Initial Registration Agreement

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New York Metro Area Office:
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
Managing Partner (Dr. M. Fikar): 215-739-9000
Fax Line: 516-731-2000
National HQ: 855-SANCTA-FIDE
www.Sancta-Fide.com
INITIAL BUYER REGISTRATION
(NON-BINDING)

Main Street Accredited Investor Program
 Wall Street Investor Program
 Commercial Real Estate AIP
Accredited Investors ONLY
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
1
Accredited Investor Certification
To comply with SEC rules, we can only deal with Accredited Investors,
as defined by the SEC. You must meet at least one of three criteria:
1- If an individual, you must have a net worth of $1,000,000 or
more, and this cannot include your primary residence.
2- If an individual, you must have had an income of $200,000 per
year for each of the past two years, and a reasonable
expectation that this will be true for the current year. If
married, the income requirement is increased to $300,000.
3- If a Business, it must have assets of at least $5,000,000.
SEC rules require that we make a reasonable effort to assure that we
are dealing only with Accredited Investors, and there are penalties
for organizations that violate these rules.
By signing below, I/We certify that we meet at least one of the
three criteria (Specify: _______), and agree to indemnify SanctaFide M&A LLC for any sanctions incurred should this certification
prove inaccurate.
In addition, we agree to punitive damages of 100% of any provable
damages.
X_________________________
X_________________________
Print Name:_____________
Print Name:_____________
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
2
Sancta-Fide’s Confidentiality Pledge:
Sancta-Fide will not share your information with anyone if you
decide to not proceed with an investment. If you do decide to
proceed, your information will only be shared if necessary,
such as with potential sellers and potential lenders, all of
whom will sign confidentiality agreements. We agree to take
reasonable care to ensure the safety of your information, and
you agree to indemnify us from any legal consequences as long
as we have taken such reasonable care.
X______________________________
For Sancta-Fide
Print Name and Title:_____________________________
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
3
Initial Registration Agreement
You are completing this initial registration because you are
interested in one of our three available investor programs,
all of which are private placements open only to Accredited
Investors:
1- Main Street- In this Program, you agree to invest a minimum of
$300,000. We will find, diligence, arrange finance, and arrange
purchase for you a group of 3 to 10 Main Street Businesses. All
businesses must have a history of consistent and increasing
sales and profit. Sancta-Fide manages the group of businesses
and is the GP; this is a passive investment for the investor. In
this Program, you receive a LIMITED guarantee of a 40% cash-oncash return: For example, an investment of $300,000 would yield
a yearly net return of $120,000. For investments over
$1,000,000, you receive a LIMITED guarantee of a 45% Cash-onCash return: For example, an investment of $1,000,000 would
yield a yearly net return of $450,000.
2- Commercial Real Estate- In this Program, you agree to
invest a minimum of $250,000. We will find, diligence, and
arrange for the Finance and Purchase of Commercial Real
Estate. We look for properties with a history of increasing
rent rolls and net return, and leverage your investment to
the highest degree while remaining cash flow positive. The
cash-on-cash return will be about 15% in Year 1, increasing
to about 35% by Year 8. The total return over the first 8
years, including cash flow, equity increase, asset
appreciation, and the tax benefits of depreciation will
provide an Internal Rate of Return of more than 50%.
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
4
3- Wall Street (M&A) Program- This program requires a minimum
$750,000 investment, which we will attempt to leverage into
the purchase of a business worth 6 to 15 times as much. We
will find, diligence, arrange finance, and arrange purchase
for you a Business with a profit of at least $1MM. All
businesses must have a history of consistent and increasing
sales and profit. Sancta-Fide manages the business and is
the GP; this is a passive investment for the investor. In
this Program, you receive a LIMITED guarantee of up to a
50% Cash-On-Cash return: For example, an investment of
$10,000,000 would yield a yearly net return of
approximately $4,900,000.
All programs have fees, as follows:
123456-
Initial Registration $500 (this document)
Retainers ($25,000 minimum)
Buyer Fees for Businesses (variable)
1% Fee for any loans arranged.
Business Valuation Fees (cost + 25%)
Property Appraisal Fees (cost + 25%)
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
5
1-Verification of Identity
We require proof of identity- please scan and email a clear copy
of a government-issued photo ID. Email to DrMFikar@SanctaFide.com. You may also copy and mail (certified) to our office.
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
6
2-Verification of Financial Resources
Please fill out the form that follows, then scan and email, or
copy and mail (certified) the documents we will use to verify
what you state, such as Bank Statements, Brokerage Statements,
Mutual or Money-Market Fund Statements, as well as 3 years of
tax returns (first page sufficient). We require that you sign
IRS Form 4506/4506-T.
We encourage you to redact (remove) account numbers prior to
scanning-just be sure your name and address remain visible. DO
NOT INCLUDE RETIREMENT ACCOUNTS UNTIL THE FINAL TWO LINES.
For Real Estate, state location (address and zip code), value,
and balance remaining on note:
Real Estate 1
Real Estate 2
Real Estate 3
For all Accounts below, State name of Institution and amount
held:
Brokerage Account 1
Brokerage Account 2
Brokerage Account 3
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
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Bank Account 1
Bank Account 2
Bank Account 3
Mutual/Money-Market Fund 1
Mutual/Money-Market Fund 2
Mutual/Money-Market Fund 3
Other 1
Other 4
Other 2
Other 5
Other 3
Other 6
Retirement Accounts (state total value)
IRAs
Other 3
401ks
Other 4
Other 1
Other 5
Other 2
Other 6
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
8
3-Certification of Credit Report/FICO Score:
I certify that the Credit Report/FICO Score being emailed or
mailed to Sancta-Fide as part of this Buyer Registration is true
and an exact copy of a report obtained from either
AnnualCreditReport.com or MyFico.com.
