Exhibit 10.5


 


	Agreement with Tiber Creek Corporation	Page Number 1


 


AGREEMENT dated December
14, 2015 setting forth the terms and conditions upon which TIBER CREEK CORPORATION ("Tiber Creek") is engaged by DIGITAL
DONATIONS, INC., together with any successors (collectively "Digital") to effect transactions ("the Transactions")
intended to combine Digital with a United States reporting company (“the Reporting Company”) and for related matters.


 


1. Services
Provided Tiber Creek will, if requested by Digital:


 


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


 


1.2. Take all action necessary to cause
to be delivered to Digital all outstanding shares of the Reporting Company less the amount contemplated in section 2.4;


 


Following its engagement,
Tiber Creek will


 


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


 


1.4. Prepare any necessary
documents and make any necessary filings in order to effectuate the combinations of Digital with the Reporting Company ("the
Business Combination"); See Schedule “A”


 


1.5. 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;


 


1.6. 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, as amended (“Registration Statement”) and all required amendments registering such securities of the Reporting
Company as Digital shall designate;


 


1.7. Provide for the
filing by a market maker of a Form 15c-211 for the quotation or listing of Digital’s securities for public trading on the
OTCBB or such other stock exchanges designated by Digital for which its securities are then eligible, assist in responding to any
requests by FINRA and/or the other stock exchanges in connection thereof and prepare any necessary amendments to the filing;


 


1.8. Assist in establishing
and maintaining relationships with market makers and broker-dealers for a period of not less than 12 months from the effective
date of this agreement


 


1.9. Take all other
necessary actions to complete the Transactions as contemplated by this agreement and provide any and all information necessary
for the completion of the Transactions.


 


2. Business
Combination.


 


2.1. Tiber Creek will provide to Digital,
at its expense, such number of shares of common stock of the Reporting Company as shall be determined by Digital, which Reporting
Company will have: audited financial statements showing no material assets or liabilities; no contracts with third parties other
than those that are immediately cancellable without penalty of payment;. Tiber Creek warrants that there is no litigation or threatened
litigation; and its common stock is registered under § 12(g) of the Securities Exchange Act of 1934, as amended ("the
1934 Act"), and be current in its reporting requirements under §13 of the 1934 Act.


 




     


     


    

 


	Agreement with Tiber Creek Corporation	Page Number 2


 


2.2. The Reporting
Company will have authorized capital of 300,000,000 shares of common stock, $.0001 par value per share, and 100,000,000 shares
of preferred stock, $.0001 par value per share, of which 20,000,000 common shares will have been previously issued and no preferred
shares. Other then the 500,000 shares kept by the existing shareholders, all shares previously issued will be retired upon execution
of this agreement.


 


2.3. Upon the change
in control of the Reporting Company (which shall occur upon effectuation of the Transaction) there will be issued to Digital the
amount of common stock and other securities of the Reporting Company as shall be designated by Digital.. The officers and directors
selected by Digital will become the officers and directors of the Reporting Company and all other officers and directors shall
resign immediately upon consummation of the Transaction. The name of the Reporting Company following the change in control will
be chosen by Digital.


 


2.4. The existing
shareholders of the Reporting Company will retain 500,000 common shares of the Reporting Company (“the Shareholder Shares”)
and will agree not to sell, pledge or transfer, any of the Shareholder Shares for a period of six months after the effective date
of the Registration Statement and after such six month period to sell not more than one percent (1%) of the outstanding securities
during any day. The remaining outstanding common shares will be retired and returned to the Reporting Company. The Shareholder
Shares shall be included in the Registration Statement; provided, however, that if the Securities and Exchange Commission
(the “Commission”) should comment that the offering appears to be a primary offering or that the Commission or counsel
for the Reporting Company determines that there should be a cut back in the number of shares of common stock registered under
the Registration Statement then the Reporting Company shall only be obligated to register the amount not determined to be subject
to the cut back.


 


2.5. For a period of
one year after the execution of this Agreement, 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 Tiber Creek 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 in section 1 of this agreement, Digital
will pay to Tiber Creek the amount of $50,000.


 


3.2. Digital
shall pay $50,000 to Tiber Creek upon the execution of this agreement as total payment for the services rendered as outlined
in Schedule “A”. Digital acknowledges that the times mentioned in Schedule “A are good faith estimates only
and may be longer or shorter in fact based on circumstances that may be beyond the control of the parties. All payments will
be deemed earned when work is completed as outlined by Tiber Creek and are non-refundable other than as set forth in Section
5.2 below.


 




     


     


    

 

	Agreement with Tiber Creek Corporation	Page Number 3


 

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. Digital 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.


 


5.
Understandings of Digital as a Reporting Company.


 


5.1. Digital 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 Digital; obtaining consents of the Board of Directors and the shareholders of Digital,
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; provided, however that the obligations under this Section 5.1 shall be suspended in the event Tiber Creek should
materially default on or fail to perform its obligations under this Agreement.


