INTRODUCERS AGREEMENT

 A. SCOPE OF AGREEMENT

1. The Introducer is responsible for understanding the investment opportunity and matching this with the correct contacts on their end with a view to delivering cash investment in the project.
2. It is expected that The Introducer will work with the company to ensure that potential prospects fully understands the company’s offering, its USP’s and the financials that support the proposed task, and it is recognised that this process will take some time, and that, as the company develops other opportunities (developed by the company), these may appeal to the investor more than the original project.
3. It is expected that The Introducer will play an active role in the relationship management of the opportunity, managing all parties and remaining involved throughout.
4. For this, The Company agrees to pay The Introducer 10% commission on the first £250,000 raised, 8% commission on the next £250,001 to £500,000,
   6% commission on the next £500,001 to £1,000,000, 5% commission on anything above £1,000,001
   Please see below for terms and conditions relating to investment that is not as a direct result of a first-person introduction.
5. These fees will be paid once the round has been formally closed and upon submission of an invoice by The Introducer to The Company. There will be no upfront payments or pay-outs made on the back of signed / investor documents alone – payments are only made on secured funds/share certificate issued.
   The Introducer fee will be paid at the end of the round and must be invoiced as a ‘Consulting Fee’ due to FCA regulations around selling investments.
   The standard process for securing an investor is that once an agreement (price per share) has been reached, the Company will issue a Draft Term Sheet and Subscription offer by Adobe EchoSign that will confirm the agreement and advise the investor of where to transfer their investment monies. Once the transfer is received and the Subscription Letter is issued and eSigned, The Company will issue share certificates (this can take four-six weeks after the round has closed).
6. In the event of the campaign being run via a third-party crowdfunding platform, pay-outs will be made 30 days after the platform has issued ALL share certificates and processed all EIS/SEIS certificates. NOTE if The Company doesn’t hit its crowdfunding target the platform doesn’t pay out and no one gets any money (including The Company from the crowdfunding platform).
   If the monies from the investor are phased then, assuming there is an applicable schedule, then the Introducer will be paid in phases, in line with the company investment schedule.
7. All payments will be made within five days of the invoice (which can be sent 24 hours after investment cash is confirmed in the bank account).
   NOTE that the percentage (%) fee payable is THE GROSS AMOUNT and will include any and all taxes (VAT etc.) and you are responsible for these, NOT The Company
8. Any party can terminate this agreement (for the provision of introductory services NOT the honouring of fees against investments secured / introductions made) with immediate effect if submitted in writing / by email - however - any fees due as per the terms of this agreement will still be honoured and paid by The Company when the round closes as per the payment terms above.
   It is required by The Company that you will play a role in the management of the investor relationship, not just share an email, but help foster and nurture the relationship and hand hold the investor (your contact) through the lifetime journey of this transaction. From set-up / pitch / nurture / upsell / close the opportunity, in all events & situations – essentially projecting managing & owning the relationship end to end.
9. Expenses – you are liable for all expenses you incur during the process of signing up and managing the prospective investor / contact unless otherwise agreed by The Company in writing in advance (by a side letter in association with this agreement). If you have an approved expensers card then you must follow the procedures set out in the TechAdventure Expenses policy please visit https://www.techadventure.uk.com/handbook for more information 

B. MANAGEMENT

1. A google.sheet will be set up and shared and it is the responsibility of The Introducer to list any contacts / leads / introductions and identify which investment opportunity that you are targeting them for.
2. You must be available for regular updates as and when required, and as agreed in advance, to discuss investment opportunities and target investors, supporting assets, etc and keep the google.sheet updated.
3. NOTE: your contacts are your data and are not the property of The Company until these leads convert to an investor, at which point that individual and their data is now also owned by The Company as they are a Shareholder in The Company.
    

C. AN INDIRECT INVESTMENT

1. If an investment arises because The Introducer is introducing an investment opportunity to an individual who is not an investor but an introducer / giving a second introduction and this second introducer requests / requires a fee, then this fee will be paid from the fee due to the primary The Introducer, it may also be (in almost all cases) the responsibility of The Introducer to agree on this fee split direct and upfront with The Second Introducer (typically this would be 50% of your fee paid to them by The Company).
2. The Introducer is liable for all fees relating to any third-party agreement and it is the responsibility of the Introducer to make anyone that needs be aware of this situation. The Company suggest this same contract be used by The Introducer and issued by The Company (with a revised/agreed fee structure) so that there is transparency and understanding as well as a solid contract in place with all parties at all times (minimising risk to everyone).
3. It is essential that The Introducer make the Second Introducer aware of this agreement, and The Company would recommend that the Second Introducer is formally signed up by TechAdventure with this agreement, The Company is not liable for any fees/commissions due to third-party introducers and if they have not signed an agreement with us, then you must be them out of your commission.
4. A 3rd tier introduction is not covered by this agreement (e.g., if you introduce us to someone, who introduces us to someone, who then, in turn, introduces us to someone, from which investment takes place - no fee will be paid to anyone on this) the objective here (and always) is to introduce us to investors, not people who know investors.
    

C. AGREEMENT & SIGNATURE

This agreement is valid from the date of signing until the end of the funding round it covers.