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INVESTMENT BANKING AND ADVISORY AGREEMENT

Consulting Services Agreement

INVESTMENT BANKING AND ADVISORY AGREEMENT | Document Parties: ZALDIVA INC | Charles Morgan Securities Inc You are currently viewing:
This Consulting Services Agreement involves

ZALDIVA INC | Charles Morgan Securities Inc

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Title: INVESTMENT BANKING AND ADVISORY AGREEMENT
Date: 11/20/2009

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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


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