Attached files
| file | filename |
|---|---|
| S-1/A - CHRISTIAN STANLEY INC | v173925_s1a.htm |
| EX-10.6 - CHRISTIAN STANLEY INC | v173925_ex10-6.htm |
| EX-23.1 - CHRISTIAN STANLEY INC | v173925_ex23-1.htm |
| EX-10.3.1 - CHRISTIAN STANLEY INC | v173925_ex10-3x1.htm |
AGREEMENT
setting forth the terms and conditions upon which TIBER CREEK CORPORATION
("TCC") is engaged by CHRISTIAN STANLEY, INC. together with any successors
(collectively "Christian Stanley") to effect transactions ("the Transactions")
intended to cause Christian Stanley to become a public company (“Reporting
Company”) and to have its securities traded in the United States.
1. Services
Provided.
Following
its engagement, TCC and its affiliates will provide the following services in
regard to the Transactions.
1.1. Discuss
with Christian Stanley the structure of the Transactions and actions to be taken
by Christian Stanley in preparation for the completion of the
Transactions.
1.2. Recapitalize
or reincorporate Christian Stanley if required or appropriate.
1.3. 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 as Christian
Stanley shall designate.
1.4.
Advise and assist with applicable state “Blue Sky” requirements.
1.5. Advise
and assist on listing the securities of the Reporting Company for public trading
on stock exchanges for which its securities are then eligible.
1.6. Assist in
establishing and maintaining relationships with market makers and
broker-dealers.
1.7. Take
other actions required for completion of the Transactions as contemplated by
this agreement.
2. Additional
Services.
If
requested, TCC and its affiliates will perform any or all of the following
additional services:
2.1. Prepare
and file the ongoing reports required of United States public companies, such as
quarterly and annual reports.
2.2. Monitor
compliance with the requirements imposed on United States public companies, such
as timely and accurate disclosure.
2.3. Help
with items of value to public companies, such as stock options, executive
compensation agreements, and asset protection for principal executives and
shareholders.
2.4. Any
other services requested by Christian Stanley which TCC or its affiliates agree
to perform.
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Agreement
with Tiber Creek Corporation
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Page
Number 2
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3. Fee
for Transactions.
3.1. In
full satisfaction for the services of TCC and its affiliates in regard to the
Transactions as described in paragraph 1 of this agreement, Christian Stanley
will pay to TCC the amount of $100,000 as provided herein.
3.2. On
execution of this agreement, Christian Stanley will deposit $100,000 with
Cassidy & Associates, Washington, D.C. Cassidy & Associates
shall pay $50,000 to TCC upon the execution of this agreement, $25,000 upon
filing of the Registration Statement and $25,000 upon the effective date of the
Registration Statement. All payments will be deemed earned when paid or due to
TCC and are non-refundable.
4. Fee
for Additional Services.
4.1. In
satisfaction for the additional services of TCC and its affiliates, if any,
Christian Stanley will pay TCC at an hourly rate or fixed fee, as they may
agree.
4.2. No
additional services will be performed unless requested by Christian Stanley and
no charges will be made for any such additional services until TCC and Christian
Stanley shall have agreed in writing on the fees for such additional
services.
5. Stock
Interest.
5.1. TCC
will receive 250,000 common shares of the Reporting Company (“the TCC
Shares”). The TCC Shares shall be included in the registration
statement to be filed pursuant to this agreement.
5.2. If,
on the one year anniversary date of the execution of this agreement (“Reset
Date”) the market value of the Reporting Company’s shares is less than $1.00 per
share, the Reporting Company will issue to TCC additional shares
necessary to equal the difference between the market value of the TCC Shares and
$1.00 per share. A used herein, “market value” shall mean the average
closing bid of the Reporting Company’s common stock for the 30 days immediately
prior to the Reset Date. In the event that on the one year anniversary date the
common stock of the Reporting Company is not then trading, the Reset Date shall
be extended until the first date on which the Reporting Company’s common stock
shall have been trading for 30 days. Additional shares, if required, shall be
issued pursuant to an S-8 registration statement if available at that
time.
5.3. 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 TCC Shares.
6. Expenses.
6.1. TCC
and its affiliates will bear their expenses incurred in regard to the
Transactions, including, without limitation, travel, telephone, duplication and
postage.
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Agreement
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Number 3
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6.2.
Christian Stanley and the Reporting Company will pay their expenses in regard to
the Transactions, including, without limitation, Federal, state and stock
exchange filing fees, underwriting commissions, and accounting fees. TCC will
not incur any expenses on behalf of the Christian Stanley or the Reporting
Company unless permitted to do so in writing.
6.3. From
time to time, the achievement of certain results desired by the Reporting
Company, including the promotion of interest in its public securities, may be
enhanced by the services of other parties. These parties may include
consultants, advertising agencies, financial analysts and similar
persons who may, directly or indirectly, assist in creating interest in the
Reporting Company's securities. All compensation, costs and expenses
of such parties, if engaged by the Reporting Company, will be borne by
it.
7. Affiliates.
7.1. In
order to better carry out the Transactions, Tiber Creek may assign the
performance of all or parts of this agreement to one or more of its affiliates
or other persons, and pay such affiliates or other persons from the amounts
received by Tiber Creek under this agreement. An assignment will not
relieve Tiber Creek of any of its obligations under this agreement.
7.2. Christian
Stanley understands that legal services arising from this agreement will be
performed by the law firm of Cassidy & Associates, Washington, D.C., which
is an affiliate of Tiber Creek. Christian Stanley understands that
this agreement does not create any attorney relationship between Christian
Stanley and Cassidy & Associates.
8. Agreement
to Complete Transactions.
8.1. Christian
Stanley agrees that it will timely take all steps necessary to complete the
Transactions to include, without limitation, causing audited financial
statements to be prepared in proper form for the Reporting Company; obtaining
consents of the Board of Directors and the shareholders of Christian Stanley, as
required; causing all necessary documents to be properly and timely prepared,
executed, approved or ratified, and filed, as appropriate; making required
payments related to the registration and listing of the Reporting Company's
securities for public trading, including filing fees; and timely taking all
other actions reasonably required of it to complete the
Transactions.
8.2. In
the event that at any time prior to their completion Christian Stanley
determines not to continue with the Transactions, TCC hereby grants to Christian
Stanley the right to buy out the interest of TCC in this agreement on the terms
contained herein, in which case TCC agrees not to seek specific enforcement of
this agreement. In the event that Christian Stanley elects not to
continue with the Transactions (or if Christian Stanley does not timely take all
such steps and do all such things as may be reasonably required of it to
complete the Transactions) TCC will be entitled to (i) retain the securities in
Christian Stanley acquired or to be acquired by TCC or its affiliates under this
agreement as though the Transactions had occurred and (ii) receive in full all
payments to be due to it or its affiliates through and upon completion of the
Transactions as though those events had occurred. Upon payment of the
buyout fee provided for herein, all obligations of the parties under this
agreement will cease except for obligations which expressly or by their nature
survive termination.
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Agreement
with Tiber Creek Corporation
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Number 4
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9. Understandings
of the Christian Stanley as a Reporting Company.
9.1. Christian
Stanley understands the obligations and responsibilities that will arise in
regard to its becoming a Reporting Company and the trading of its securities in
the public market. Christian Stanley understands that in order to
achieve the greatest market interest in its securities it, its officers and its
directors, all or some, will be required to continuously interact with the
financial community. This interaction will include, without
limitation, timely filing of reports under the Securities Exchange Act of 1934,
including audited financial statements; annual reports to shareholders and
shareholder meetings; issuing periodic press releases; and meetings and
discussions with existing and prospective brokers, market makers, investment
bankers and institutions.
9.2. Christian
Stanley understands that the completion of the Transactions will not, in itself,
result in capital investment in the Reporting Company. The public
status of the Reporting Company and its introduction to market makers and others
in the financial community may result in investment
interest. However, investment interest will depend upon the success
of the Reporting Company, market conditions and other factors over which neither
TCC nor its affiliates have any control.
9.3. Christian
Stanley understands that the ultimate judgement of the financial community of
the investment merits of the Reporting Company will depend upon the Reporting
Company's ability to successfully carry out its business plans and operations,
to operate at a profit and similar business considerations. Christian
Stanley represents in good faith that it currently has no reason to believe that
it will not be able to complete the Transactions and to achieve its business
objectives.
9.4. Christian
Stanley understands that the first trading in the Reporting Company's securities
may be limited, and that to increase the amount, depth and market price of its
securities will require both time and effort by the Reporting Company to develop
relations with market makers and to create strong and stable trading of the
Reporting Company's securities.
10. Compliance
with Securities Law.
Under the
securities laws:
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Agreement
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Number 5
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10.1. Christian
Stanley and its affiliates will need to furnish all information and documents
concerning it and its affiliates required for the preparation and filing of the
Registration Statement by the Reporting Company which information must be
complete and accurate and not contain any material misstatement or omit any
material information.
10.2. The
Reporting Company must at all times observe and comply with Federal and state
securities laws, rules and regulations incident to the issuance and trading of
its securities and must take all steps reasonably required within its control to
prohibit any persons, whether or not affiliated with the Reporting Company, from
engaging in any transactions in contravention of such laws, rules and
regulations.
10.3. Christian
Stanley and its affiliates must not at any time knowingly engage in any activity
which would constitute a prohibited market manipulation of the securities of the
Reporting Company and will need to take all steps reasonably required within its
control to prohibit any officer, director, other affiliate, agent or employee
from engaging in such conduct.
10.4. The
Reporting Company should not issue any securities to any person for the
promotion or maintenance of a trading market in the Reporting Company’s
securities without first receiving an opinion of qualified counsel that such
issuance will be in accord with securities laws, rules and regulations and
should not, directly or indirectly, receive from such persons any capital by
loan, investment or otherwise resulting from the sale or pledge of
such securities.
10.5. For
not less than 36 months following execution of this agreement, the Reporting
Company should timely make all required Federal, state and other filings
necessary to allow the public trading of the Reporting Company's securities and,
if the Reporting Company's securities are then quoted on the Nasdaq Stock Market
or listed on any regional or national exchange, should take all actions
necessary to maintain such status for the Reporting Company's
securities.
11. Notices.
Any
notices required or permitted under this agreement shall be in writing and shall
be deemed to have been given when delivered by hand, certified mail (return
receipt requested) or commercial courier, such as FedEx, to the following
addresses or to such other addresses as may have been given to each party in the
manner provided for in this paragraph.
In the
case of Christian Stanley to
Christian
Stanley INC.
1537
Apache Drive
Suite
A
Chula
Vista, California 91917
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Agreement
with Tiber Creek Corporation
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Number 6
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In the
case of TCC to
Tiber
Creek Corporation
1504 R
Street N.W.
Washington,
D.C. 20009
12. Arbitration.
12.1. The
parties hereby agree that any and all claims (except only for requests for
injunctive or other equitable relief) whether existing now, in the past or in
the future as to which the parties or any affiliates may be adverse parties, and
whether arising out of this agreement or from any other cause, will be resolved
by arbitration before the American Arbitration Association.
12.2. The
parties hereby irrevocably consent to the jurisdiction of the American
Arbitration Association and the situs of the arbitration (and of any action for
injunctive or other equitable relief) within the District of Columbia or at such
other place where TCC may then may have its headquarters, provided only that
such place shall be within the United States. Any award in
arbitration may be entered in any domestic or foreign court having jurisdiction
over the enforcement of such awards.
12.3. The
law applicable to the arbitration and this agreement shall be that of the forum
where the arbitration is held, determined without regard to its provisions which
would otherwise apply to a question of conflict of laws.
12.4. The
arbitrator may, in its discretion, allow the parties to make reasonable
disclosure and discovery in regard to any matters which are the subject of the
arbitration and to compel compliance with such disclosure and discovery
order. The arbitrator may order the parties to comply with all or any
of the disclosure and discovery provisions of the Federal Rules of Civil
Procedure, as they then exist, as may be modified by the arbitrator consistent
with the desire to simplify the conduct and minimize the expense of the
arbitration.
12.5. Regardless
of any practices of arbitration to the contrary, the arbitrator will apply the
rules of contract and other law of the jurisdiction whose law applies to the
arbitration so that the decision of the arbitrator will be, as much as possible,
the same as if the dispute had been determined by a court of competent
jurisdiction.
