EX-10.2
from S-1/A
8 pages
Agreement Setting Forth the Terms and Conditions Upon Which Tiber Creek Corporatlon (“Tiber Creek”) Is Engaged by Euro Facade Tech Thailand Co., Ltd, Together With Any Successors (Collectively “Euro”) to Effect Transactions (“The Transactions” Intended to Combine Euro With a United States Reporting Company (“The Reporting Company”) and for Related Matters. 1. Service Provided. Following Its Engagement, Tiber Creek and Its Affiliates Will: 1.1. Discuss With Euro the Structure of the Transactions and Actions to Be Taken by Euro in Preparation for the Completion of the Transactions; 1.2. Transfer Control of the Reporting Company to Euro; 1.3. Prepare the Agreement for the Acquisition of Euro by the Reporting Company by Merger, Stock-For-Stock Exchange or Stock-For-Asset Exchange as Directed by Euro (‘‘Business Combination Agreement”); 1.4. Combine Euro 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;
12/34/56
