Exhibit 10.5
World Roller Alliance, Inc.
AGREEMENT FOR SERVICES
WHEREAS World Roller Alliance, Inc. (the "Client"), desires to secure fully
reporting status with the Securities and Exchange Commission of the United
States and likewise secure public listing on OTC-BB;
WHEREAS the Company proposes that Action Stocks, Inc. ("ACTION STOCKS,
INC.") coordinate the process via the performance of certain services to include
corporate documentation and filing services for the Client in conjunction with
public listing on OTC-BB®
and the development of a Registration Statement for
the purposes of satisfying the Securities and Exchange Act(s) of 1933 and/or
1934, as amended, (and other applicable rules and regulations of the Securities
Exchange Commission or State Securities Divisions (Blue Sky Laws) thereunder
(collectively called the "Regulations"));
WHEREAS ACTION STOCKS, INC. desires to perform such services for the
Company;
THEREFORE, the parties hereto mutually covenant and agree as follows.
1. Duties of ACTION STOCKS, INC.: ACTION STOCKS, INC. will provide the
services as outlined below. These services include:
(a) "Transfer Agent"- assist the client in setting up account with proper
transfer agent. Assist in consulting the client with the issuance of stock to
shareholders.
(b) "Form 211 Development" - the compilation and preparation of Form 211 in
satisfaction of Rule 15(c)211 of the Exchange Act of 1934 to be filed with the
NASD, by the appropriate licensed market maker of ACTION STOCKS, INC., as the
original application for listing of the securities of the Client on the OTC-BB.
Included under this subparagraph are the following documents and services:
- Form 211 Disclosure Document;
- Appropriate Exhibits;
- Application and Coordination Work with a Transfer Agent; and
- Financial Statement Audit Coordination.
(c) "Market Maker Introduction" - assist the Client with identifying
appropriate and duly licensed level three market makers who may file the
Client's Form 211 with the NASD for the listing of the Client's securities on
the OTC-BB;
(d) "NASD Comment Letter Support" - assist the Client in answering any and
all comment letters from the NASD incident to the filing of the Client's Form
211 as outlined above;
(e) "Edgarization"- ACTION STOCKS, INC. will set up and file appropriate
forms with the client's Xxxxx xxxxx. ACTION STOCKS, INC. will cover all costs
associated with SEC filings.
(f) "Financing"- Once publicly traded ACTION STOCKS, INC. will assist in
raising additional financing.
(g) "Market Support"- Once publicly traded ACTION STOCKS, INC. will be
engaged to provide their standard three month promotional campaign.
2. Optional Services: "Standard & Poor's - Market Access Service" - the
preparation of the initial application and subsequent follow up (i.e. point of
contact) to have the Client listed with Standard & Poor's Corporation
Records ("S&P") to enable the Client's shareholders to qualify for the Blue
Sky Manual Exemption in up to thirty-eight states for all non-issuer
transactions. ACTION STOCKS, INC. will also oversee the filing of such state
non-issuer exemption notice filings upon listing in S&P.
3. Client to Provide Information: Client agrees to provide ACTION STOCKS,
INC. with any information and documents as may be requested by ACTION STOCKS,
INC. in connection with the services to be performed for Client. Client shall
provide ACTION STOCKS, INC. with an overnight express or similar account number
(FedEx, Airborne Express, UPS, DHL, etc...) which will be used by ACTION STOCKS,
INC. when sending any documentation related to Client's contract with ACTION
STOCKS, INC. (see other expenses). Client shall be solely responsible for the
accuracy of the information and representations contained in any documents to be
prepared by ACTION STOCKS, INC. on behalf of Client. Any filings which receive
"deficiency" or "comment" notices from a regulatory agency due to insufficient,
incorrect or conflicting information or otherwise requiring further
clarification, shall be forwarded to ACTION STOCKS, INC. and shall be addressed
in conjunction with the additional information or assistance provided by the
client. Additionally, all required documents, which include audited financial
statements of the Client, must be furnished to ACTION STOCKS, INC. by the Client
in a timely fashion when required as a part of the services to be provided to
the Client by ACTION STOCKS, INC. pursuant to the terms of this Agreement.
