Exhibit 10.1


 


AGREEMENT
setting forth the terms and conditions upon which TIBER CREEK CORPORATION ("Tiber Creek") is engaged by FRANKLIN HILL
ACQUISITION CORPORATION, together with any successors (collectively "Franklin") to effect transactions ("the Transactions")
intended to combine Franklin with a United States reporting company ("the Reporting Company") and for related matters.


 


1. Services
Provided.


 


Following
its engagement. Tiber Creek and its affiliates will:


 


1.1.
Discuss with Franklin the structure of the Transactions and actions to be taken by Franklin in preparation for the completion
of the Transactions;


 


1.2.
Transfer control of the Reporting Company to Franklin;


 


1.3.
Prepare the agreement for the acquisition of Franklin by the Reporting Company by merger, stock-for-stock exchange or stock-for-asset
exchange as directed by Franklin ("Business Combination Agreement");


 


1.4.
Combine Franklin 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;


 


1.7. Following
the Business Combination, 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 of the Reporting Company as Franklin shall designate:


 


1.8.
Provide for the filing by a market maker of a Form 15c-211 for the quotation or listing of Franklin's securities for public trading
on stock exchanges for which its securities are then eligible;


 


1.9.
Assist in establishing and maintaining relationships with market makers and broker-dealers.


 


1.10.
Take other actions it considers appropriate to completion of the Transactions as contemplated by this agreement.


 






    


     

    

 


	Agreement with Tiber Creek Corporation	Page Number 2



 


2. Business
Combination.


 


2.1.
Tiber Creek will provide, at its expense, the Reporting Company. which will have audited financial statements showing no material
assets or liabilities, which will have registered its common stock under §12(g) of the Securities Exchange Act of 1934 ("the
1934 Act"), and which will be current in its reporting requirements under §13 of the 1934 Act.


 


2.2.
The Reporting Company will have authorized capital of 100,000,000 shares of common stock, $.0001 par value per share, and 20,000,000
shares of preferred stock, $.0001 par value per share, of which 20,000,000 common shares have been issued. There will be no preferred
shares issued or outstanding and there are no outstanding warrants options or other rights that if exercised could results in
the issuance of additional shares of either common or preferred stock.


 


2.3.
Following the change in control of the Reporting Company there will be issued the amount of common stock and other securities
of the Reporting Company as shall be designated by Franklin. The officers and directors selected by Franklin will become the officers
and directors of the Reporting Company. The name of the Reporting Company following the change in control will be chosen by Franklin.


 


2.4.
The existing shareholders of the Reporting Company will retain 500,000 common shares of the Reporting Company ("the Shareholder
Shares"). The remaining outstanding common shares will be returned to the Reporting Company. The Shareholder Shares shall
be included in the Registration Statement.


 


2.5.
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 Shareholder Shares.


 


2.6.
Nothing in this agreement shall prevent the Reporting Company from diluting the stock ownership of the existing shareholders by
issuing additional common stock to other persons at any time.


 


3. Payments.


 


3.1.
In full satisfaction for the services of Tiber Creek and its affiliates in regard to the Transactions described herein, Franklin
will pay to Tiber Creek the amount of $85,000 as provided herein.


 


4. Expenses.


 


4.1.
Tiber Creek will bear its expenses incurred in regard to the Transactions, including, without limitation, travel, telephone, duplication
costs, and postage.


 


4.2.
Franklin will pay its own and third-party expenses (other than those of Tiber Creek) including, without limitation, Federal,
state and stock exchange filing fees, underwriting and market making costs, corporate financial relations, accounting fees,
duplicating costs and other expenses of the Reporting Company. Tiber Creek will not incur any expenses on behalf of
the Reporting Company unless permitted to do so in writing.


 






    


     

    

 





	Agreement with Tiber Creek Corporation	Page Number 3


 


5. Affiliates.


 


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.


 


6. Understandings
of Franklin as a Reporting Company.


 


6.1.
Franklin 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 Franklin; obtaining consents of the Board of Directors and the
shareholders of Franklin, as required; causing all necessary documents to be properly and timely prepared, executed, approved
or ratified, and filed, as appropriate; making timely and fully all 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.


