. . . prevent circumvention and/or disclosure of confidential information.

The NCNDA widget is a pre-approved template and may be sent to counter-party without a request to General Counsel. 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. Please use the NCNDA widget unless counter-party insists upon an editable version.

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.

. . . act as client's agent for a secondary market trade.

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.

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.

. . . act as client's agent for a primary market capital raise.

Variant A is our simplest form of capital raise engagement. It does not includes a retainer, warrant compensation, or difference in compensation rates for different securities.

Variant B takes a more granular approach to the capital raise engagement. It includes provisions for retainer payment, warrant compensation, and different commissions for equity and debt transactions.

Variant C may be used when a client insists upon pre-approval of the list of potential buyers that the agent may refer to seller. This approach is not preferred, but may be appropriate if there is low risk of circumvention.

. . . act as client's agent to solicit investment in a private fund.

The Solicitor Agreement is characterized by a fee structure wherein the agent will earn a portion of the fund's management and performance fee for the life of the investment.

. . . share fees with a registered broker-dealer or foreign finder.

Share 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 can be modified on a transaction-by-transaction basis using the Schedule A.

Share fees when Rainmaker Securities has engaged a client and makes use of an unregistered foreign finder to refer the other side of the deal. Foreign finder arrangements are heavily scrutinized and subject to many restrictions, so please check with General Counsel prior to sending.

. . . act as client's agent for a merger or acquisition.

The M&A Engagement should be used when a transaction will result in a change of control of the issuer. It contemplates a tiered commission structure and a comprehensive definition of Transaction Value.