Pre-Approved

Mutual Non-Circumvention and Non-Disclosure

This is a pre-approved template and may be sent to counter-party without a request. Use to bind potential clients, investors, or partners when anticipating disclosure of confidential information prior to an engagement or referral of a buyer or seller of securities.

The NCNDA should be executed prior to any disclosure of confidential information (especially identifying information regarding your buyers or sellers). An issuer/seller may request a signed NDA prior to sending off confidential due diligence items. We prefer to use our mutual NCNDA in this case as well. Typically, a client's NDA will not cover the concerns on the broker-dealer side. Our NCNDA is 100% bilateral and comprehensive.


Secondary Sales

Sell-Side Agent Engagement

Use to engage a seller of securities (typically late-state equity ) that wishes to use Rainmaker Securities as its agent to facilitate the liquidation of their position on the secondary market in exchange for a commission.

Buy-Side Agent Engagement

Use to engage a buyer that is seeking to purchase a particular security on the secondary market, and wishes to use Rainmaker Securities as its agent to source a seller in exchange for a commission. The Buy-Side Agent Engagement is a binding contract. In contrast, a Letter of Intent is merely a non-binding manifestation of terms on which a party would be willing to contract.


Primary Offerings

Capital Raise Engagement

Use to engage a company that will conduct an offering of equity or debt to investors in an effort to raise growth capital. Compensation to Rainmaker Securities for subscriptions may include warrants as well as cash.

Mergers & Acquisitions Engagement

Use to engage a company that will conduct an offering for securities that would result in a change of control of the company or a sale of all or substantially all assets of the company.

Investment Fund Solicitation Agreement

Use to engage an entity that manages an investment vehicle and sells equity interests in the vehicle. The value of the interests sold are derived from the underlying assets held by vehicle and managed by the investment vehicle manager. Includes the option for recurring commission to Rainmaker Securities from a portion of the manager's performance or incentive compensation.

Warrant to Purchase Securities

Under certain engagements, warrants may be agreed upon as success fee compensation in leu of or in addition to cash compensation. A warrant is a security that entitles the holder to buy the underlying stock of the issuing company at a fixed price called exercise price until the expiry date. Warrants and options are similar in that the two contractual financial instruments allow the holder special rights to buy securities.

Letter of Intent

Use to solidify a relationship with a buyer of securities when fees will be coming from the sell-side. Essentially, it's a non-binding manifestation of intent to contract at a later date using terms presently agreed upon


Partners

Interbroker Fee Sharing Agreement

Use to share success fees when Rainmaker Securities will represent one side of the transaction and the other side is represented by a different, registered broker-dealer. The agreement contemplates a 50/50 default split, but can be modified on a transaction-by-transaction basis using the Schedule A.

Unregistered Foreign Finder Agreement

Use to share success fees when Rainmaker Securities will represent one side of the transaction and the other side is represented by an unregistered foreign finder. The foreign finder cannot be a resident of the United States and the transaction cannot be marketed in the United States. The agreement contemplates a 50/50 default split, but can be modified on a transaction-by-transaction basis using the Schedule A.