 


6.2.
In the event that at any time prior to their completion Franklin determines not to continue with the Transactions Tiber Creek
hereby grants to Franklin the right to buyout the interest of Tiber Creek in this agreement on the terms contained herein, in
which case Tiber Creek agrees not to seek specific enforcement of this agreement. In the event that Franklin elects not to continue
with the Transactions (or if Franklin does not timely take all such steps and do all such things as may be reasonably required
of it to complete the Transactions) Tiber Creek will be entitled to (i) retain the securities in Franklin acquired or to be acquired
by Tiber Creek or its affiliates under this agreement as though the Business Combination 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.


 


7. Performance
of Services by Others.


 


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.


 






    


     

    

 





	Agreement with Tiber Creek Corporation	Page Number 4


 


8. Actions
and Understandings following the Business Combination.


 


8.1.
Franklin 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. Franklin 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.


 


8.2.
Franklin 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 Tiber Creek nor its affiliates have any control.


 


8.3.
Franklin 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. Franklin 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.


 


8.4.
Franklin 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.


 


9.
Compliance with Securities Law.


 


Under the securities laws:


 


9.1.
Franklin 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.


 


9.2.
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.


 


9.3.
Franklin 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.


 




    


     

    

 





	Agreement with Tiber Creek Corporation	Page Number 5


 


9.4.
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.
Notices.


 


Any
notices required or permitted under this agreement shall be deemed to have been given when delivered in writing 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 Franklin to


 


Franklin
Hill Acquisition Corporation


9454 Wilshire Boulevard, Suite 612


Beverly
Hills, California 90212


 


In
the case of Tiber Creek to


 


Tiber
Creek Corporation


9454
Wilshire Boulevard, Suite 612


Beverly Hills, California 90212


 


11.
Disputes.


 


11.1.
Any disputes between the parties arising from this agreement, whether directly or indirectly, and based upon any cause or causes
of action, shall be decided by the American Arbitration Association within Los Angeles County, California or such other place
where Tiber Creek may then have its headquarters provided only that such place shall be within the United States. The parties
shall make claims only for the recovery or payment of compensation paid or due under this agreement and neither shall make any
claims for consequential or punitive damages, lost profits, damage to reputation or similar claims. Each party shall pay its own
costs of arbitration, including its attorneys' fees. Any award or decision by the American Arbitration Association shall be final,
binding and non-appealable. The provisions of this paragraph shall survive the termination of this agreement for any reason.


 


11.2.
This section shall apply to claims against any officer, director, agent or affiliate of either party provided only that such person
shall consent to the terms of arbitration contained herein.


 


11.3.
If either party files any claim arising from this agreement in any forum except arbitration such action shall be dismissed with
prejudice upon application from the other party, which shall be entitled to recover its attorneys' fees and costs in such proceeding.


 






    


     

    

 





	Agreement with Tiber Creek Corporation	Page Number 6


 


12.
Confidentiality.


 





As
a result of entering into this agreement the parties might have access to information which the parties regard 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.


 


13. Termination.


 


13.1.
Tiber Creek may terminate this agreement at its election, without further obligation or liability, at any time (i) that Tiber
Creek has a reasonable basis to believe that any aspect of the Transactions would constitute a fraud or deception on the market
or (ii) that Franklin fails to meet its obligations under this agreement in a manner which would constitute a material breach.


 


13.2.
Franklin may terminate this agreement at its election, without further obligation or liability, at any time that Tiber Creek fails
to meet its obligations under this agreement in a manner which would constitute a material breach.


 


13.3.
In the case of any claim of a material breach the party claimed against shall have 5 business days following notice of a claim
to cure such breach unless such breach, by its nature, cannot be cured.


 


14. Miscellaneous.


 


14.1.
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.


 


14.2.
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.


 


14.3.
CURRENCY. All references to currency in this agreement are to United States Dollars.


 


14.4.
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.


 


14.5.
RATIFICATION BY THE REPORTING COMPANY. The parties will cause the Reporting Company to ratify and accept this agreement so that
it constitutes a binding obligation between the Reporting Company and Tiber Creek according to its terms.


 




    


     

    

 





	Agreement with Tiber Creek Corporation	Page Number 7


 


15.
Effective Date.


 


The
effective date of this agreement is May 3, 2016.


 


IN
WITNESS WHEREOF, the parties have approved and executed this agreement.


 


	TIBER CREEK CORPORATION	 
	 	 
	/s/ James Cassidy	 
	President	 
	 	 
	FRANKLIN HILL ACQUISITION CORPORATION	 
	 	 
	 	 
	Authorized Signatory