UPLOADED ONTO xxx.xxx.xxx
XXXXX File No.: 10458
SEC CIK # 0001640170
FEBRUARY 14, 2016
JOBS ACT / REGULATION A
FINDERS SALES COVER AGREEMENT
WESTERN GATEWAY REGION RURAL BROADBAND COMPANY, INC.
By and between:
Xxxx Xxxxx, Issuers Representative
WESTERN GATEWAY REGION RURAL
BROADBAND COMPANY, INC., Issuing Company
0000 Xxxxxxxxxxx Xxx., XX
Xxxxx 000
Xxxxxxxxxx, XX 00000
000-000-0000
xxx.xxxxxxxxxxx.xxx
xxxxxx@xxxxxxxxxxx.xxx
and
Xxxxxx Xxxxxx, CFA, Managing Director
BrokerBank Securities, Inc.
00000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000-9406
000-000-0000 and 000-000-0000
xxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx
IN CONSIDERATION OF and as a condition of the parties entering into this
Finder's Sales Cover Agreement (Agreement) , and other valuable
consideration, the receipt and sufficiency of which consideration is
acknowledged, the
parties to this Agreement agree as follows:
I. Preamble
This Agreement is made pursuant to the rules and regulations as set forth at:
xxxxx://xxxxx.xxxxxx.xxx/xxxx/x/0XxxXxX0XXXxxXXXxxXxXXXxXXxX/xxxx?xxxxxxxxxxx
The link shown above provides the text of the rules that govern this Agreement,
such rules otherwise bearing the title: Amendments for Small and Additional
Issues Exemptions Under the Securities Act (Regulation A).
As set forth in the said rules, this is a material contract, as defined here,
and therefore, will be filed as an exhibit to the amended offering circular and
the amended Form 1-A that registers the finder.
This Agreement, is made in compliance with said rules, and subject to any
exceptions, and further subject to the omission of any items which are
permitted to be omitted by the said rules, where said items may be included in
any supplemental agreement by and between the parties.
This Agreement, with electronic signatures will, therefore, be uploaded as an
Exhibit to the existing and qualified Form 1-A, bearing SEC file number: 10457,
and CIK number: 0001579586.
II. The parties
This Agreement is made and entered into by and between:
The Issuer, Western Gateway Region Rural Broadband Company, Inc., and the
finder, BrokerBank Securities, Inc., as finder.
III. Type of Agreement
An Agreement whose plan of distribution requires the Issuer to cause the
securities to land directly in the hands of the investor, which is an event
that is triggered by the dealer consummating a sale, collecting the shares
price, and transferring the net proceeds to the Issuer.
IV. Finders Fee for Sales Involving Finder
A. Finders Fee
The Finder's Fee will be 1.9% of the total value of sales by the Issuer to the
investor in each sale referred by the finder.
B. Payments
Finder's fees apply to the total value of purchases by the investor for a
period twelve months from the date of the investor's referral and subsequent
first purchase.
V. Amendment of Item 4 of electronic Form 1-A
Upon signing this Agreement, the Issuer will, immediately, amend Item 4 of Form
1-A, to reflect the terms contained herein, and to otherwise make current Item
4 as to the finder.
To the extent, however, that Form electronic Form 1-A cannot be so amended so
as to include all necessary information, in the event of other seller
information being contained thereon, then the Issuer will amend the offering
circular, including the table of contents, to reflect the information that is
required for compliance with Item 4 as to the finder.
VI. Delivery - Access equals delivery
The parties to this Agreement will exercise the right to the access equals
delivery rule.
Thus, the parties agree that, inasmuch as all offering documents are already
posted on XXXXX, and inasmuch as the file number and CIK number of said
offering documents appears on this Agreement, any investor or potential
investor may access all such documents on XXXXX.
Further, the parties agree that, in accordance with amended Rule 251(d)(2)(ii)
of existing Regulation A, the finder may also rely on the provisions for access
equals delivery.
Finally, and however, the parties acknowledge that the Issuer has posted on its
website at xxx.xxxxxxxxxxx.xxx, the SEC link to offering documents. Such link
will direct any interested persons directly to the file number for this
offering, which is: 10457 and the CIK number for this offering, which is:
0001579586.
