Finders Agreement

1. Services. The services that the Finder can provide are in addition to all the other services that the Finder can provide to the company under other agreements that the Finder may have with the company. As a result, no part of the compensation that the Finder can obtain under such other agreements is related to the research fee listed below; Similarly, the payment of such a research fee is not related to other amounts for which the company is indebted to the Finder. In NTV Management, Inc., vs. Lightship Global Ventures, LLC, Massachusetts Supreme Judicial Court struck a first instance that found that a finder fee agreement was not applicable, since it was null and void under Massachusetts and Federal securities laws, since the finder was not registered as a broker. The Finder`s compensation agreement in question, like many of these agreements, held that The Finder (NTV Management, Inc.) had a commission on obtaining capital from investors and/or lenders that lightship Global Ventures, LLC needed to acquire Salary.com. The agreement also provided that, under certain conditions, if Lightship did not use NTV`s sources of capital to acquire Salary.com, a $330,000 consulting fee would be paid instead of a commission. After terminating its contract with NTV, Lightship completed the acquisition of Salary.com with a source of capital that was not associated with it by NTV. In the end, Lightship found that NTV was not owed to a commission or advisory fees related to the acquisition of Salary.com, and NTV sued for the payment of the commission or, failing that, the payment of the advisory fees.

our understanding and agreement (the “agreement”) with SBI E2-Capital (USA) Inc. On behalf of Netgateway, Inc. (the “Company”), the “Finder”) serves as a finder to present the company to potential investors (“potential investors”) in connection with the company`s private offer (the “transaction”) of $US total amount of the principal of its common share, with a face value of $0.001 (the “common share”). Under Massachusetts law, a person who “is involved in securities transactions on behalf of others or on his own behalf” is registered as a broker-dealer (federal law is similar). If such a person or entity is not registered, it cannot enforce a contract in violation of securities law. In deciding whether NTV`s agreement with Lightship should be implemented, the SJC considered whether the agreement on its face had triggered an obligation for NTV to register as a broker-dealer. To do so, the CJS used a two-part analysis and determined: “1) whether the instrument being traded is a “guarantee” and, if so, (2) whether the conduct required by the contract amounts to “transactions.” The SJC found that the language of NTV`s agreement with Lightship was broad and indeterminate as to the specific form of the transaction that would take such a capital raising and found that “NTV`s contract does not require trading with securities.”