This Irrevocable Profit-Participation Agreement ("Agreement") is made and entered into as of 
* by and between * * herein referred to as ("Investor"), with offices at * * * * *
AND
RAM Global Enterprises LLC, referred to as ("RAM"), represented by Ronald I Gross with offices at 7400 E Gainey Club Dr. Unit 245, Scottsdale, AZ 85258 together referred to as ("Parties").
Investor may be referred to as ('Investor")
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RECITALS:
Whereas: Investor desires to invest in a Cash Backed Private Trade Program and pledge their capital to initiate a trade.
Whereas: RAM Global Enterprises LLC will provide introductions and Consulting Services to assist in the possible application and acceptance in a "Private Trade Program" and/or a purchase of a Financial Instrument.
The Parties Agree as follows:
1.) Services: RAM Global Enterprises LLC Agrees to:
a.) provide introductions to the Investor that offer Financial instruments either as the Issuer, or the Provider that has received an allocation.
b.) facilitate any initial communications and outline initial protocols required for the success of an investment in a Financial instrument or Private Trade Placement by the Investor.
c.) Provide services to the Investor to secure project funding.
2.) Fee : Investor agrees to pay RAM Global Enterprises LLC:
a.) In the event of a Trade, TEN PERCENT (10%) of the Gross Profits and all other returns gained from the participation in any Private Trade Program introduced by RAM Global Enterprises LLC.
b.) Notwithstanding (a), in most cases it will be expected that a specific IRREVOCABLE MASTER FEE PROTECTION AGREEMENT "IMFPA" for the transaction will be executed and delivered, for an investment in a Private Trade Placement "Trade", or the purchase of a Financial Instrument. The fees stated in (a) will apply in the event an IMFPA for the relevant transaction may not be executed. Therefore, and accordingly, the Parties (RAM and Investor) will endeavor to generate an IMFPA for each such transaction whereby: (i) an IMFPA will be executed stipulating the terms and conditions prior to any introductions to a Provider of the Financial Instruments or Trade Programs offered.; (ii) the IMFPA will stipulate to William G Hicks Esquire as the Paymaster, who will receive all funds,(Profits), per tranche, and distribute them to the appropriate Parties (Investor and Agents named) on said contract; and (iii) the IMFPA will endure for the duration of the initial investment and additional compounding investments offered while under the contract accepted, and continue for a period not less than Five (5) years for any rolls and extensions as well as future investments during said time period and (iv) Investor authorizes RAM Global Enterprises LLC to inform the Provider of the Trading Investment of this Agreement and to accept the IMFPA and Agreed Paymaster of William G Hicks Esquire.
3.) Term: The term of the Agreement shall be for five (5) years and can be extended. During the extended term Investor agrees to the Profit Sharing Fee of TEN Percent (10%) of the gross amount gained plus any other returns to be paid to RAM Global Enterprises LLC with respect to any additional transaction executed between Investor and the Provider introduced by RAM Global Enterprises LLC, unless otherwise agreed in writing.
4.) Non-Circumvention:
a.)During the term of this Agreement of five (5) years, including any extended term Investor agrees that it will not circumvent directly or indirectly through affiliated entities of the Provider or Platform introduced by RAM Global Enterprises LLC including a parent, subsidiary, brother or sister entity, or any other owned in whole or part by such Provider or Platform introduced, to other Associates to solicit financing from such Providers or Platforms other than through RAM Global Enterprises LLC.
b.) This non-circumvention applies to any Parties to be introduced to the Trade Platform and its Providers including Business Partners, Business Associates, Business Affiliates, Friends and Family. All additional introductions will be presented to RAM Global Enterprises LLC for the duration of this five (5) year term.
5.) Nature of the Relationship Created Between the Parties by this Agreement:
a.) This Agreement is not intended to result in any partnership, employment, agency, joint venture or other relationship between the Investor and RAM other than that of an independent contractor.
b.) Neither Party (Investor or RAM) shall have the right, by virtue of this Agreement or otherwise, to bind the other Party to any obligation, charge, or other liability whatsoever, nor shall either Party represent to any person or business organization that is has such right or that any other relationship between parties exists other than a contract for the express purposes set forth herein. The Investor and RAM are each responsible for their own taxes and expenses.
