Fill and Sign the Finder Fee Form

Venture Capital Finder's Fee Agreement Agreement made on the ________________ (date) , between _____________________ ________________________________________________________ (Names and addresses of Consultants) , referred to herein as Consultants , and ________________________ (Name of Acquiring Entity) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at ________________________________ _____________________________________________ (street address, city, county, state, zip code) , referred to herein as Company . Whereas, ____________________ (Name of Acquiring Entity) , hereinafter called the Acquiring Entity , desires to purchase stock in _____________________ (Name of Selling Entity) , hereinafter called the Entity , in order to acquire a controlling interest in said Entity; and Whereas, Acquiring Entity will need to raise capital through loans and qualified investors in order to acquire said Entity; and Whereas, Consultants have agreed, pursuant to the terms of this Agreement, to advise and aid Acquiring Entity in finding such loans and qualified investors; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Consultants agree to use their best efforts in procuring loans and finding accredited investors who will invest in Company thereby enabling Company to acquire funds to purchase the stock necessary to acquire a controlling interest in Entity. 2. In finding such investors, Consultants will comply with all Federal and State securities laws, including, but not limited to the Federal Securities Acts of 1933 and 1934, as amended, as well as all applicable state Blue Sky Laws. Consultants represent and warrant that they each have permits, licenses and registrations required to perform the services hereunder. 3. For a period of ____ days after the date hereof, Consultants shall have the non- exclusive right to procure loans for the Company and introduce prospective investors to the Company who meet the definition of "accredited investors" under SEC Rule 506, and who are not already known to the Company, hereinafter called Qualified Investors. 4. The decision to accept a loan or a Qualified Investor as a shareholder in the Company is in the sole discretion of the Company 5. In the event that a loan or a Qualified Investor is accepted by the Company, and the Qualified Investor closes the purchase of Company stock within _____ months of the date hereof, then the Company shall pay Consultants a finder's fee equal to _____% of the dollar amount of the loan to the Company or the securities purchased by the Qualified Investors. The fee shall be paid within ____ days after the closing of the sale of stock to the Qualified Investor or the procurement of the loan. Consultants shall notify Qualified Investors that they will receive a finder's fee in the event of the sale of stock to Qualified Investors . 6. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 7. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 8. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ____________. 9. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 10. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 11. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 12. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 13. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 14. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 15. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ___________________________ __________________________ (Name of Company) (Name of Consultant) By:______________________________ By:_____________________________ __________________________ (P rinted name) (P rinted name & Office in Company) _____________________________ __________________________ (Signature of Consultant) (Signature of Officer) __________________________ _________________________ (Name of Consultant) (Names of Consultant) By:______________________________ By:_____________________________ (P rinted name) (P rinted name) ____________________________ ___________________________ (Signature of Consultant) (Signature of Consultant)