SMRC Equity & Commission Finder's Fee Agreement; