INVESTMENT BANKING AND ADVISORY
AGREEMENT
AGREEMENT, made this 16th day of November 2009, between the two
parties on by and between, Zaldiva Inc., having its principal place
of business at 331 E. Commercial Blvd, Ft. Lauderdale, FL 33334
(the "Company") and Charles Morgan Securities Inc., having its
principal place of business at 120 Wall St., 16th Fl, New York, NY
10005, hereinafter the (the "Consultant").
WHEREAS, the Company desires to retain the Consultant for
consulting services in connection with the Company's business
affairs, and to assist the Company in raising capital for the
Company's business and the Consultant is willing to undertake to
provide such services as hereinafter fully set forth:
NOW, THEREFORE,
the parties agree as follows:
1.
Nature of Services:
The Company engages Consultant to render
the following services during the term of this agreement on a
non-exclusive basis (it being understood that Consultant is free to
render the same or similar services to any other entity selected by
it).
(a)
General Advice and
Assistance. Consultant shall
provide:
(i)
Advice concerning on-going strategic
corporate planning and long-term
investment policies, including any
revision of the Company's business plan.
(ii)
Evaluation of the Company's managerial,
marketing and sales
requirements.
(iii)
Advice as to potential mergers and
acquisitions, whether the Company
will be
the acquiring company or the target of an
acquisition.
(iv)
Advice regarding the sales of securities
in private transactions.
(v)
Introductions to listed exchanges,
registered securities associations'
market
participants and market-maker services
for the Company's securities.
(vi)
Introductions to financial institutions
and money managers.
(vii) Introductions to independent
analysts that may provide third party coverage on the
Company.
(viii)
Conduct of a shareholders meeting with
industry professionals.
(b)
Capital Raising.
Consultant will assist the Company in
attempting to raise capital in accordance with the Company's
business plan. All efforts by Consultant will be on a best efforts
basis only. The parties presently contemplate the
following:
(i) An initial Private Placement ("First
Offering") of equity in the amount of $250,000 two hundred fifty
thousand dollars at two cents per share ($.02) upon terms and
conditions that is mutually agreed to by the Company and
Consultant.
(ii) An additional Private Placement
("Second Offering") of up to $750,000 of convertible debt, upon
mutually agreeable terms and conditions to the Consultant and
Company to commence, on a best efforts basis, in or around February
2010. It is anticipated that this offering will be done at a twenty
five percent discount to the market price with a .02 floor and a
.08 with the then current market price.
(iii) Compensation for each of the PPM
will be 'in addition to the compensation of this agreement as set
forth below, and as referenced in the applicable Placement Agent
Agreement and PPM for each and every offering.
2.
Compensation.
(i)
General Advice and
Assistance. For the general
advice and assistance described in Section General Advice and
Assistance. Consultant shall provide:, the Consultant will be
entitled to the compensation provided in subparagraphs Compensation
and Compensation. The Company will pay a fee of
$120,000 over twelve months (one hundred twenty thousand dollars).
This fee may be paid by the Company in twelve equal monthly
installments of ten thousand dollars payable on the fifteenth of
each month after the commencement of this Agreement. This fee may
be paid in cash or, if the Company is public at the time the fee is
due, the fee may be paid in free trading common stock at the
election of the Company. If paid with common stock of the Company
then the Company will pay with common stock having a value of 125%
of the cash payment alternative, based on the closing bid price of
the common stock of the Company on the date the payment is due. If
paid with the common stock of the Company then it is agreed and
understood that the services rendered for the equity payment DO NOT
include capital raises or the making of a market in the security
and comply with all applicable rules and regulations of the SEC an
FINRA.
(ii) The Company will issue to the
Consultant a number of shares of its common stock equal to 650,000
shares over the course of this agreement. 350,000 shares are due
concurrent with the signing of this agreement. 150,000 shares are
to be issued on the 90th day anniversary of this agreement
(February 16, 2010) and 150,000 shares are to be issued on the
180th day anniversary of this agreement. (May 16, 2010). It is
understood that these shares are not registered and will have a
restrictive legend.
(iii) The Company will pay an engagement
fee of $30,000 thirty thousand dollars concurrent with the signing
of this agreement.
(iv) The Company will offer a cash option
at one penny to purchase up to 1,000,000 shares of common stock at
.005 to the consultant. It is understood that these shares are not
registered and will have a restrictive legend.
(b)
The compensation provided for in this
Section Compensation. General Advice
and Assistance.
For the general advice and assistance
described in Section General
Advice
and Assistance. Consultant shall
provide:, the Consultant will be entitled to the
compensation provided in subparagraphs
Compensation and Compensation (i) and 2 (a) is in addition to, and
not in lieu of, any compensation to which the Consultant may become
entitled for its capital raising efforts as described in Section
Compensation. Capital Raising. The Consultant's compensation
for the capital raising activities referred to in Section
Capital Raising. Consultant will assist the Company in
attempting to raise capital in accordance with the Company's
business plan. All efforts by Consultant will be on a best efforts
basis only. The parties presently contemplate the following: shall
be as set forth in separate placement agreements and or other
agreements with respect to each transaction. and 2 (a)(iii)
and 2(a)(iv);
(i)
The Company will pay a fee of $120,000
over twelve months (one hundred twenty thousand dollars). This fee
may be paid by the Company in twelve equal monthly installments of
ten thousand dollars payable on the fifteenth of each month after
the commencement of this Agreement. This fee may be paid in cash
or, if the Company is public at the time the fee is due, the
fee may be paid in free trading common stock at the election of the
Company. If paid with common stock of the Company then the Company
will pay with common stock having a value of 125% of the cash
payment alternative, based on the closing bid price of the common
stock of the Company on the date the payment is due. If paid with
the common stock of the Company then it is agreed and understood
that the services rendered for the equity payment DO NOT include
capital raises or the making of a market in the security and comply
with all applicable rules and regulations of the SEC an
FINRA.
(ii) The Company will issue to the
Consultant a number of shares of its common stock equal to 650,000
shares over the course of this agreement. 350,000 shares are due
concurrent with the signing of this agreement. 150,000 shares are
to be issued on the 90th day anniversary of this agreement
(February 16, 2010) and 150,000 shares are to be issued on the
180th day anniversary of this agreement. (May 16, 2010). It is
understood that these shares are not registered and will have a
restrictive legend.
(iii) The Company will pay an engagement
fee of $30,000 thirty thousand dollars concurrent with the signing
of this agreement.
(iv) The Company will offer a cash option
at one penny to purchase up to 1,000,000 shares of common stock at
.005 to the consultant. It is understood that these shares are not
registered and will have a restrictive legend.
The compensation provided for in this
Section Compensation. General Advice and Assistance. For the
general advice and assistance described in Section General Advice
and Assistance. Consultant shall provide:, the Consultant will be
entitled to the compensation provided in subparagraphs
Compensation. and Compensation. (i) and 2 (a is in addition to, and
not in lieu of