NOTE: Investor expressly understands and acknowledges that RAM Global Enterprises LLC or is Affiliates are not a U.S. Securities Dealer or Broker, and is not licensed or registered to conduct business as an Underwriter or Broker-Dealer in any jurisdiction, and that its duties to be performed by it, for compensation which can be legally be given and received for such Services.
6.) Confidentiality: By their execution hereof, the Investor and RAM agree that for the entire period that this Agreement shall be in effect, and for a further period of five (5) years thereafter, each will keep confidential any information of either Party which is designated by the disclosing Party as confidential, (the "Confidential Information"). All Confidential information disclosed or furnished to either Party hereunder by the other Party is proprietary to such disclosing Party, and the Party receiving such Confidential Information shall have no independent rights to use thereof for any purpose whatsoever, without the prior written consent of the disclosing Party. Confidential Information includes the names and contact information of the Providers or Issuers of the Financial Instruments and Private Trade Programs introduced by RAM Global Enterprises LLC to Investor.
7.) Indemnification: Each Party, the Investor and RAM, agree to indemnify, defend and hold harmless the other Party, its respective officers, directors, employees, agents and representatives from and against any and/or all liability, loss, cost, and expense (including reasonable attorney's fees and court costs), cause of action, claims or demands arising in any manner whatsoever out of either Party's breach of its covenants, representations and warranties herein.
8.) Miscellaneous:
a. Entire Agreement: This Agreement ending with the Signatures of RAM Global Enterprises, William G. Hicks, Esquire, and the Investor constitutes the entire and final Agreement and understanding among the Parties with respect to the subject matter hereof, and supersedes any and all prior oral or written Agreements, all of which are superseded hereby.
b. Counterparts: This Agreement may be executed in multiple counterparts, and by fax or email transmission, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. It shall be necessary that each Party execute each counterpart.
c. Governing Law: This Agreement shall be governed by and construed in accordance with the Laws in the State of Arizona. RAM Global Enterprises LLC shall be entitled to reimbursement of legal fees and costs, including attorney fees, if Investor fails to pay RAM Global Enterprises LLC and Ronald I Gross in accordance with the terms of this Agreement.
d. Injunctive Relief. All matters arising out of or relating in any way whatsoever to this Agreement, solely, shall be finally resolved by means of binding arbitration in accordance with the American Arbitration Association rules, whether in contract, tort, or otherwise shall be governed by the laws of the State of Arizona and the Federal Laws of the United States of America without regard to principles of conflict of law including its choice of law's provisions. Arbitration shall be held in the City of Phoenix, Maricopa County. A mediator shall be appointed by Agreement between the Parties. Parties agree to adhere to the ruling set forth by the American Arbitration Associate and agree to forego litigation in favor of their rulings. Each Party will be responsible for their own fees and legal costs and may not request an award from the Mediator.
e. Several Provisions: The provisions of this Agreement are severable, and if any one or more provisions is determined to be illegal, indefinite, invalid or otherwise unenforceable, in whole or in part, by any court of competent jurisdiction, then the remaining provisions of this Agreement and any partially unenforceable provisions to the extent enforceable in the pertinent jurisdiction, shall continue in full force and effect and shall be binding and enforceable on the Parties
BY THE DIGITAL SIGNATURES BELOW BY RONALD I GROSS AND WILLIAM G HICKS, ESQUIRE, THE TERMS AND CONDITIONS ARE ACCEPTED AND BOUND UPON THE DATE AND SIGNATURE OF THE INVESTOR BELOW.
RAM GLOBAL ENTERPRISES
Ronald I Gross
Managing Member
William G Hicks PA
William G Hicks, Esquire
INVESTOR SIGNATURE BELOW
BY MY SIGNATURE BELOW I ACCEPT THE TERMS AND CONDITIONS OF THIS PROFIT PARTICIPATION AGREEMENT AND HEREBY PROVIDE PERMISSION TO SUBMIT THIS AGREEMENT WITH ANY CONTRACTS NEGOTIATED ON MY BEHALF IF REQUIRED TO ASSURE SAID TERMS WILL BE WITHHELD FOR THE DURATION OF THE TERMS OF THIS AGREEMENT WHICH IS FIVE (5) YEARS FROM DATE OF FIRST EXECUTION OF A CONTRACT OFFERED.