CORPORATE FINANCE ADVISORY SERVICES AGREEMENT
XXXXXXXXX
CAPITAL INC. [“XXXXXXXXX”] hereby agrees to provide to Titan Holdings, Inc. [the
“Company”] corporate finance advisory services specifically and primarily
designed to achieve the Company’s corporate finance objectives, specifically to
result in the Company’s shares [or the shares of a successor entity controlled
by the Company or its shareholders] becoming publicly-traded in the United
States.
Specifically,
XXXXXXXXX’x services shall include the identification of an appropriate merger
candidate that is positioned to become publicly traded.
1. General
Summary of Advisory Services
XXXXXXXXX
agrees to provide to the Company general advisory services, which shall
include:
| · |
Determination
of corporate finance strategy
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| · |
Assistance
in the selection of an auditing
firm
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| · |
Assistance
in the selection of US securities
counsel
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| · |
Assistance
in coordinating with legal counsel, the auditor and other experts
in the
preparation and filing of a Registration Statement for the Company
[or its
successors] to be filed with the US Securities & Exchange Commission
[“SEC”] and other regulatory filings for an Initial Public Offering
[IPO]
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| · |
Assistance
in the selection of a US NASD member broker-dealer to become
the underwriter of the “IPO”.
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| · |
Assistance
in determining the appropriate Trading Facility for the Company’s shares,
and the preparation and filing of a listing application or 15c2-11
with a
Trading Facility. In the event that a 15c2-11 is to be filed, arrangements
will be made with a NASD member broker-deal to file the
15c-2211.
|
The
objective of the IPO will
not
be to
raise a substantial sum of capital, but instead to offer a limited number of
shares to the public so that the Company [or its successor] has a shareholder
base of approximately
200 shareholders holding “round lots” [e.g. 100 shares]. The Company will be
positioned to have its shares listed on the DTC Bulletin Board, Nasdaq, the
American Stock Exchange, or New York Stock Exchange [the “Trading Facility”],
with the appropriate Trading Facility to be determined by the Company, and
the
Company [or its successor] meeting the listing requirements of the Trading
Facility.
The
services to be provided by XXXXXXXXX under this Agreement end upon the Company’s
shares becoming publicly-traded in the US, with the cost for any services to
be
provided to Company by XXXXXXXXX to be negotiated between the Company and
XXXXXXXXX.
2.
Costs for Advisory Services
The
Company agrees to pay to XXXXXXXXX for the advisory services to be provided
by
XXXXXXXXX the following fees based on certain
benchmarks being reached:
| · |
US$15,000
upon the execution of this Agreement and prior to the initiation
of any
services by XXXXXXXXX
|
| · |
US$35,000
upon the selection of a US securities
attorney.
|
| · |
US$50,000
upon the filing of a Registration Statement with the US Securities
&
Exchange Commission [SEC].
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| · |
$20,000
upon the Registration Statement being declared effective by the SEC,
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| · |
$40,000
upon the commencement of trading of the Company’s
shares.
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The
advisory services to be provided by XXXXXXXXX shall commence upon the receipt
by
XXXXXXXXX of an executed copy of this Advisory Services Agreement and the
payment by the Company to XXXXXXXXX of the initial financial advisory
fee.
In
the
event that any payments due under this Agreement are not paid when due,
XXXXXXXXX shall have the option of immediately stopping its services until
such
time as the past due payments are made.
3.
Disclosure
Additionally,
it is acknowledged that XXXXXXXXX, and/or an affiliate of XXXXXXXXX will be
entering or has entered into a services agreement with a newly-formed Maryland
or Delaware corporation [“NEWCO”], and will be assisting NEWCO with the
identification and negotiation of an appropriate privately-held company to
be
merged into or acquired by NEWCO. It is anticipated that NEWCO will be the
entity that will acquire, merge with or otherwise combine with, the Company,
and
that NEWCO will be the company that will become the publicly traded entity.
NEWCO will be compensating XXXXXXXXX, and/or an affiliate of XXXXXXXXX and
based
on the estimate of the number of shares to be outstanding upon the completion
of
the IPO in an amount estimated to represent 10% of the shares of NEWCO
outstanding after the completion of the IPO. FREIDLAND, and/or an affiliate
of
XXXXXXXXX shall have the option to allocate all or a portion of these shares
to
other parties. NEWCO may also pay cash fees to Xxxxxxxxx, and/or an affiliate
of
XXXXXXXX.
4.
Representation and Warranties
| 4.1 |
The
Company represents and warrants to XXXXXXXXX as follows: [i] The
Company
will be duly formed; [ii] the execution of this Agreement has been
duly
authorized by the Company and does not require the consent of or
notice to
any party not previously obtained or given, and [iii] the Company
shall
indemnify and save XXXXXXXXX harmless against any claims, damages,
liabilities and causes of action, including but not limited to reasonable
attorney fees, which arise by reason of the consulting services provided
by XXXXXXXXX hereunder, or by reason of an act XXXXXXXXX may do on
behalf
of, or at the request of the Company, provided that XXXXXXXXX’x actions
and activities in providing the advisory services hereunder, and
any such
act undertaken by XXXXXXXXX on behalf of, or at the request of the
Company, consistent with the provisions of this Agreement are undertaken
in good faith, and do not involve gross negligence or unlawful misconduct
by XXXXXXXXX.
