BankofAngels.com

"Money Meeting Opportunity"

"Your 'link' to venture financing."

                        

 

FINDER'S FEE AGREEMENT
dated XX XXX 2002

Between: BankofAngels.com Inc

A Canadian federal corporation with offices located at 418 East 14th Street, North Vancouver, B.C. V7L 2N8 [hereinafter called "BankofAngels"]

And:

A corporation with offices located at   [hereinafter called "Presenter"]

Whereas, BankofAngels is in the business of earning fees by organizing Angel Investor Forums and arranging venture financing for certain prospective companies and Presenter is looking for financing for its business, and therefore:

  1. BankofAngels is arranging an Angel Investor Forum ["Forum"] to take place at the xxx Convention Center, xxxxxx, xx, on *day*, *month*, 2002;
  2. BankofAngels is reviewing business plans and financing proposals to ensure that the companies making presentations at the Forum are qualified and ready for negotiation of responsible venture financing;
  3. Presenter has prepared a business plan and proposal with the intention of attracting and closing a venture financing arrangement,

the parties now agree as follows:

  1. BankofAngels and Presenter will agree in writing to a proposed financing arrangement [amount and timing of financing to be raised, percentage of share ownership to be allocated to the new investors] that may be modified upon BankofAngels review and due diligence as outlined in point 2.
  2. BankofAngels will review Presenter's business plan and proposal, and will make suggestions for constructive change where applicable, with no fee being charged to Presenter. If both parties agree that any changes should be made to the written financing arrangement, said changes must be made in writing as an addendum to the agreement described in point 1.
  3. Upon completion of the agreement in point 1 and review in point 2, BankofAngels will be authorized to approach any of its inventory of accredited investors and quote the terms of the written financing arrangement. If Presenter is already dealing with some potential investors and does not want BankofAngels to approach them, Presenter must give a list of those investors before signing the agreement referred to in point 1.
  4. BankofAngels and Presenter hereby enter into a finder's fee arrangement that will entitle BankofAngels to a Finder's Fee on the gross amount, before any deductions, expenses, or offsets, of any financing arranged or completed with Presenter [its people, its projects, or the company itself] within one year of the date of the Forum by any of BankofAngels' accredited investors, their associates, or their co-investors.
  5. Financing is defined as anything of value, including money, lines of credit, properties, and intellectual property, and the Finder's Fee payable by Presenter under this Agreement will be calculated on the gross amount of the proceeds or value received by it.
  6. The Finder's Fee shall be calculated using the following sliding scale:
    * "x"% on amounts up to US$xxx,xxx.
    * "x"% on any amount from US$xxx,xxx to US$x,xxx,xxx.
    * "x"% on any amount over US$x,xxx,xxx.
  7. The Finder's Fee shall be due and payable at the same time as the financing is received by Presenter.
  8. At the option of Presenter, up to 50% of the Finder's Fee may be paid in the form of shares of the Presenter, valued at the same price as the shares issued for the financing.
  9. The Finder's Fee is earned by BankofAngels by its providing a contact with any accredited investor, as defined in point 4, who completes a financing with Presenter. No additional services are required to be performed, although BankofAngels may voluntarily provide information or engage in negotiations that may expedite either the financing agreement or its consummation.
  10. BankofAngels is not entitled to receive any finder's fee until one of its accredited investors actually completes a financing with Presenter.
  11. BankofAngels has no responsibility for the final provisions, terms, or conditions in any financing agreement between Presenter and any accredited investor.
  12. BankofAngels declares that it is not a licensed securities broker or dealer or investment advisor, and both parties declare that this Agreement is not intended for the buying, selling, or trading or securities, or the offering of counsel or advice with respect to any such activities.
  13. This Agreement shall be binding upon both parties and their respective estates, heirs, successors, and permitted assigns.
  14. This Agreement may not be assigned by either party without the written consent of the other.
  15. This agreement is the entire agreement between the parties. There are no other understandings, representations, or warranties concerning this Finder's Fee Agreement.
  16. If any dispute develops that cannot be resolved amicably by the parties to this Agreement, said dispute is to be settled through binding arbitration by a single professional arbitrator licensed to practise in British Columbia, Alberta, or Ontario, Canada. The prevailing party in any such action shall be entitled to recover all costs, reasonable attorney fees, and costs of enforcing or collecting any judgment awarded.
  17. The judgment by any court of law that a particular section of this agreement is invalid shall not affect the validity of the remaining provisions.

BankofAngels.com Inc                                                   Presenter

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