Portal Fee Agreement

This Portal Fee Agreement (the “Agreement”) is made this day (the “Effective Date”) by and between your company (“Company”) and NetCapital Funding Portal Inc. (“Portal”).

WHEREAS, the Company wishes to raise capital by selling a certain amount of it capital stock or membership interests (the “Securities) to either qualified sophisticated investors as defined under the Securities Act of 1933 (the “Act”) or eligible crowdfunding investors in reliance on the exemption under Section 4(a)(6) of the Act;

WHEREAS the Portal has an online funding portal (the “Site”) and is registered with the Securities and Exchange Commission (“SEC”) as an intermediary in a crowdfunding transaction;

WHEREAS the Company seeks to use the Site to attract investors (the “Investors”) to purchase Securities issued by the Company;

NOW THEREFORE, in consideration of the mutual agreements, covenants and provisions herein contained, the parties agree as follows:

  1. Use of Website

    Upon submission of the information required to qualify to sell securities on a crowdfunding website, Portal may make the Site available to the Company to allow Investors to purchase Securities offered for sale in compliance with SEC regulations.

  2. Fee

    Cash received from investors for the purchase of Securities shall be held in a third-party escrow account, until the targeted offering amount established by the Company is reached. Upon reaching the targeted offering amount, the Portal earns a fee of 4.9% of the gross funds collected (the “Portal Fee”). The Company agrees that the escrow agent shall remit the Portal Fee directly to the Portal, shall keep its negotiated fee for serving as the escrow agent, and shall remit the balance of the funds held in escrow to the Company.

  3. Entire Agreement

    This Agreement contains the entire understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of such parties (whether oral or written). No promise, inducement, representation or agreement other than as expressly set forth herein, has been made to or by the parties hereto.

  4. Headings

    The paragraph headings of this Agreement are for convenience of reference only and do not form a part of the terms and conditions of this Agreement or give full notice thereof.

  5. Severability

    Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  6. Governing Law

    This Agreement shall be governed by the substantive laws of the state of Delaware without regard to conflict of law principles.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

Last updated December 21, 2016