Sec Finder`s Fee Agreement

-April 11, 2021-

Sec Finder`s Fee Agreement

Mike Burroughs

The Commission proposes to grant a conditional exemption to the broker registration requirements set out in Section 15, Point a) of the Exchange Act to allow individuals to conduct certain limited capital raising activities involving accredited investors. The proposed exemption would create two categories of discoverers, animals I Finder and Tier II Finder, which would be subject to conditions adapted to the scope of their respective activities. Tier I and Tier II Finder would both be entitled to accept transaction-based compensation under the terms of the proposed exemption. A finder was not able to take advantage of this proposed exemption to engage in brokerage activities beyond the proposed exemption. Among other things, a finder could not rely on this proposed exception to facilitate a registered offer, a resale of securities or the sale of securities to investors who are not accredited investors or that the Finder does not have the reasonable belief of being an accredited investor. The proposal would create two categories of discoverers, Tier I Finder and Tier II Finder, which would be subject to conditions adapted to the scope of their respective activities. The proposed exemption would create clear channels for both registered brokerage activities and limited finder activities, which would be excluded from registration. A Tier II finder could apply for investors on behalf of an issuer, but bidding activities would be limited to the following measures: (i) identification, verification and contact with potential investors; (ii) the distribution of issuers providing equipment to investors; (iii) review of issuer information contained in all products of the offer, unless the Class II finder provides advice on the valuation or recommendation of the investment; and (iv) the organization or participation in meetings with the issuer and investor. FACT SHEET Proposal to exempt dealers from registration for Finder October 7, 2020 There will be a 30-day delay for commenting on the proposed exemption after publication in the Federal Register.

A Tier I Finder would be limited to providing contact information to potential investors regarding a single capital raising transaction by a single issuer over a 12-month period. An I Finder animal could not have contact with a potential investor through the issuer. The Securities and Exchange Commission today decided to propose a new conditional exemption limited to registration requirements for brokers who help issuers raise capital in the private markets of accredited investors. If adopted, the proposed exemption would allow individuals to engage in certain limited activities involving accredited investors without registering with the Commission as brokers. The proposed exemption is intended to help small businesses raise capital and clarify the regulation of investors, issuers and prospectors who support them. Level I and II researchers are subject to certain conditions. The proposed exemption for animal researchers I and II would only be available where: "Many small businesses are having difficulty raising the capital needed to grow and prosper, especially when they are in places where strong and established capital raising networks are lacking," said President Jay Clayton. In these ecosystems in particular, researchers can play an important role in facilitating capital creation for small emitters. However, for years, there has been uncertainty about the regulatory status of researchers, which has led to numerous requests for action from the Commission, including small business supporters, dry advisory committees and the Ministry of Finance.

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