# Outside Capital Raising

insert any terms and conditions here....

perhaps mention sources of revenue, markets being pursued etc...

## Non Equity and Non Debt based

Capital will be primarily sought through the pursuit of abc from xyz (but not
limited to):

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## Restrictions on Capital Sources

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## Equity Based Raises

### General Conditions and Requirements

Any grant of equity in exchange for outside capital investment in the Company 
shall be on the following (or substantially similiar) terms and conditions , 
and require unamious written consent of the Members and the Board Of Directors.

### Terms and Conditions

[PUBLIC] Earnest Shared Earnings Agreement v1.3
SHARED EARNINGS AGREEMENT BETWEEN EARNEST CAPITAL AND Company.

Date

The following is a summary of the principal terms with respect to the proposed financing of _______________ (the “Company”).  Except for the section entitled “Confidentiality,” this summary of terms does not constitute a legally binding obligation. The parties intend to enter into a legally binding obligation only pursuant to definitive agreements to be negotiated and executed by the parties.
Amount of Investment

$___________

Shared Earnings
By the 10th day of each quarter, the Company will pay the Investor the Percentage 
(as defined below) of: the Company's Founder Earnings (as defined below) 
less the proportional Founder Earnings Threshold (as defined below),  
in the preceding quarter. 

Shared Earnings shall continue until the Investor has received the Shared Earnings Cap. 

The Percentage
The Percentage shall be ___%.

Net Income
Net Income means net income determined in accordance with GAAP.

Founder Earnings
Founder Earnings means Net Income, adding back any founders' salaries.

Founder Earnings Threshold
$________ per founder per year.

Shared Earnings Cap
The Shared Earnings Cap will be __X the investment amount.

Equity Basis
The Equity Basis will be the greater of (i) any unpaid portion of the Shared Earnings Cap,
or (ii) the Amount of Investment.

Equity Conversion
The Investor has the right, at its option, to convert the Equity Basis into the shares 
sold by the Company in its next fixed-price round of financing, at a price per share 
equal to the lesser of
 (i) the price of the securities sold in the next financing, 
or (ii) at a price per share calculated by dividing the Valuation Cap (defined below) 
by all issued and outstanding shares plus all shares reserved for issuance 
under any equity incentive plan at the time of the closing of the next financing. 

Valuation Cap
$_____________

Sale
On a sale of the Company, the Investor is entitled to receive the 
greater of
(i) any unpaid amount of the Shared Earnings Cap or 
(ii) the amount the Investor would be entitled to receive if it converted the Equity Basis 
at the Valuation Cap.

Information Rights
The Investor is entitled to standard information and inspection rights including any 
records of accounting necessary to verify Shared Earnings calculations. 

Board Observer
The Investor will be entitled to attend Board Meetings as an observer upon its request,
subject to executing a standard form observer confidentiality agreement. 

Participation Rights
The Investor will have the right to participate on a pro rata basis in subsequent 
issuances of Membership Interests, subject to customary exclusions. 

Confidentiality
Without the consent of the Investor, the Company shall not disclose these terms to 
anyone other than the Company's officers, directors, and key service providers. 

COMPANY:
                                        
Name:                                  
Title:                                          
Date:                                          
INVESTOR:
                                        
Name:  
Title:  
Date: