I. Initial Consult

Private Placement Advisors LLC consults on the issuer's capital raising options under Rule 506(b, Rule 506(c, Reg A+, Regulation S, Rule 144A and Rule 144. No fee.

II. Documentation

Private Placement Advisors LLC (PPA) agrees to draft a professional grade PPM and executive summary using documents, graphs, exhibits, websites and other marketing and non-marketing collateral provided by the issuer. Relying on these foundation documents, PPA agrees to draft a subscription agreement and customized term sheet for each class of prospective investors using documents, graphs, exhibits, websites and other marketing and non-marketing collateral provided by the issuer.

The fee for PPA providing the documents described in this documentation paragraph within 20 business days following the date this engagement letter is signed by both parties is $1,195. The fee for PPA providing the documents described herein within 12 business days is $1,595.


PPA agrees to teach the Issuer how to establish an EDGAR account, secure its CIK number and file the Form D with the SEC. PPA will explain to the Issuer how this pedagogical approach can expeditie SEC processing.

Fee: $195

IV. Notice Filings

PPA agrees to: a) file the document commonly referred to as a “Notice Filing” with the securities commissioner in each resident state of each investor within 15 days of closing and, b) prepare a one-year calendar red-flagging forthcoming state securities deadlines. (Some state regulators ask for a nominal notice filing fee, to be paid by NMFF’s pro-profit affiliate).

Fee: $100/state (including follow up services)

V. Rule 506 Verification Letter

PPA agrees to draft and deliver a personalized Rule 506 verification letter for each Rule 506 investor within 15 days following closing, to be signed by Douglas Slain (Slain). PPA represents that Slain is a nationally recognized authority, author and expert witness in litigation involving exempt offerings.

Fee: $75/letter

VI. Negotiating Terms

At the request of the Issuer, PPA agrees to serve as its agent for the purpose of negotiating terms with third parties to promote this offering. 

Fee: $245/platform or investor venue

VII. Find and Pitch Investors

Slain agees to work with the Client on a one-on-one basis to identify classes of prospective investors and to undertake best practices in contacting individual investors within each class.  Slain agrees to participate in negotiations and closings at the direction of the Issuer. 

Fee: $75/hour or negotiated project fee; preferred by PPA

VIII. Consult on Secondary Market Opportunities

A. PPA agrees to consult on Rule 144 and Rule 144A secondary market opportunities available to the Client a year following the date(s) of the closing(s).

No Fee

B. PPA agrees to consult on current Rule 144 and Rule 144A opportunities.*

Fee negotiated.

*With the right facts, there can be surprisingly attractive opportunities.

We will work with you every step of the way

Prior to closing, we do the following:
  • Consult on pre-offering entity structure
     and venue
  • Draft or edit business plan and
    executive summary
  • Draft or edit elevator speech/mission statement
  • Draft or edit PPM, subscription agreement and personalized term sheets
  • File Form D with EDGAR
  • Work one-on-one with the Issuer to identify and contact potential investors 

At or following closing, we do the following:

  • Participate in the closing by conference call as requested
  • Draft and deliver accredited investor verification letters 
  • File Form D notice with each state regulator within 15 days of each closing
  • Calendar each state’s regulatory compliance deadlines
  • Consult on Rule 144/Rule 144A aftermarket strategies