4. Compensation: Client shall provide $5,000 USD and 10% equity of common
stock of the Client - which shall be registered in the SB-2 filing - as
compensation to ACTION STOCKS, INC. for the services provided and described
herein. ACTION STOCKS, INC.'s compensation shall consist of and be disbursed as
follows:
- Client disburses and ACTION STOCKS, INC. collects
payment of $5,000 USD upon the execution of this Agreement;
- Client disburses and ACTION STOCKS, INC. collects 10%
equity of the outstanding stock of the Client (post-merger) - which shall be
registered in the SB-2 filing;
5. Timely review by client: The Client hereby acknowledges that part and
parcel of the public listing process mandates a prudent and timely review of
documentation on its part. The client warrants that it shall take reasonably
steps necessary to expeditiously review and authorization any and all
documentation submitted to it by ACTION STOCKS, INC. and ACTION STOCKS, INC.
shall not responsible for any delays caused directly or indirectly by the
client. Likewise, ACTION STOCKS, INC. is not responsible for any delays which
may arise as a result of pendency before regulatory authorities including the
SEC, the NASD, or State regulatory authorities. ACTION STOCKS, INC. assumes no
responsibility for any occurrences beyond its control, including but not limited
to federal or state filing backlogs or agency computer breakdowns, which may
result in processing delays. ACTION STOCKS, INC. will use its best efforts to
secure registration for Client but cannot guarantee that any registration will
be granted; however, in the event that the failure to obtain a registration is
directly attributable to an error or oversight on the part of ACTION STOCKS,
INC., ACTION STOCKS, INC. will use its best efforts to resolve the problem at no
additional expense to Client. In no event will ACTION STOCKS, INC. be liable for
actual, incidental, consequential, related or any other type of damages, in any
amount, attributable to such error or oversight on the part of the Client.
7. Representations and Warranties of the Company. The Company represents
and warrants to ACTION STOCKS, INC. that:
- When any documentation pertaining to the Client Company
is drafted and finalized, and at all times subsequent thereto up to and
including the termination of this Agreement, the documentation and any
amendments thereto will comply in all material respects with the provisions of
the Act (and the Rules and Regulations) (as promulgated by state and/or federal
regulatory authorities) and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and the documents
supplied to ACTION STOCKS, INC. by the Company - and any supplements thereto
will not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
- It is expressly understood and expected by both parties
and expressly warranted by the Company that any documentation which preparation
is facilitated by ACTION STOCKS, INC. or any documentation filed by ACTION
STOCKS, INC. and referred to herein, shall be reviewed by the Company or its
appointees of sufficient competence for any material deficiencies in such a
manner as to ensure accuracy and full and fair disclosure. The Company warrants
that it shall take prudent steps necessary to ensure that any such documentation
contain no material misrepresentations or omissions and hereby acknowledges that
ACTION STOCKS, INC. is not responsible for ensuring the accuracy or sufficiency
of any documentation or disclosures therein.
- The Securities of the Company conform - in all
material respects - to the description thereof contained in the relevant
documentation provided by the Client.
- There is no material litigation or governmental
proceeding pending, to which the Company (or any subsidiary) is a party or
of which any of its property is the subject, and, to the best of the
Company's knowledge, no such proceeding is threatened or contemplated. No
contract or document of a character required to be described in any formal
filing is not so described or filed as required.
- This Agreement has been duly authorized, executed
and delivered on behalf of the Company and is a valid and binding
obligation of the Company, except as rights to indemnity and contribution
hereunder may be limited under applicable law.
- No stop order suspending the effectiveness of the
efforts anticipated by this Agreement has been issued and no proceedings
for that purpose have been taken or are pending or, to the knowledge of the
Company, threatened by the Commission.
- The Company has good and marketable title to all
properties and assets described in the documentation as owned by it, free and
clear of all security interests, liens, charges, encumbrances or restrictions,
except such as are described or referred to in the documentation or are not
materially significant or important in relation to the business of the Company,
and its subsidiaries, taken as a whole, except as described in the
documentation.
- Indemnification and Contribution. (a) The Company agrees
to indemnify and hold harmless ACTION STOCKS, INC., its officers and directors,
and each person, if any, who controls ACTION STOCKS, INC. within the meaning of
either Section 15 of the Act or Section 20 of the Securities Exchange Act of
1934, and any agents or employees of ACTION STOCKS, INC., from and against any
and all losses, claims, damages and liabilities caused by any untrue statement
or alleged untrue statement of a material fact contained in any formal filing or
offering document or supplemental documentation caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by virtue
of any failure to comply with federal and/or state securities rules and
regulations. Such indemnification includes any and all costs incident to such
legal claims as may be made against ACTION STOCKS, INC. from any claim arising
from the scope of the activities contemplated in this Agreement.
8. Independent Contractor Status: ACTION STOCKS, INC. shall perform its
services under this contract as an independent contractor and not as an employee
of Client or an affiliate thereof. It is expressly understood and agreed to by
the parties hereto that ACTION STOCKS, INC. shall have no authority to act for,
or represent or bind Client or any affiliate thereof in any manner, except as
provided for expressly in this Agreement or in writing by Client.
