Services Provided Contract Clauses (32)

Services Provided. Following its engagement. Tiber Creek and its affiliates will: 1.1. Discuss with Franklin the structure of the Transactions and actions to be taken by Franklin in preparation for the completion of the Transactions; 1.2. Transfer control of the Reporting Company to Franklin; 1.3. Prepare the agreement for the acquisition of Franklin by the Reporting Company by merger, stock-for-stock exchange or stock-for-asset exchange as directed by Franklin ("Business Combination Agreement"); 1.4. Combine Fran...klin with the Reporting Company ("the Business Combination") 1.5. If requested, prepare an offering memorandum for a private placement of securities under Regulation D of the General Rules and Regulations of the Securities and Exchange Commission; 1.6. Prepare and file with the Securities and Exchange Commission Forms 8-K describing the change in control of the Reporting Company and the Business Combination, as each occurs; 1.7. Following the Business Combination, prepare and file with the Securities and Exchange Commission an appropriate form of registration statement under the Securities Act of 1933 ("Registration Statement") and all required amendments registering such securities of the Reporting Company as Franklin shall designate: 1.8. Provide for the filing by a market maker of a Form 15c-211 for the quotation or listing of Franklin's securities for public trading on stock exchanges for which its securities are then eligible; 1.9. Assist in establishing and maintaining relationships with market makers and broker-dealers. 1.10. Take other actions it considers appropriate to completion of the Transactions as contemplated by this agreement. Agreement with Tiber Creek Corporation Page Number 2 2. Business Combination. 2.1. Tiber Creek will provide, at its expense, the Reporting Company. which will have audited financial statements showing no material assets or liabilities, which will have registered its common stock under §12(g) of the Securities Exchange Act of 1934 ("the 1934 Act"), and which will be current in its reporting requirements under §13 of the 1934 Act. 2.2. The Reporting Company will have authorized capital of 100,000,000 shares of common stock, $.0001 par value per share, and 20,000,000 shares of preferred stock, $.0001 par value per share, of which 20,000,000 common shares have been issued. There will be no preferred shares issued or outstanding and there are no outstanding warrants options or other rights that if exercised could results in the issuance of additional shares of either common or preferred stock. 2.3. Following the change in control of the Reporting Company there will be issued the amount of common stock and other securities of the Reporting Company as shall be designated by Franklin. The officers and directors selected by Franklin will become the officers and directors of the Reporting Company. The name of the Reporting Company following the change in control will be chosen by Franklin. 2.4. The existing shareholders of the Reporting Company will retain 500,000 common shares of the Reporting Company ("the Shareholder Shares"). The remaining outstanding common shares will be returned to the Reporting Company. The Shareholder Shares shall be included in the Registration Statement. 2.5. The Reporting Company will not at any time take or allow any action (whether by reverse stock split or otherwise) which would have the effect of reducing the absolute number of the Shareholder Shares. 2.6. Nothing in this agreement shall prevent the Reporting Company from diluting the stock ownership of the existing shareholders by issuing additional common stock to other persons at any time. View More