Stock Commission Agreement

STOCK COMMISSION AGREEMENT

This Stock Commission Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: and Representative Name: .

Recitals

WHEREAS, Company is engaged in the issuance and sale of equity securities and desires to retain Representative to solicit purchasers and facilitate transactions for the sale or transfer of Company securities on the terms set forth herein; and

WHEREAS, Representative has the experience, contacts and licensing (if applicable) necessary to assist Company in effecting such transactions and is willing to act as an independent contractor to receive commissions for services rendered under this Agreement.

Definitions

For purposes of this Agreement, the following terms shall have the following meanings: "Transaction" means any sale, issuance, transfer or placement of Company equity securities in which Representative directly procures a purchaser or otherwise materially participates; "Gross Proceeds" means the total consideration paid for securities before deduction of fees, taxes or expenses; "Net Proceeds" means Gross Proceeds less transaction costs and agreed deductions.

Appointment; Scope of Authority

Company hereby engages Representative to act as a non-exclusive agent to identify and introduce potential purchasers and to assist in negotiating Transactions, subject to the terms and limitations of this Agreement. Representative shall have no authority to bind Company except as expressly authorized in writing.

Territory: . Exclusivity: Exclusive Non-exclusive

Commission Structure

Commission Rate (percent of Gross Proceeds): % payable on Qualified Transactions as defined herein.

Alternative Flat Fee (if applicable): Trigger for Payment: .

Commission tiers (optional):

Calculation and Payment Terms

Commissions shall be calculated on Gross Proceeds attributable to Transactions introduced or procured by Representative. Adjustments for discounts, refunds, or chargebacks shall be applied to commissions on a net basis in the period such adjustments occur.

Payment Due: Company shall pay commission amounts within days after Company receives cleared funds for a Transaction. Late Payment Fee: % per month on overdue amounts.

Withholding; Taxes

Representative is solely responsible for all federal, state and local taxes, withholding, social security, and other employment-related obligations arising from commissions paid hereunder. Company may withhold amounts required by law or regulation and shall provide documentation of such withholding upon request.

Expenses and Reimbursements

Representative shall bear its own general expenses unless pre-approved in writing by Company. Pre-approved out-of-pocket expenses shall be reimbursed upon submission of itemized receipts within days.

Reporting and Records

Representative shall provide written transaction reports to Company within days of any introduction or material contact leading to a Transaction. Company shall keep accounting records supporting commission calculations for a period of years.

Representations and Warranties

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized.

Confidentiality

Representative shall maintain in strict confidence all non-public information obtained from Company and shall not disclose such information except as necessary to perform Representative's obligations or as required by law. Confidential information does not include information that is or becomes publicly available through no fault of Representative.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party from losses arising out of breaches of representations, willful misconduct or gross negligence. Except for willful breaches or fraud, neither party shall be liable for special, incidental or consequential damages.

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue for months, and shall thereafter renew for successive periods unless terminated in writing.

Termination: Either party may terminate upon days' written notice. Termination shall not affect commissions earned on Transactions that closed prior to the effective date of termination, subject to the commission triggering provisions of this Agreement.

Independent Contractor

Representative is an independent contractor and not an employee, agent, partner or joint venturer of Company. Representative shall not hold itself out as having the authority to bind Company except as expressly provided in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to conflict of laws principles. Disputes shall be submitted to binding arbitration in the county of Company's principal place of business unless the parties mutually agree otherwise.

Notices

Company Contact

Representative Contact

Payment Instructions

Preferred payment method (select all that apply): Wire/Bank Transfer ACH Check

Amendment; Assignment

This Agreement may be amended only by a written instrument executed by both parties. Neither party may assign its rights or obligations without the prior written consent of the other, except that Company may assign to an affiliate or successor without Representative's consent provided obligations to pay earned commissions remain enforceable.

Miscellaneous

Severability: If any provision is held invalid, the remainder of this Agreement shall remain in full force. Waiver: Failure to enforce a provision is not a waiver of future enforcement. Entire Agreement: This instrument contains the entire agreement between the parties with respect to the subject matter hereof.

Additional Terms / Notes

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