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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 2000 Banks Road, Margate, Florida
33063 (“Go Public”), and Whitley Law Group, P.C., a
Texas professional corporation with its principal place of business
at 1001 South Dairy Ashford, Suite 100, Houston, Texas 77077
(“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:
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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.
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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
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