Agreement
Between
ADAR International Inc and Xx. Xxxxxx X. Xxxxx (hereinafter ADAR) of 00 Xxxxx
Xxxxx, Xxxxxxx, XX 00000, XXX
And
Swiftnet Ltd (hereinafter Swiftnet) of Britannia House, 000 Xxxx Xxxx, Xxxxxx
X00 0XX, Xxxxxx Xxxxxxx
1. The Objective
To "Go Public" by first becoming a SEC reporting company and then getting
listed for trading on the OTC Bulletin Board. At the end of the process
xxxxx.xxx Inc. (or some other name that Swiftnet will choose) will be publicly
traded on the OTC Bulletin Boarld and own a controlling interest up to 100
percent of Swiftnet (as decided by Swiftnet). After the merger, Swiftnet's
shareholders or nominees will control 96 Percent of xxxxx.xxx and ADAR or
nominees will contro1 4 percent of Xxxxx.xxx.
2. The Service
ADAR will provide the necessary management services necessary to accomplish
the objectives above under the Private Label Public Shell/Private IPO Program
(attachment A- statement of work).™
3. The suggested company (the future xxxxx.xxx)
The company has SEC-Qualified audited financial statements which attest to the
"clean" state of its affairs.
The company has 50,000,000 Common Shares and 20,000,000 Preferred Shares
authorized.
There will be no unknown shareholders in the company.
The Company will have 2 stockholders before the merger.
Swiftnet will have a complete picture and will know where all stock and float is
located.
The company will change its name to xxxxx.xxx inc. before the merger.
4. Fees and expenses
ADAR will pay all expenses in the process (including all expenses under
this agreement and attachment A) excluding the SEC filing Fee, State filing fee,
Transfer agent, Edgarization, Swiftnet attorney (not SEC work) and CUSIP number
fee. ADAR represents that the extraneous fees (which means fees in addition to
what ADAR is paying) shall be as stated at the time of this agreement. ***See
attached.
Swiftnet will pay ADAR 135,000 US Dollars. It is payable in four
installments, the first of $10,000 due upon signing of this agreement. $40,000
after the submission of the questionnaire by Swiftnet and initiation of the
process by ADAR (the latest), $40,000 when the SEC registration statements are
filed and the final $45,000 is paid immediately before the final SCC amendment
is filed, which payment will be held in the lawyers trust account until
xxxxx.xxx is trading on the OTC Bulletin Board. However, at Swiftnet's option it
may pay the final payment when xxxxx.xxx starts trading on the OTC Bulletin
Board. However, if the later option is taken by Swiftnet ADAR shall retain an
amount of shares equal to twenty percent of the total outstanding until the
final payment is received by ADAR, which can be sold to pay the unpaid fee if
Swiftnet does not pay the fee within 7 days after the stock of the company is
trading. All payments under this agreement will be paid directly to the trust
fund of Xxxxxxx Xxxxxxx ESQ.
ADAR or nominees will retain directly or indirectly 4% of the total issued
and outstounding stock on a fully diluted basis after the merger closes. ADAR
will reverse split the stock such that at the time of the merger, it will own no
more than the agreed upon percentage of shares. These shares are non-dilutive
due to any reverse split or additional stock issuance that are without capital
raise or other value (like acquisitions of companies, mergers etc.) for a period
of 12 months after the merger closes.
5. Guarantee
The parties agree that upon receipt of the completed questionnaire, ADAR shall
advise Swiftnet if ADAR in its sole opinion cannot complete the agreement and if
so all fees will be returned to Swiftnet forthwith.
If ADAR is not able to complete the agreement after failing to notify Swiftnet
as stated above, it shall return all funds paid by Swiftnet, provided that no
material misstatement was made, nor any material fact was omitted from the
questionnaire submitted by Swiftnet to ADAR. Notwithstanding this, should the
inability to proceed be caused by an ACT of God, Legislative or regulatory
change, ADAR agrees to return all funds. If for any reason Swiftnet cancels the
engagement after paying the first payment, all fees including the initial and
any subsequent payments previously received will be retained.
Performance for the purpose of this agreement means the full accomplishment
of the agreement objectives and conditions (section 2 to 5) and all items
described in attachment A (statement of work and proposed schedule).
Signed by ADAR: Signed by Swiftnet:
Name:__________________________ Name:__________________________
Title:_________________________ Title:_________________________
Date:__________________________ Date:__________________________
Signature:_____________________ Signature:_____________________
Attachment A -Statement of work (Private Label Public Shell/Private IPO
Program. ™)
Our above captioned company (future xxxxx.xxx) has SEC-Qualified audited
financial statements which attest to the "clean" state of its affairs. It has
50,000,000 Common Shares and 20,000,000 Preferred Shares authorized.
We currently have 2 stockholders. (There will be no unknown shareholders in the
company, as you shall acquire it. ) You will have a complete picture and will
know where all stock and float is located.
We will make all stock sold in the private placement free trading after the SEC
clears our filing and the merger closes. Of course, officers, directors and
insiders will always be subject to Rule 144 resale restrictions.
Our SEC counsel will prepare the necessary SEC filing and legal opinion.
