shifted, segmented, or otherwise adjusted under any circumstance, and the Initial Term may be terminated
before the date specified above only as provided in subsection (b) (i), below. At the completion of the Initial Term, upon mutual agreement
of the parties, the Agreement will continue on a month-to-month basis with 30 days' notice of termination.
This Agreement may be terminated only as follows:
Company during the Term. By notice given to BPC on or before September 10, 2025, the Company may terminate this Agreement
without cause, effective as of the close of business on October 9, 2025. If the Company terminates the Agreement no further
financial compensation will be owed BPC with the exception of the September 10, 2025, payment, and any outstanding Allowed Expenses.
If the Company terminates the Agreement, payments totaling $66,000.00 would have been made to BPC.
By Company for Material Breach. The Company may terminate this Agreement if, within thirty (30) days of giving a notice to BPC
that specifies in detail the facts constituting its breach of any material term of this Agreement, BPC has not cured the breach.
of Termination. If this Agreement is properly terminated, there shall be no further obligations on the part of the Company or BPC,
their respective stockholders, directors, officers, employees, agents or representatives, except (i) Company will be obligated to pay
BPC the Fee for all periods through the effective date of the termination and to reimburse BPC for all Allowed Expenses and for all other
approved expenses incurred through that date, and (ii) BPC shall be obligated to continue to comply with the provisions of Section 9.
Nothing herein shall relieve either party from liability for any material breach of this Agreement.
of Liability. Notwithstanding anything contained in this Agreement to the contrary, in no event shall either party's liability
for any breach of this Agreement exceed the amount paid by Company to BPC as Fees under this Agreement.
Consultants and other Clients. The Company reserves the right to contract other firms to provide services similar to the Services
and expressly acknowledges that BPC shall be entitled to provide the Services to other public companies provided that such other
representation does not in any way interfere or conflict with the effective performance of BPC's duties hereunder, and provided,
further, that BPC adheres to its obligations of confidentiality as set forth in Section 9 hereof.
as Independent Contractor. All payments hereunder will be made to BPC as an independent contractor and BPC will be solely responsible
for federal, state, and city tax filings and remittances. BPC is not, and by the provision of the Services will not become an agent or
employee of the Company and will have no authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever.
with Laws. BPC represents and warrants that it will perform the Services in a professional manner and in compliance with all applicable
laws and legal requirements, including but not limited to all applicable federal and state securities laws and regulations applicable
to BPC or to the Company, and the Company's internal policies with respect to Insider Trading, a copy of which has been provided
BPC will not, either during or after the term of this Agreement, directly or indirectly, divulge, publish or disclose any information