VII. Blue Sky law compliance
The finder acknowledges that the Issuer is qualified under New York's General
Business Law (Blue Sky), and that the issuer's representative, Xxxx Xxxxx, is
qualified as a 'dealer' under said laws and regulations.
VIII. Fees
To the extent necessary to comply with Item 4 of electronic Form 1-A the
parties will insert applicable information:
Anticipated fees in connection with this offering and names of service
providers:"
Name of Service Provider: BrokerBank Securities, Inc.
Sales Commissions: 1.9%
To the extent, however, that the completion of this section of Item 4 of the
online Form 1-A will make any section incomplete, the Issuer will amend the
offering circular to note such section in the table of contents, and make such
amended offering circular a part of its XXXXX file. T
IX. Other Agreements and Merger Clause
The parties have read this Agreement and agree to be bound by its terms, and
further agree that it constitutes the complete and entire agreement of the
parties and supersedes all previous communications, oral or written, and all
other communications between them relating to this Agreement and to the subject
thereof.
No representations or statements of any kind made by either party, which are
not expressly stated herein, shall be binding on such party, subject to the
following: to the extent that any other terms and conditions by and between the
parties may better serve their needs, in that case, and in a manner not
inconsistent with any of the terms of this Agreement, and not inconsistent or
in violation of any of the rules shown on the Federal Register link that is a
part of this Agreement, or with any Blue Sky laws, the parties may enter into
such separate agreement, and may, at their option, incorporate any such
agreement by reference into this Agreement.
X. Termination of the Agreement
The parties agree that they may terminate this agreement at any time, by
providing an electronic mail message of termination to each of the respective
representatives, as follows:
For the Issuer: Xxxx Xxxxx, Issuers Representative: xxxxxx@xxxxxxxxxxx.xxx.
For the Finder:
Xxxxxx Xxxxxx, CFA, Managing Director
BrokerBank Securities, Inc.
00000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000-9406
000-000-0000 and 000-000-0000
xxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx
Upon any such termination, the parties agree to the following:
A . Fees due: any fees already under contract due to the finder will be
paid to the finder;
B . Any sales leads for which an ultimate sale is made within 30 days
from the date of termination, will be honored by the Issuer as if they were
made by the finder, and the full fee will be paid to the finder, upon the
condition, however, that the finder notify the potential investor of the
separation, and also provide to the Issuers representative, Xx. Xxxxx, the
contact information for said potential investor. Such fees will be honored only
for the potential sale that was under sales action by the finder at the time of
the termination.
XI. Governing law
This Agreement shall be construed in accordance with the laws and regulations
governing securities in the State of New York.
XII. DISPUTES AND MEDIATION
If a dispute arises out of or relates to this contract, or the breach thereof,
and if the dispute cannot be settled through negotiation, the parties agree
first to try in good faith to settle the dispute by mediation administered by
the American Arbitration Association under its Commercial Mediation Procedures.
If mediation fails, the parties agree that all actions and proceedings arising
out of this Finder's Sales Cover Agreement or any of the transactions
contemplated hereby shall be brought in the United States District Court in New
York, and that, in connection with any such action or proceeding, submit to the
jurisdiction of, and venue in, such court.
XIII. Signatures
Note: In order to comply with the electronic signature requirement of JOBS Act/
Regulation A, the parties provide their electronic signatures below, and agree
to maintain in their archives the original signature pages showing the actual
signature of their representatives, or an authenticated copy thereof.
IN WITNESS HEREOF, the parties have duly affixed their signatures
as proof of their acceptance of the terms and conditions of this Agreement:
For the Issuer:
By: Xxxx Xxxxx
By my signature here in green I certify that
I signed this document electronically as authorized by 15 U.S.C. 96
__________________________________________
Xxxx Xxxxx, Issuers Representative
Date: 2/14/2017
For the Finder:
By: Xxxxxx Xxxxxx
By my signature here in blue I certify that
I signed this document electronically as authorized by 15 U.S.C. 96
___________________________________________
Xxxxxx Xxxxxx, CFA, Managing Director
Date: 2/14/2017