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| 4.2 |
XXXXXXXXX
represents end warrants to the Company as follows: [i] XXXXXXXXX
has been
duly formed under the laws of the State of Colorado; [ii] the execution
of
this Agreement and the performance of XXXXXXXXX’X obligations hereunder
does not require the consent of or notice to any party not previously
obtained or given and there is nothing that prohibits or restricts
the
execution by XXXXXXXXX of this Agreement or its performance of its
obligations hereunder. attached
hereto.
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5.
Covenants
Each
of
XXXXXXXX and the Company covenants that it will diligently, skillfully and
in
good faith do and perform the acts and duties required herein.
2
6.
Miscellaneous
| 6.1 |
Notice
All notices, requests, demands, directions and other communications
[“Notices”] provided
for in this Agreement shall be in writing and shall be mailed or
delivered
personally or sent by facsimile to the applicable Party at the address
of
such Party set forth below in this Section 6.1. When mailed, each
such
Notice shall be sent by first class, certified mail, return receipt
requested, enclosed in a postage prepaid wrapper, and shall be effective
on the third business day after it has been deposited in the mail.
When
delivered personally, each such Notice shall be effective when on
the
first business day on which or after which it is delivered to the
address
for the respective Party set forth in this Section 6.1. When sent
by
facsimile, each such Notice shall be effective on the first business
day
on which or after which it is sent. Each such Notice shall be addressed
to
the Party to be notified as shown
below:
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THE
COMPANY:
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Titan
Holdings. Inc.
|
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Attention:
Xxxxx Xxxxxxx
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0000
X 000 X
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XXXXXX,
XX 00000
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Fax:
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XXXXXXXXX:
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XXXXXXXXX
CAPITAL INC.
|
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Attention:
Xxxxxxx X. Xxxxxxxxx, Managing Director
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00
Xxxxxx Xxxxxx, Xxxxx 00
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Xxxxxx,
XX 00000
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Fax:0-000-000-0000
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Either
Party may change its respective address for purposes of this Section 6.1 by
giving the other Party Notice of the new address in the manner set forth
above.
| 6.2 |
Severability
Whenever possible, each provision of this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable law.
If any
provision of this Agreement shall be or become prohibited or invalid
in
whole or in part for any reason whatsoever, that provision shall
be
ineffective only to the extent of such prohibition or invalidity
without
invalidating the remaining portion of that provision or the remaining
provisions of this Agreement.
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| 6.3 |
Non-Waiver
The waiver of any Party of a breach or a violation of any provision
of
this Agreement shall not operate or be
construed as a waiver of any subsequent breach or violation of any
provision of this Agreement.
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| 6.4 |
Amendment
No
amendment or modification of this Agreement shall be deemed effective
unless and until it has been executed in writing by the Parties to
this
Agreement. No term or condition of this Agreement shall be deemed
to have
been waived, nor shall there be any estoppel to enforce any provision
of
this Agreement, except by a written instrument that has been executed
by
the Party charged with such waiver or
estoppel.
|
| 6.5 |
Increment
This Agreement shall be binding upon all of the Parties, and it shall
benefit, respectively, each of the Parties, and their respective
employees, agents and successors. Except as expressly provided herein,
there are no third party beneficiaries to this Agreement, and this
Agreement shall not be assignable by any
party.
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| 6.6 |
Headings
The headings to this Agreement are for convenience only; they form
no part
of this Agreement and shall not affect its
interpretation.
|
| 6.7 |
Counterparts
This Agreement may be executed in one or more counterparts, all of
which
taken together shall constitute a single
instrument.
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3
| 6.8 |
Arbitration
Any controversy or claim arising out of or relating to this Agreement,
or
the breach thereof, shall be settled in Denver, Colorado by arbitration
[except as provided below], in accordance with the rules then obtaining,
of the American Arbitration Association [the “Association”]. If the
subject of the arbitration involves an intellectual property, corporate,
or bankruptcy matter, as determined by the Association, then the
arbitrator[s] shall have had experience in that subject. The Association
is authorized to make arrangements for this arbitration, to be held
under
these rules in any locality in the United States agreed upon by the
parties or as designated by the Association. In addition, in the
event of
a dispute for which the aggrieved party seeks immediate equitable
relief,
including without limitation an injunction, the appropriate action
may be
brought in any court with appropriate jurisdiction, provided that
any such
equitable relief shall be subject to modification by the court after
completion of arbitration of the dispute. This Agreement shall be
enforceable, and judgment upon any award rendered by all or a majority
of the arbitrators may be entered, in any court of any county having
jurisdiction.
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| 6.9 |
IN
WITNESS WHEREOF, the Parties have executed this Agreement, as of the dates
set
forth below.
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TITAN
HOLDINGS, INC.
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||
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/s/
Xxxxx Xxxxxxx
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Title
PRESIDENT
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Date
8/4/05
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XXXXX
XXXXXXX
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XXXXXXXXX
CAPITAL INC.
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||
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By:
/s/ Xxxxxxx X. Xxxxxxxxx
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8/04/05
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Xxxxxxx
X. Xxxxxxxxx, Managing Director
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Date
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4