9. Late Fees: Any ACTION STOCKS, INC. invoice not paid within thirty (30)
days of such billing is subject to a 1.5% monthly interest charge. ACTION
STOCKS, INC. reserves the right to use any and all means of collection available
under applicable law to collect any amount past due.
10. Amendment and Modification: Subject to applicable law, this Agreement
may be amended, modified or supplemented only by a written agreement signed by
both parties. No oral modifications to this Agreement may be made. 11. Entire
Agreement: This Agreement contains the entire understanding between and among
the parties and supersedes any prior understandings and agreements among them
respecting the subject matter of this Agreement. The failure by ACTION STOCKS,
INC. to insist on strict performance of any term or condition contained in this
Agreement shall not be construed by Client as a waiver, at any time, of any
rights, remedies or indemnifications, all of which shall remain in full force
and effect from time of execution through eternity.
12. Binding Effect: This Agreement shall be binding upon the heirs,
executors, administrators, successors and permitted assigns of the parties
hereto. Client shall not assign its rights or delegate its duties under any term
or condition set forth in this Agreement without the prior written consent of
ACTION STOCKS, INC.
13. Attorney's Fees: In the event an arbitration, mediation, suit or action
is brought by any party under this Agreement to enforce any of its terms, or in
any appeal therefrom, it is agreed that the prevailing party shall be entitled
to reasonable attorney's fees to be fixed by the arbitrator, mediator, trial
court and/or appellate court.
14. Severability: If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
never comprised a part hereof; and the remaining provisions hereof shall remain
in full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom. Furthermore, in lieu of
such illegal, invalid and unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in nature in its
terms to such illegal, invalid or unenforceable provision as may be legal, valid
and enforceable.
15. Governing Law: This Agreement shall be governed by the laws of the
State of California, and the venue for the resolution of any dispute arising
thereof shall be in San Diego, State of California.
16. Legal Counsel: Client further agrees and understands that although
documents and filings may be compiled or filed by ACTION STOCKS, INC., ACTION
STOCKS, INC. has not and does not render legal advice or offer legal assistance.
All requests for legal advice by clients of ACTION STOCKS, INC. will be referred
to appropriate legal counsel for the Client as retained by the client for a
proper legal opinion. Accordingly, no statements or representations by ACTION
STOCKS, INC. should be construed to be legal advice of counsel, and ACTION
STOCKS, INC. advises Client to consult with its own counsel regarding the
sufficiency of disclosures and/or compliance with applicable rules and
regulations.
17. Broker-Dealer/Underwriter. Client acknowledges that ACTION STOCKS, INC.
is not a broker-dealer or underwriter and does not provide services directly or
indirectly related to the offering, issuance or sale of securities. ACTION
STOCKS, INC., pursuant to this Agreement, is charged with assisting the client
in compiling requisite information and documentation in such a manner as to
facilitate the services rendered by duly licensed broker dealers and/or
competent legal counsel and to further assist the client in filing such
documentation as necessary. Finally, ACTION STOCKS, INC. is responsible for
coordinating the activities contemplated herein in an expeditious, efficient
manner for the benefit of the client and its anticipated endeavors as outline
herein. Any and all compensation rendered by ACTION STOCKS, INC. by virtue of
its performance of services delineated in this Agreement is entirely independent
of any securities related transaction(s) offerings, issuances, broker-dealer, or
legal related services which other parties anticipated to be involved in the
activities contemplated herein may engage. No commissions or transaction based
compensation derived from the sale of securities is payable to ACTION STOCKS,
INC. No broker-dealer or underwriter related services are to be performed by
ACTION STOCKS, INC. as such services are to be performed by the appropriate duly
licensed brokerage firm engaged by the Client to perform such services.
18. Post-Registration Responsibilities: Client understands and acknowledges
by the acceptance of this Agreement that all post-registration periodic or
special reports are the responsibility of the Client unless otherwise agreed to
in writing by ACTION STOCKS, INC.
19. Effective Date of Agreement and Termination. This Agreement shall
become effective upon execution by both parties and shall terminate one hundred
eighty (180) days from the effective date of this Agreement. IN WITNESS THEREOF,
the parties have caused this Agreement to be duly executed, as of the day and
year set out below.
World Roller Alliance, Inc.
0000 XX 00xx Xxxxxx, Xxxxx 00
Xxxxxxxxx Xxxxx, XX. 00000
By: ____________________________________ ________________
DATE
Action Stocks, Inc.
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxxxxx. 00000
By: ____________________________________ ________________
DATE