12.6. Any
award or decision by the American Arbitration Association shall be final,
binding and non-appealable except as to errors of law or the failure of the
arbitrator to adhere to the arbitration provisions contained in this
agreement. Each party to the arbitration shall pay its own costs and
counsel fees except as specifically provided otherwise in this
agreement.
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Agreement
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Page
Number 7
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12.7. The
parties covenant that no party or any affiliate will file any action against any
other party or affiliate (except only requests for injunctive or other equitable
relief) in any forum other than before the American Arbitration Association, and
the parties agree that any such action, if filed, shall be dismissed upon
application and shall be referred for arbitration hereunder.
12.8. It
is the intention of the parties and their affiliates that all disputes of any
nature between them, whenever arising, whether in regard to this agreement or
any other matter, from whatever cause, based on whatever law, rule or
regulation, whether statutory or common law, and however characterized, be
decided by arbitration as provided herein and that no party or affiliate be
required to litigate in any other forum any disputes or other matters except for
requests for injunctive or equitable relief. This agreement shall be
interpreted in conformance with this stated intent of the parties and their
affiliates.
12.9. The
provisions for arbitration contained herein shall survive the termination of
this agreement for any reason.
13. Assignment.
In order
to better carry out the Transactions, TCC may assign all or parts of this
agreement provided that the assignee agrees to all the terms and conditions of
this agreement pertaining to such assignment. An assignment will not
relieve TCC of any of its obligations under this agreement.
14. Confidentiality.
As a
result of entering into this agreement the Parties may have access to
information which the parties regards as confidential and
proprietary. The parties agree that neither will, except as
reasonably required pursuant to this agreement, use itself, or divulge, furnish,
or make accessible to any person any confidential knowledge, knowhow,
techniques, or information with respect to the other party unless agreed to in
writing by that party.
15.
Termination.
TCC may
terminate this agreement, without further obligation or liability, at any time
(i) that TCC has a reasonable basis to believe that any aspect of the
Transactions would constitute a fraud or deception on the market or (ii) that
Christian Stanley fails to meet its obligations under this agreement in a manner
which would constitute a material breach. In any such case, TCC will be entitled
to retain all payments made to it or accrued prior to such
termination.
16. Miscellaneous.
16.1. Covenant
of Further Assurances. The parties agree to take any further
actions and to execute any further documents which may from time to time be
necessary or appropriate to carry out the purposes of this
agreement.
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Agreement
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16.2. Scope
of Agreement. This agreement constitutes the entire understanding of the
parties. No undertakings, warranties or representations have been
made other than as contained herein, and no party shall assert
otherwise. This agreement may not be changed or amended
orally.
16.3. Currency. All
references to currency in this agreement are to United States
Dollars.
16.4.
Review
of Agreement. Each party acknowledges that it has had time to
review this agreement and, as desired, consult with counsel. In the
interpretation of this agreement, no adverse presumption shall be made against
any party on the basis that it has prepared, or participated in the preparation
of, this agreement.
17. Effective
Date.
The
effective date of this agreement is March 27, 2006.
IN
WITNESS WHEREOF, the parties have approved and executed this
agreement.
TIBER
CREEK CORPORATION
/s/
James M. Cassidy
President
CHRISTIAN
STANLEY INC.
/s/
Daniel C. S. Powell
President
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Agreement
with Tiber Creek Corporation
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Page
Number 9
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Warranties
by Officers, Directors and Other Affiliates
Each of
the undersigned officers, directors and other affiliates of Christian Stanley
agree that they have read this agreement and that they (i) will not violate any
of the provision of this agreement relating to compliance with securities laws,
rules and regulations (ii) will not violate any provision of this
agreement relating to confidentiality of the business of TCC and (iii) consent
to be governed by the provisions of this agreement relating to disputes in the
case of any claims arising from their warranties.
Personal
Guarantees
In
consideration of benefits to be received by Christian Stanley and to them
personally, the following persons, individually and severally, (i) guarantee all
payments required of Christian Stanley under this agreement as and when due (ii)
covenant to take all actions and do all things reasonably required to carry out
the intent and purpose of this agreement, whether as officers, directors,
shareholders or otherwise and (iii) consent to be governed by the provisions of
this agreement relating to disputes in the case of any claims arising from their
personal guarantees.