Private companies wanting to go public.
Tap into funds. Raise capital.
Retain more control than going the private equity route
Must be established and have at least $1,00,000 revenues.
Retain 85% of your company. Compare that to private equity.
Seeking $10,000,000+ in equity for expansion not to start.
Offer 1st October:
Usually we just have a consulting agreement, and convertible note and assignment as our paperwork. But because we have a broker dealer to fund this transaction we have the additional term sheet.The assignment is how we transfer the note to you. Basically you buy our note. (Details in Addendum of Consulting Contract).
All this paperwork (without term sheet) has been used for self directed 401(k) and IRAs before and is all that is necessary for approval from a self-directed 401(k) or IRA manger.
Let me know if you have any questions, and whether you would want to proceed if the first guy doesn’t come through. I am at this point very much anticipating he won’t, but you never know.
Again, no pressure, just let me know if you are not interested or would rather pass, as it is no problem. This is a hot deal and will go quickly if you are not interested. If you are interested tell me what name you would want to take the note and stock in (personally or LLC, Corp, etc.) and the address of the person or entity that would buy the note.
These are the terms of an agreement between, Mission Road Pictures LLC (herein referred to as “MRP”), its shareholders, officers and associates (herein referred to as “MRP Group”), and OBS CA Trust (herein referred to as OBSCAT) and its officers, consultants and associates
It is the intention of this term sheet to outline the major terms for a binding legal agreement or set of binding legal agreements (herein referred to as “Definitive Agreements”) which shall be drafted according to the terms set forth herein. This term sheet itself is a binding legal agreement to prepare and execute the binding legal agreement(s) encompassing these major deal points, (“The Term Sheet Agreement”).
1) Mission Road Pictures LLC (“MRP”) to sign a consulting agreement with Medley Group (“Medley Group”) to
a) take a to-be-formed Corporation (“NewCorp”) public and
b) structure NewCorp to maximize salability by a broker dealer during money raise and yet minimize dilution to existing investors of MRP for this and any subsequent money raises
b) to introduce NewCorp to a funding source that is ready willing and able to fund NewCorp, and
c) oversee funding of $15,000,000 USD to NewCorp to acquire MRP and
d) oversee subsequent listing on OTC.
Consideration for the consulting agreement shall be $150,000. Payment terms shall be $50,000 down upon signing of this term sheet agreement and the balance of $100,000 to be paid out of first $1,000,000 raised by NewCorp.
2) Medley Group to form a Colorado corporation (“NewCorp”) [Colorado is suggested but another state can be used if preferred.] The purpose of NewCorp shall be to acquire and fund MRP.
a) Medley Group shall be original shareholders, officers and directors upon formation.
b) After formation, but before acquisition, Silverleaf Partners LLC (“NewBD”) shall be given a consulting/investment banking contract to fund NewCorp which shall originally be listed on the OTCQB. NewBD’s fee for raising the $15m shall be 7% of the cash and additional warrants amounting to 5% of money raised
c) After formation but before acquisition Medley Group’s consulting contract per 1 above shall be transferred to NewCorp.
3) Acquisition (“Acquisition”) closing terms shall be conditional until such time NewCorp raises a Minimum of $1,000,000 (or whatever we agree upon) dollars to close and complete Acquisition.
a) Medley group shall introduce potential funders to Newcorp to fund a private placement for a minimum of $1,000,000 (or whatever we agree upon) and a maximum of $15,000,000 (or whatever we agree upon). There shall be NO charge/fee/commission paid by NewCorp for any of Medley’s introductions to any potential funders. [NOTE: Medley has already introduced to MRP to a NY broker dealer, NewBD, who is ready, willing and able to fund NewCorp $15m. Medley has a verbal confirmation that NewBD likes the NewCorp structure, likes the fact that NewCorp will file an S1 within 4 months of the close of the PPM to raise $15m, and likes the Preferred B Shares [preferred shares that will be converted into common shares at the rate of $3 of common for every $1 of Preferred B owned] and is willing to do a private placement to sell Preferred B shares to raise $15m for NewCorp.]
b) When appropriate and qualified for uplisting, Medley Group will introduce NewCorp to another retail broker dealer who can uplist NewCorp to a higher exchange.
4) NewCorp Structure
a) Upon formation Newcorp shall be authorized under Colorado law to issue either unlimited shares or a limit to be determined such as 250m common and preferred shares. [Note: all numbers below are suggested numbers to reflect percentages. Actual number can be changed accordingly as agreed upon by all parties.]
b) Immediately after formation, the Medley group shall be issued 1,000,000 common shares, 1,000,000 preferred A shares (preferred A shares shall own, vote, receive dividends of 80% of the company with non-dilution by common and other preferred shares issued), and 1,000,0000 preferred B shares. (It is estimated that after $15m is raised with the following structure MRP Group (“MRP Group”) shall still own 85+% of the company, with a floor of around 80% no matter how much money they raise while on the OTC in the future.)
c) Upon close of Acquisition the structure shall be:
Common: 10,000,000 shares issued and outstanding: 9m MRP Group, 1m Medley Group
Preferred A: 10,000,000 shares issued and outstanding: 9m MRP Group, 1m Medley Group
Preferred B: 20,000,000 shares issued and outstanding (These are the shares that will be sold to raise money) 9m MRP Group, 1m Medley Group +maximum of 3,000,000 shares issued to investors at $5/share to raise $15,000,000
Management: Medley Group shall retire as management and MRP Group or appointees (“New Management”) shall assume all management and board of director positions of NewCorp, with the option of Medley Group having one seat of the board of directors if desired.
5) NewCorp S1 and 15c211 preparation and filing shall be handled by MRP’s attorney of choice or (optionally if desired) by Medley Group and Medley Group’s attorneys (for an additional fee of $25,000). In the event that MRP’s attorney or a top tier law firm is needed to file S1 and/or 15c211 Medley Group’s shall act as “legal coordinator” and Medley Group shall review all filings of law firm before being made. In either case New Management shall review and approve all documentation before any documents/answers, etc. are filed. And New Management of course has the final say to accept or reject any of Medley Group’s recommendations.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
Agreed and Accepted this 3rd day of June 2019;
Mission Road Pictures LLC MRP Group
By: Kenny Saylors, Managing Member Chris Nassif, Representative
OBS CA Trust
Money back + interest
5% share of a newly formed company
YOU get the Public company shell as collateral. That can be sold on the market for $350,000 to $500,000
You think rich people get rich playing retail investments?
email : email@example.com