Fill and Sign the Promotion Agreement Form

Promotion Agreement for the Purpose of Raising Money for a Business Agreement made on the ______________ (date) , between ______________________ (Name of Promoter Alpha) of ___________________________________________________ ______________________ (street address, city, county, state, zip code) , referred to herein as Alpha , _____________________ (Name of Promoter Beta) , of ______________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Beta , ________________________ (Name of Investor Delta) , of ______ ______________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Delta , and _________________________ (Name of Escrow Agent) of _____________________________________________________ ______________ (street address, city, county, state, zip code) , referred to herein as Escrow Agent . Whereas, Promoters Alpha and Beta, and Delta, being hereinafter jointly called Promoters, desire to form a __________________________ (type of business such as corporation or limited liability company) in order to_________________________________ ____________________________________________________ (purpose of business) ; and Whereas, Promoters need to raise the sum of $____________ from investors who will become (e.g. shareholders of corporation or members of limited liability company) ____________________________________________; and Whereas, the Promoter desires to promote the sale of the _______________________ (shares or membership interests) according to the terms of this Agreement; 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. Representation of Promoters Promoters agree that they shall only represent the __________________________ (Corporation or LLC) in the following manner: A. All solicitations shall be made by _____________________________ (personal contact or telephone or mailings) to persons who fit the following description: (describe) _____________________________________________________________ ______________________________________________________________________. B. The only advertising materials to be used shall be first approved by all Promoters. C. The only description of the ________________________ (Corporation or LLC) and its prospects to be used shall be the materials attached to and made a part of this Agreement as Exhibit A . The Promoters agree that they will not, in any manner whatever, suggest, hint, or indicate that such materials underestimate the condition or prospects of the _____________________________ (Corporation or LLC) , nor shall such Promoters fail to give a copy of such materials to every prospective purchaser as follows: (describe when copy is to be given) ________________________________ ________________________________________________________________. The Promoter agrees that if any Promoter fails to comply with this Subparagraph C for any reason, such failure and its facts shall be immediately disclosed to the other Promoters. D. Promoters are not nor shall they represent themselves to be experienced in the promotion and sale of _______________________________ (corporate stock or LLC membership interests) . 2. Duties of Promoters Promoters shall proceed promptly to make all necessary arrangements for the organization of sales of the ___________________________________ (corporate stock or LLC membership interests) to suitable and solvent persons, and shall, as soon as it shall be lawful to sell the _____________________________ (stock or LLC membership interests) and all appropriate and necessary permits for such sales have been secured, obtain written subscriptions from such persons within the area defined by this Agreement as follows: ________________________________ (Common stock or membership interests) : not to exceed $ ____________ _________________________ (per share or membership interest) . 3. All subscriptions shall be in writing, duly attested, and in the form set forth in Exhibit B attached hereto and made a part hereof. Promoters may also be subscribers to said _________ _____________________ (shares or membership interests) . 4. Escrow Account. A. All funds raised by Promoters pursuant to this Agreement shall be held in escrow by Escrow Agent , and will be returned promptly, together with any interest earned on those funds allocable to Subscribers, if all of the $____________ is not raised pursuant to this Agreement by __________________ (date) . Said funds shall be placed in an interest bearing account at ________________________________________________ __________________________________ (Name and Address of Bank) . B. Promoters agrees that Escrow Agent assumes no liability in connection with this Agreement except for gross negligence or willful misconduct; that Escrow Agent shall never be responsible for the validity, correctness, or genuineness of any document or notice referred to under this Agreement; and that Escrow Agent may seek advice from his own counsel and shall be fully protected in any action taken by it in good faith in accordance with the opinion of its counsel. C. Escrow Agent agrees to hold and deliver the earnest money in accordance with the terms and conditions of this Agreement. It is understood that Escrow Agent is only acting in the capacity of a depository. D. Promoters agrees to indemnify Escrow Agent against all losses, claims, damages, liability, and expenses, including, but not limited to, costs of investigation and legal counsel fees which may be imposed on Escrow Agent or incurred Escrow Agent in connection with the performance of his duties under this Agreement, including, but not limited to, any litigation arising from this Agreement or involving the subject matter of this Agreement. E. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of this Escrow Agreement or any part of the same, or for the form of execution of this Escrow Agreement, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction, or request furnished to it under this Escrow Agreement believed by him to be genuine and Escrow Agent may rely and act upon, and shall not be liable for acting or not acting upon, any such document, agreement, instruction, or request. Escrow Agent shall in no way be responsible for notifying, nor shall it be his duty to notify, any party to this Escrow Agreement or any other party interested in this Escrow Agreement of any payment required under this Escrow Agreement, other than Promoters. 5. The ___________________________ (stock or membership units) are being sold as an intrastate offering and therefore shall be exempt from registration provided for the Federal Securities act of 1933 and regulations promulgated thereunder. All subscribers shall sign the Agreement set forth in Exhibit C . 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 . 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. 11. 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. 12. 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. 13. 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. 14. In this contract, 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. _______________________________ ______________________________ _______________________________ ______________________________ (P rinted Name & Signature of Alpha) (P rinted Name & Signature of Beta) _______________________________ ______________________________ _______________________________ ______________________________ (P rinted Name & Signature of Delta) (P rinted Name & Signature of Escrow Agent) Exhibit C Letter of Non-Distributive Intent Regarding Limited Offer and Sale of Securities To: ____________________________________________________________________ (Name and Address of Promoters) This letter is to acknowledge that I have been advised by you and understand that neither the shares ______________________ (or membership interests) nor any other shares of the _______________________________________ (name of corporation) are being registered under the Securities Act of 1933, as amended, it being the intent of the corporation to issue such shares intrastate offering . I have been advised and understand that, as a purchaser of unregistered securities, I bear the economic risk of my investment for an indefinite period of time because the securities may not be sold unless they are subsequently registered or sold pursuant to an exemption from registration. I further acknowledge that I have both the knowledge and experience in financial matters sufficient to evaluate such purchase and that I am able to bear the economic risk of my purchase. I acknowledge and understand that the certificate or certificates evidencing the above- enumerated shares will bear a legend stating that such shares have not been registered under the Act and setting forth or referring to the restrictions on transferability listed in this letter. I further understand that the corporation will issue stock-transfer instructions to its transfer agent, if any, or, if the corporation transfers it own shares, it will make a notation as to the transfer restrictions in its record. I have been advised and understand that the corporation's reliance on the above exemption from registration is dependent on my execution of a statement that I will not sell the securities without registration under the Securities Act of 1933, or without exemption from the Act, and that the corporation's reliance on the exemption is dependent upon this agreement and upon the truth of my representation. With such understanding I represent and agree that: 1. I am acquiring these shares for investment for my own account only, and not with a view to reselling them. I do not intend to divide my participation with others or to resell or otherwise dispose of all or any part of the shares unless and until I determine at some future undetermined date, on the basis of information not currently at my disposal or upon conditions not currently existing, that such resale or disposition is advisable. 2. In no event will I sell such shares without prior registration under the Securities Act of 1933, as amended, unless such sale is pursuant to a valid exemption, including but not limited to the exemption established in Rule 144 adopted by the Securities and Exchange Commission under the Securities Act of 1933, as amended. 3. I have been afforded the opportunity to ask questions of, and receive answers from a representative of the corporation concerning the terms and conditions of the offering and have received the following additional information to verify the accuracy of such information: ____________________________________________________________________________ _________________________________________________________________ (describe) . Witness my signature this ________________________ (date) . _______________________________________________ Printed Name and Signature of Subscriber