JOINT VENTURE AGREEMENT
This
Joint Venture Agreement (“Agreement”) is made by and between Go Public LLC, a
Delaware limited liability company with its principal place of business at 0000
Xxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 (“Go Public”), and Xxxxxxx Law Group, P.C., a
Texas professional corporation with its principal place of business at 0000
Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (“WLG”). The above entities
may be referred to jointly as the “Parties”, or if referring to only one entity,
“Party.”
Go Public
is a venture development company whose business plan is to take companies public
by paying their offering expenses and being compensated in stock.
WLG is a
law firm with an active practice in securities and corporate law which desires
to use its expertise in a joint venture with Go Public.
Go Public
and WLG seek to create companies with minimal assets (“shell companies”),
register the shell companies’ shares with the Securities and Exchange Commission
(“SEC”) pursuant to the Securities Exchange Act of 1934 (“1934 Act”), and then
sell the shell companies to private companies for substantial cash and/or equity
compensation. This business is referred to as the “Joint Venture.”
The
Parties desire to document their agreement in order to further the Joint Venture
and their respective business objectives in good faith.
NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
|
1.
|
Establishment
of Joint Venture. There is hereby established a joint venture
between Go Public and WLG to create, register, and sell the shell
companies. In exchange for the compensation set forth below in Section 3,
WLG will provide all necessary legal services to carry out the business of
the Joint Venture. Such services are expected to be (but are not limited
to): (1) Preparation of the shell companies’ registration statements
pursuant to the 1934 Act; (2) Preparation of the 1934 Act periodic reports
for the shell companies; and (3) Preparation of the agreements pursuant to
which the shell companies are sold. However, WLG’s obligation to provide
legal services to the shell companies shall terminate at such time that
the shell companies are sold to an unaffiliated thirty party, unless WLG
expressly agrees otherwise.
|
In
addition, WLG agrees to make certain modifications to Go Public’s Confidential
Private Offering Memorandum at no charge to Go Public. WLG may perform other
services for Go Public other than those set forth above, however, such
additional services will be billed at WLG’s prevailing fees.
In
exchange for the compensation set forth below in Section 3, Go Public agrees to
pay all expenses relating to the Joint Venture. Such expenses are expected to be
(but are not limited to) organizational expenses for the shell companies, audit
fees for the shell companies, and printing and filing expenses.
|
_____GP
|
Joint
Venture Agreement – Page 1 of 3
|
_____WLG
|
The
Parties agree to perform in good faith all services necessary to further the
business of the Joint Venture. Any services other than those set forth above
shall be performed jointly by the Parties unless one Party agrees to perform
such services individually.
|
2.
|
Joint
Consultation. All business decisions relating to the Joint Venture
shall be consulted among Go Public and WLG and unanimously agreed upon.
Xxxxx Xxxxx and Xxxxxx Xxxxxxx shall be named as directors of the shell
companies.
|
|
3.
|
Split
of sale proceeds. Each Party shall receive fifty percent (50%) of
the sale proceeds of all shell companies created pursuant to this Joint
Venture. Each Party’s share of the proceeds shall be calculated without
taking into account any expenses attributable to the Joint Venture or the
shell companies.
|
The
proceeds of sale from a shell company shall be considered attributable to each
Party’s sale of the shell company’s stock up to the full 50% of the sale
proceeds to which each Party is entitled. If WLG does not subscribe to the full
amount of shares permitted by Section 4 below, then its portion of the sale
proceeds shall be paid to WLG as legal fees for services rendered for the
benefit of the Joint Venture.
|
4.
|
Stock
subscription. It is contemplated that Go Public will be the only
shareholder in the shell companies created pursuant to the Joint Venture
and that in such case, the 50% split paid to WLG will be for legal
expenses. However, WLG may purchase up to 50% of the stock of any shell
company at any time before sale of the shell company to an unaffiliated
third party by giving notice to Go Public and the shell company of WLG’s
desire to subscribe to such stock. The amount paid for such stock shall
not exceed the par value per share times the amount of shares subscribed,
or if the shares have no par value, then an aggregate subscription price
of one dollar ($1). However, in no case shall WLG’s share of the sale
proceeds (whether paid as legal fees or as gains attributable to the shell
companies’ stock) exceed 50%.
|
|
5.
|
Joint
venture company. Go Public and WLG may decide to form a corporate
entity for the Joint Venture in the future. The terms of this Agreement
shall be reflected in the organizational documents of such entity to the
extent possible. To the extent that the terms of this Agreement are not
incorporated into any such organizational documents, the terms of this
Agreement shall remain in effect.
|
|
_____GP
|
Joint
Venture Agreement – Page 2 of 3
|
_____WLG
|
|
6.
|
Ethics
disclosure. WLG hereby makes the following disclosure to Go Public
pursuant to Rule 1.08 of the Texas Disciplinary Rules of Professional
Conduct: WLG currently provides legal representation to Go Public, and by
virtue of this Agreement, WLG is entering into a business arrangement with
a client. You are entitled to have independent counsel review this
Agreement and advise you as to your legal
rights.
|
WHEREFORE,
this Agreement is entered into as of the 22nd day of
July, 2008.
GO PUBLIC
LLC
By: /s/
Xxxxx Xxxxx
Managing Member
XXXXXXX
LAW GROUP, P.C.
By: /s/
Xxxxxx X. Xxxxxxx
President
|
_____GP
|
Joint
Venture Agreement – Page 3 of 3
|
_____WLG
|
