Common use of Engagement; Nature of Services Clause in Contracts

Engagement; Nature of Services. a) Company hereby engages VFIN as Company’s non-exclusive financial advisor to render financial and other general advice as an investment banker, including, without limitation, advice relating to “Transactions” and/or “Financings” and similar matters, as may be reasonably requested by Company. In that regard, VFIN will assist Company in identifying, analyzing, structuring, negotiating and obtaining sources of financing for suitable business opportunities which Company may take advantage of by purchase or sale of stock or assets, assumption of liabilities, merger, consolidation, tender offer, strategic relationship, joint venture, franchise agreement, licensing agreement, royalty agreement, financing arrangement or any similar transaction or combination thereof. This Agreement shall not be construed as a firm commitment or guarantee of financing which shall be on a “best efforts” basis only. VFIN shall obtain the consent of Company prior to contacting any potential participants in a proposed Transaction or Financing. The decision to consummate a Transaction and/or Financing shall be in the Company’s sole and absolute discretion, and no compensation shall be due under this agreement unless the Company notifies VFIN in writing that it wishes to utilizes its services. b) VFIN shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement or to spend any minimum amount of time in providing such services. VFIN does not provide tax, accounting or legal advice. Public offerings, if any, shall be subject to a separate agreement and are expressly not addressed in this Agreement. c) VFIN shall render such other financial advisory and investment banking services as may from time to time be agreed upon in writing by VFIN and Company (e.g., fairness opinions, business plans, etc.). The fees payable for any such other services shall be customary investment banking fees to be mutually agreed upon based upon the nature and type of such services to be rendered.

Engagement; Nature of Services. a) a. Company hereby engages VFIN as Company’s VFIN. on a non-exclusive basis, as Company's financial advisor to render tender financial and other general advice as an investment banker, including, without limitation, advice relating to “"Advisory", "Transactions” " and/or “"Financings” " and similar matters, as may be reasonably requested by Company. In that regard, VFIN will assist Company in the capital structure of the Company and similar matters, as may be reasonably requested by Company. In that regard, VFIN will, once the Company's shares have been listed in the Over The Counter Bulletin Board Exchange or better, assist Company in identifying, analyzing, structuring, structuring and negotiating and obtaining sources of financing for suitable business opportunities which Company may take advantage of by purchase or sale of stock or assets, assumption of liabilities, merger, consolidation, tender offer, strategic relationship, joint venture, franchise agreement, licensing agreement, royalty agreement, financing arrangement or any similar transaction or combination thereof. This Agreement shall not be construed as a firm commitment or guarantee of financing which shall be on a “'"best efforts” " basis only. VFIN shall obtain the written consent of Company prior to contacting any potential participants in a proposed Advisory, Transaction or Financing. The decision to consummate a an Advisory relationship, Transaction and/or Financing shall be in the Company’s 's sole and absolute discretion, and no compensation shall be due under this agreement unless the Company notifies VFIN in writing that it wishes to utilizes its services. b) b. VFIN shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement or to spend any minimum amount of time in providing such services. VFIN does not provide tax, accounting or legal advice. , Public offerings, if any, shall be subject to a separate agreement and are expressly not addressed in this Agreement. c) c. VFIN shall render such other financial advisory and investment banking services as may from time to time be agreed upon in writing by VFIN and Company (e.g., fairness opinions, business plans, etc.). The fees payable for any such other services shall be customary investment banking fees to be mutually agreed upon based upon the nature nature, type and type scope of such services to be rendered.

Engagement; Nature of Services. a) Company hereby engages VFIN as Company’s non-exclusive financial advisor to render financial and other general advice as an investment banker, including, without limitation, advice relating to “Transactions” and/or “Financings” and similar matters, as may be reasonably requested by Company. In that regard, VFIN will assist Company in identifying, analyzing, structuring, negotiating and obtaining sources of financing for suitable business opportunities which Company may take advantage of by purchase or sale of stock or assets, assumption of liabilities, merger, consolidation, tender offer, strategic relationship, joint venture, franchise agreement, licensing agreement, royalty agreement, financing arrangement or any similar transaction or combination thereof. This Agreement shall not be construed as a firm commitment or guarantee of financing which shall be on a “best efforts” basis only. VFIN shall obtain the consent of Company prior to contacting any potential participants in a proposed Transaction or Financing. The decision to utilize VFIN’s services on a Transaction or consummate a Transaction and/or Financing shall be in the Company’s sole and absolute discretion, and no compensation shall be due under this agreement unless the Company notifies VFIN in writing that it wishes to utilizes its services. b) VFIN shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement or to spend any minimum amount of time in providing such services. VFIN does not provide tax, accounting or legal advice. Public offerings, if any, shall be subject to a separate agreement and are expressly not addressed in this Agreement. c) VFIN shall render such other financial advisory and investment banking services as may from time to time be agreed upon in writing by VFIN and Company (e.g., fairness opinions, business plans, etc.). The fees payable for any such other services shall be customary investment banking fees to be mutually agreed upon based upon the nature and type of such services to be rendered.

Engagement; Nature of Services. a) Company hereby engages VFIN as Company’s non-exclusive financial advisor to render financial and other general advice as an investment banker, including, without limitation, advice relating to “Advisory”, “Transactions” ”, and/or “Financings” and similar matters, as may be reasonably requested by Company. In that regard, VFIN will assist Company in the identification of suitable auditors and council, the establishment of a Company office in the United States, the incorporation of the Company in the United States, the listing of the Company shares in the United States, the restructuring of the capital structure of the Company and similar matters, as may be reasonably requested by Company. In that regard, VFIN will, once the Company’s shares have been listed in the Over The Counter Bulletin Board Exchange or better, assist the Company in identifying, analyzing, structuring, structuring and negotiating and obtaining sources of financing for suitable business opportunities which Company may take advantage of by purchase or sale of stock or assets, assumption of liabilities, merger, consolidation, tender offer, strategic relationship, joint venture, franchise agreement, licensing agreement, royalty agreement, financing arrangement or any similar transaction or combination thereof. This Agreement shall not be construed as a firm commitment or guarantee of financing which shall be on a “best efforts” basis only. VFIN shall obtain the consent of Company prior to contacting any potential participants in a proposed Transaction Advisory, Transaction, or Financing. The decision to consummate a an Advisory relationship, Transaction and/or Financing shall be in the Company’s sole and absolute discretion, and no compensation shall be due under this agreement unless the Company notifies VFIN in writing that it wishes to utilizes its services. b) VFIN shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement or to spend any minimum amount of time in providing such services. VFIN does not provide tax, accounting or legal advice. Public offerings, if any, shall be subject to a separate agreement and are expressly not addressed in this Agreement. c) VFIN shall render such other financial Financial advisory and investment banking services as may from time to time be agreed upon in writing by VFIN and Company (e.g., e.g. fairness opinions, business plans, etc.). ) The fees payable for any such other services shall be customary investment banking fees to be mutually agreed upon based upon the nature and type of such services to be rendered.