X
Date
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
9
4-Retainer:
We require a $500 non-refundable, doubly-credited Retainer with
this initial, non-binding Registration. You will have a $1,000
credit which applies to any SF Closing Fees. This will defray
our expenses in completing our thorough analysis of your
finances, verifying that you are an Accredited Investor, and
developing an investment opportunity for you.
Circle preferred opportunity:
Main Street
Wall Street
Commercial Real Estate
Undecided
X
Understand Retainer is non-refundable
Check Number
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
10
Please let us know which Office you would prefer to come to for
meetings, closings, etc.
Check one only:
New York:
___ East Meadow, Nassau County (Main Office)
___ Locust Valley, Nassau County
___ Hauppauge, Suffolk County
___ Mid-Town Manhattan, New York County
___ Rye, Westchester County
New Jersey:
___ Princeton, (Edison County)
Connecticut:
___ Greenwich, (Fairfield County)
Pennsylvania:
___ Philadelphia, (Philadelphia County)
___ Berwyn, (Delaware County)
California:
___ San Francisco, (San Francisco County)
___ Menlo Park/ Atherton, (San Mateo County)
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
11
Non-Disclose, Non-Compete Agreement:
4A- Confidential Information
For purposes of this Agreement, the term “Confidential Information” means any and all
information disclosed to AI by or on behalf of any Seller, orally, in writing, or by
any other medium, however documented (or not documented) and whether or not marked
“Confidential”. “Confidential Information” includes, without limitation, information
regarding Seller’s actual or proposed businesses, historical and projected financial
information, budgets, services, products, trade secrets, techniques, processes,
operations, formulae, product specifications, know-how, processes, compositions,
inventions, discoveries. Also included are designs, sketches, drawings, samples,
formats, marketing and manufacturing plans and materials, analyses, strategies,
forecasts, research and development; concepts, ideas, names, addresses and any other
characteristics identifying information or aspects of Seller’s existing or potential
customers, employees, vendors or suppliers; or any information derived, summarized or
extracted from any of the foregoing.
4B- Disclosure and Restrictions
AI hereby agrees to hold in strictest confidence and trust all Confidential
Information and agrees not to disclose or otherwise provide or transfer, directly or
indirectly, any Confidential Information or anything related to the Confidential
Information to third parties (including, but not limited to AI’s affiliates,
subsidiaries and business partners) without the prior written consent of the Seller.
AI agrees to require its representatives who obtain Confidential Information to comply
with this Agreement and further agrees to be responsible for any breach of this
Agreement by such persons. AI hereby agrees that, in the event it becomes subject to
an order issued by any court or other governmental entity requiring AI to turn over
any Confidential Information, it shall immediately give the Seller and SF written
notice and shall cooperate fully with Seller’s efforts to protect the confidentiality
of such information.
4C- Return of Confidential Information
If so requested by the Seller or SF, AI agrees to promptly (a) return to Seller or SF
all written Confidential Information received from or on behalf of Seller, including
any and all copies or duplicates of such Confidential Information, and (b) will
destroy materials generated by the AI that include or refer to any part of the
Confidential Information, without retaining a copy of such material. Any such
destruction must be certified by the AI in writing to the Seller and SF.
4D- Non-Disclosure of Business Relationship
In addition to the understandings set forth herein with respect to all Confidential
Information, AI agrees that it will keep strictly confidential and will not, without
the prior written consent of the Seller, disclose to any third party, the existence or
any aspect of any ongoing negotiations, discussions or business dealings between
Seller and AI; provided, however, that AI may make a public announcement of such
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
12
agreement (the form and substance of which shall have been approved by the Seller and
SF, which approval shall not be unreasonably withheld or delayed) at such time as the
parties execute a definitive agreement or at such earlier time as may be required
under applicable securities laws.
4E- Non-Solicitation of Employees or Customers/Clients
AI agrees that, for a period of two (2) years after the date hereof, it will not
directly or indirectly solicit to hire, as an employee or consultant, any persons
employed by the Seller with whom it has contact as part of its evaluation of a
Transaction or whose identify was derived from the Confidential Information;
provided, however, that nothing contained herein shall be construed to prohibit AI
from (a) placing general advertisements for employment, (b) hiring employees or former
employees of the Seller who contact AI of their own accord, or (c) recruiting through
employment agencies (so long as AI does not direct such agencies to solicit the
Seller’s employees). AI further agrees that, for a period of two (2) years following
the date hereof, it will not use Confidential Information to directly or indirectly
solicit any customer or client of Seller to (a) cease doing business with the Seller
or reduce the volume of business it does with the Seller, or (b) become a customer or
client of any existing or proposed business providing products or services
substantially similar to those provided by the Seller.
4F- Irreparable Harm
AI acknowledges that the Confidential Information and all rights thereto belong to the
Seller and nothing contained in this Agreement shall be construed as transferring any
right or license to the Confidential Information to AI. AI further understands that,
in the event it fails to comply with this Agreement, the Seller may suffer irreparable
harm for which it may not be adequately compensated by monetary damages alone. AI
agrees that, in the event of any breach or threatened breach of this Agreement, the
Seller will be entitled to injunctive and/or other preliminary or equitable relief, in
addition to any other remedies available by law.
X__________________________________________
Date: _____________________
Print Name:
Sancta-Fide M&A Advisors
2380 Hempstead Turnpike
East Meadow, NY 11554
516-796-7000
www.Sancta-Fide.com
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