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Going Public Engagement

Engagement Agreement

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 This Engagement Agreement involves

WNS STUDIOS, INC. | Shmuel's Hatzlacha Consulting, Inc | WNS STUDIOS, INC

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Governing Law: New York     Date: 2/3/2011

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Exhibit 10.3





Agreement (this "Agreement") dated as of May 16, 2009 between WNS STUDIOS, INC. ( the "Company”), and Shmuel's Hatzlacha Consulting, Inc (the "Consultant").


WHEREAS, the Consultant has experience in taking companies public and locating financing sources for such public companies; and


WHEREAS, the Company desires to become a public company and wants to engage the Consultant on the terms and conditions contained herein.


NOW, THEREFORE, in consideration of the premises and the representations, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows:


Section 1.   Term of Engagement .  The Company agrees that Consultant shall serve as the Company’s exclusive financial advisor for no less than an initial term of one (1) year commencing on May 16, 2009 and ending on April 30, 2010 or when the Company becomes an SEC reporting company, whichever is later.


Section 2.   Duties . Working with the Company, Consultant hereby agrees to perform consulting and advisory services for the Company in conjunction with the development of a full federally registered securities registration package for the sale to the public of the securities of the Company. Said duties shall include:


Phase 1 - The first step is for Consultant to conduct a business plan review in an effort to introduce the Company to broker-dealers and others who might be interested in raising capital for the Company.  Next is to prepare a registration statement on Form S-1. Company agrees to pay all required fees and expenses, including without limitation, legal and an audit of the Company by a Public Company Accounting Oversight Board registered accounting firm, as further provided below.

Phase II - Once S-1 Registration Statement is filed with SEC, the SEC will issue comment letters.  All comment letters require filing responsive amendments.  Constantly updated information, including financial statements, will be required with each amendment.

Phase III -   The preparation of the Form 15c-211 to be filed with FINRA by the appropriate licensed market maker as the original application for the listing of the securities of the Company on the NASD Over the Counter Bulleting Board.

Phase VI – After the Company is public (i.e., the SEC has declared the registration statement effective), there are many continuing SEC reporting requirements and restrictions.  These include filing a Form 10-Q with reviewed financial statement 45 days after the end of each quarter; filing a Form 10-K with audited financial statements 90 days after the end of each fiscal year; reports on a Form 8-K each time a material event occurs in the Company; and obligations of the officers, directors and principal stockholders of the Company to file ownership and trading reports.






Company agrees to provide Consultant with any information and documents as may be requested by Consultant in connection with the services to be performed for Company.  Company shall be solely responsible for the accuracy of the information and representations contained in any documents to be prepared by Consultant on behalf of Company.  Company agrees that Consultant shall have no responsibility to verify the accuracy or adequacy of any statement, document, fact or information provided to Consultant by Company or Company’s attorney, accountant, representative or agents. Consultant agrees not to use any information provided by the Company without the approval of the Company.


Section 3. Non-Circumvention .  The Company acknowledges that the Consultant will introduce the Company to certain of its contacts, including without limitation, brokers-dealers, market makers and investment bankers and underwriters (collectively, "Contacts") for the purpose of assisting the Company in become a public company. The Company agrees that without the prior written consent of Consultant, it shall not directly or indirectly conduct any business discussions with any Contact or any representative thereof or any person or entity introduced to the Company or any of its officers, directors, employees, stockholders, agents or representatives by a Contact or any of his representatives. In addition, once discussions have been held, the Company shall not attempt to circumvent or negotiate directly or indirectly with a Contact for the purpose of excluding Consultant and depriving Consultant of the fee described below. The provisions of this paragraph shall survive for two (2) years from the termination of this Agreement.


Section 4.   

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