 


5.2. In the event
that Digital elects not to continue with the Transactions based on a reason other than a material default or failure by Tiber
Creek to perform its obligations under this Agreement, (or if Digital 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 retain the 500,000 shares of
common stock of the Reporting Company and its fee. . Upon payment of the 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 and Tiber Creek
agrees that it may not thereafter seek specific enforcement of this agreement. In the event that Digital elects not to continue
with the Transactions due to an uncured material default or failure by Tiber Creek to perform its obligations under this Agreement,
Digital shall have no further obligations to Tiber Creek hereunder. If Tiber Creek does not contest the claim then it shall refund
the $50,000 payment to Digital. A claim of default which is contested by Tiber Creek will be determined by a mutually agreed upon
arbitrator and that arbitrator will determine the amount of any award (and if an arbitrator is not agreed to within 15 days of
a request by either party then the dispute shall submitted to the American Arbitration Association (“AAA”) for arbitration
to be conducted in accordance with the AAA’s rules in force as of the date of submission by an arbitrator shall be selected
by the (“AAA”) List and Appointment Service and, the determination of the arbitrator shall be binding)Tiber Creek
and Digital shall have no further obligations to Tiber Creek.


 




     


     


    

 

	Agreement with Tiber Creek Corporation	Page Number 4


 

6. 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. From and after
the date of this Agreement, no such consultants, advertising agencies, financial analysts and similar persons shall be
retained by the Reporting Company without the prior written consent of Digital.


 


7. Actions and Understandings
following the Business Combination.


 


7.1. Digital 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. Digital 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.


 


7.2. Digital 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.


 


7.3. Digital 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. Digital 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.


 


7.4. Digital 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.


 


8. Compliance with Securities
Law.


 


Under the securities laws:


 


8.1. Digital 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 and Tiber Creek will need to furnish any information and documents concerning the Reporting Company
that counsel for Digital may determine is necessary for such filing.


 




     


     


    

 

	Agreement with Tiber Creek Corporation	Page Number 5


 

8.2. The Reporting Company and Tiber Creek
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.


 


8.3. Digital and its affiliates and Tiber
Creek 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.


 


8.4. Neither the Reporting Company nor Tiber
Creek should 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.


 


9. 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 Digital to


 


Digital Donations,
Inc.


68 South Service
Road


Suite 100


Melville, N.Y.
11747


 


In the case
of Tiber Creek to


 


Tiber Creek
Corporation


9454 Wilshire
Boulevard


Suite 612


Beverly Hills,
California 90212


 


10. Disputes.


 


10.1. 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 at a location decided by the respondent (LA or NY). 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 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.




     


     


    

 

	Agreement with Tiber Creek Corporation	Page Number 6


 

10.2. 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.


 


10.3. 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.


 


11.
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 unless required by court order or regulation or law.


 


12.
Termination.


 


12.1. Tiber
Creek May Terminate This Agreement. In the event of an intentional act of fraud, or deception on the market or any other
material violation of law; or that Digital fails to meet its obligations under this agreement in any material respect that remains
uncured for 15 days after written notice, all as determined by a mutually agreed upon arbitrator (and if an arbitrator is not agreed
to within 15 days of a request by either party then the dispute shall submitted to the American Arbitration Association (“AAA”)
for arbitration to be conducted in accordance with the AAA’s rules in force as of the date of submission by an arbitrator
shall be selected by the (“AAA”) List and Appointment Service and, the determination of the arbitrator shall be binding)Tiber
Creek may terminate this agreement at its election, without further obligation or liability.


 


12.2. Digital may terminate
this agreement at its election, without further obligation or liability, in the event that Tiber Creek fails to meet its obligations
under this agreement in any material respect that remains uncured for 15 days after written notice. In the event of such termination,
the provisions in the last two sentences of Section 5.2 would apply.


 


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


 


13.
Miscellaneous.


 


13.1. 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.


 


13.2. 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.


 




     


     


    

 

	Agreement with Tiber Creek Corporation	Page Number 7


 

13.3.
Currency. All references to currency in this agreement are to United States Dollars.


 


13.4.
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.


 


13.5.
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.


 


14. Effective
Date.


 


The effective date of this agreement is December
  , 2015.


 




     


     


    

 

	Agreement with Tiber Creek Corporation	Page Number 8


 

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


 


	TIBER CREEK CORPORATION	 
	 	 
	 	 
	President	 
	 	 
	DIGITAL DONATIONS, INC.	 
	 	 
	 	 
	President	 


 




     


     


    

 

	Agreement with Tiber Creek Corporation	Page Number 9


 

Schedule “A”


 


Schedule of Work


 


A. Change
in control: 1 week


B. Draft
of registration statement: 2 weeks


C. Combination
of companies: as soon as audited statements are ready


D. Filing
of super 8-K: 4 days following combination


E. Filing
of registration statement: 30 days if audit done.


F. Filing
with Finra: at time of filing registration statement.


G. Effective
date of registration: Approximately 90 days after filing