Capital Raising Agreement Template

CAPITAL RAISING AGREEMENT

This Capital Raising Agreement (the "Agreement") is entered into as of by and between Company Name: , a C corporation LLC Other with principal place of business at (the "Company"), and Placement Agent Name: , with principal place of business at (the "Placement Agent").

RECITALS

WHEREAS, the Company desires to raise capital through a private placement of securities (the "Offering"); and

WHEREAS, the Placement Agent has experience and relationships necessary to introduce potential investors and to assist in the marketing and placement of the Offering; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Placement Agent will provide capital raising services to the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Securities" means the equity, debt or other instruments proposed to be sold in the Offering; "Transaction" means any sale or subscription for Securities resulting from the efforts of the Placement Agent; "Investor" means any person, entity or group introduced to the Company by the Placement Agent that executes binding documentation to purchase Securities; and "Confidential Information" means non-public business and financial information disclosed by either party in connection with the Offering.

2. APPOINTMENT

Subject to the terms and conditions of this Agreement, the Company hereby engages the Placement Agent to act as exclusive non-exclusive placement agent to identify prospective Investors and to assist in effecting Transactions for the Offering during the Term. The Placement Agent shall perform the services described in Section 3.

3. SCOPE OF SERVICES

The Placement Agent shall: (a) identify, solicit and introduce qualified prospective Investors; (b) coordinate and participate in meetings, presentations and due diligence with prospective Investors; (c) assist in preparing or reviewing Offering materials and investor presentations as reasonably requested by the Company; and (d) assist in negotiating the commercial terms of Transactions, provided that the Placement Agent shall not engage in the practice of law or provide legal advice.

4. FEES AND PAYMENT

As full consideration for the services rendered by the Placement Agent, the Company shall pay the Placement Agent the following fees: (a) a success fee equal to % of the gross cash proceeds actually received by the Company in respect of each Transaction (the "Success Fee"); and (b) a non-refundable retainer of payable upon execution of this Agreement.

Success Fee payments shall be due and payable within days after the closing date of each Transaction. If Securities are issued in lieu of cash consideration, the Success Fee shall be payable in cash in an amount equal to the monetary value of such Securities as agreed by the parties in writing prior to closing.

5. EXPENSES

The Company shall reimburse the Placement Agent for reasonable out-of-pocket expenses incurred in connection with the services hereunder, including travel, marketing materials and third-party research, subject to prior written approval by the Company for any individual expense in excess of . Reimbursable expenses shall be invoiced monthly and payable within days of receipt.

6. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for a period of months (the "Term"), unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for cause upon written notice if the other party materially breaches its obligations and fails to cure such breach within thirty (30) days after receipt of written notice. Termination shall not affect the obligation to pay any fees or reimburse any expenses incurred prior to termination.

7. CONFIDENTIALITY

Each party agrees to keep Confidential Information of the other party strictly confidential and to use such information solely in connection with the performance of this Agreement. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, that is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms. The Company further represents that it will provide accurate Offering documents and will comply with applicable securities laws in connection with the Offering.

9. COMPLIANCE WITH LAWS

The Placement Agent will comply with all applicable securities laws and regulations in performing its services. The Company acknowledges and agrees that the Placement Agent is entitled to rely on the Company's counsel for legal opinions and that the Company is responsible for the preparation and accuracy of all offering documents and disclosures.

10. INDEMNIFICATION

The Company shall indemnify, defend and hold harmless the Placement Agent and its affiliates, officers, directors and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to (a) any inaccuracy or breach of the Company's representations, warranties or covenants in this Agreement, (b) any omission or misstatement in any Offering document prepared by or on behalf of the Company, or (c) the Company's failure to comply with applicable law. The Placement Agent shall indemnify the Company for losses resulting from the Placement Agent's willful misconduct or gross negligence in performing services under this Agreement.

11. LIMITATION OF LIABILITY

Except in respect of willful misconduct, fraud or intentional breach of confidentiality, neither party shall be liable to the other for any consequential, incidental, punitive or special damages, whether in contract, tort or otherwise, arising out of or in connection with this Agreement. The aggregate liability of each party for any claim arising under or related to this Agreement shall not exceed the total fees actually paid by the Company to the Placement Agent under this Agreement.

12. NOTICES

All notices, consents and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by written notice to the other.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right.

14. ASSIGNMENT

Neither this Agreement nor any right or obligation hereunder may be assigned by either party without the prior written consent of the other party, except that the Placement Agent may assign this Agreement to an affiliate or to a successor entity in connection with a merger or sale of substantially all of its assets.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission or other means of electronic signature shall be binding.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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