While waiting for SEC comments, we will begin to assemble the Form 211 Filing
Package to submit to the Market Maker for filing with the NASD. We will send
this to the Market Maker for his review as soon as it is prepared, which usually
takes about a week. The Market Maker will submit the 211 to the NASD as soon as
the filing package is completed.
Before we close the merger, we will change our state of incorporation to the
state you are currently incorporated in and adopt your articles and bylaws.
When the merger closes, you will be listed and shortly thereafter trading on the
OTC Bulletin Board.
We work with the most respected Market Maker on the OTC Bulletin Board. He was
recently invited by the Chairman of the NASD to be the only market maker at the
NASD's first ever, private roundtable on the future of the bulletin board. He
files between 60-120 Form 211's each year and trades between 150-250 bulletin
board companies at any one time. He does not charge any cash or stock to file
the Form 211.
We provide a business writer to assist in completing our Due Diligence
Questionnaire and writing your business section.
Our SEC Due Diligence Accountants to review filing just after it is made, write
your MD&A section and make suggested corrections to Amendment 1 to the SEC
filing which will be filed before the SEC staff starts their review.
Proposed Process/Schedule
-Signing of engagement letter,
-Payment Schedule 1 -$10,000*
-Preparing a merger agreement
-Questionnaire on Swiftnet
-Payment Schedule 2 -$40,000*
-Business Writer assists in completing Due Diligence Questionnaire and
writing the business section.
-If Swiftnet requests that Xxxxxxx Xxxx should travel to its premises it
will pay his travel expenses*
-SEC counsel will prepare the necessary SEC filing and legal opinion,
-Accountants review the SEC filing before it is filed.
-Completion of three years of Audited Accounts (SEC Approved)
-Payment Schedule 3 -$40,000
-SEC Registration (+ Filling fee)*
-SEC Due Diligence Accountants to review filing just after it is made,
write the --
-MD&A section and make suggested corrections to Amendment 1 to the SEC
filing which will be filed before the SEC staff starts their review.
-Assembling of Form 211 Filing Package to submit to the Market Maker for
comments and future filing with the NASD
-Receive and clear SEC comments
-Final SEC comment letter
-Change of name to xxxxx.xxx. Change incorporation state and adaptation
of articles and bylaws.
-Close the Merger
-Market Maker submits the 211 to the NASD
-Receive and clear NASD comments
-S&P On-Going Listing 1st year
-Transfer Agent *
-CUSIP Number *
-State filings*
-Edgarization*
-Initiation of trading on the OTC Bulletin Board
-On going market maker copy expenses for prospectuses as requires by
NASD after the share begins trading*
All processes above will be paid for by ADAR unless a "*" sign appears next to
the activity, as more particularly set forth below.
EXPENSE (Your expenses in bold) {*Optional} AMOUNT
SEC Accountant $2,500 (no activity ever)
-$25,000+
Business Writer to assist in completing Xxxxxxx Xxxx. If you wish him
our Due Diligence Questionnaire and to visit your office to assist
writing your business section. (His fee is you, you must pay all his
our expense. travel expenses.
Edgarization $2,500- $10,000+. We recommend
Xxxxx Xxxxxx, our SEC
accountant, at 813.831.9348.
Xx. Xxxxxx and his firm will
also consider becoming your
SEC Accountant. However, when
you start trading, they will
usually replace our SEC Due
Diligence Accountant (see
below) and stay with you on a
consulting basis.
*506 Blue Sky (needed only if you do Attorney Fees -$200-500 per
a 506 offering) state
Filing fee $0-1,500 per state
506 Legal Opinion (needed only if you Note: You can cut and paste
want to remove the disclaimer about my SEC filing into a 506, but
my not providing any due diligence I don't provide a legal
or opinion from the cover page opinion. If you want one, you
of the 506 offering memorandum) will have to pay separately.
This can cost $10,000- $25,000.
Our SEC Due Diligence Accountants If you want, these accountants
to review filing just after it is will probably stay on after
made, write your MD&A section you start trading and write
and make suggested corrections all of your SEC reports plus
to Amendment 1 to the SEC filing assure that your books are
which will be filed before the kept in such a way as to
SEC staff starts their review. minimize your on-going SEC
(Our expense) audit fees.
SEC filing fee Less than $1,000, unless you
have substantial assets.
Transfer Agent Usually about $1,500-3,000
to set up and issue initial
shareholder list. On-going
costs vary.
Your SEC counsel (We will supply Other non-SEC work, such as
you with at least 3 references. drafting agreements, will be
You can pick the one you like, done for a separate fee at your
or ask for more references. The expense. If you want, this
fee to clear SEC comments is counsel will continue to
covered by a reduction in our fee.) represent you after you start
trading.
*Investor Relations/Public Relations Firms Not required. Fees vary widely.
S&P Listing Necessary for secondary
trading. First year -$5,000.
Follow on years approximately
$2,500. Note: This only covers
24 states. For additional
states, Blue Sky filings must
be made. If you are interested,
we will refer you to Blue Sky
counsel who can give you
additional details.
Printing The SEC may require you to
print and deliver selling
stockholder prospectuses. The
cost should be $5,000 or more,
depending on the number of
sellers.
CUSIP Number Less than $250
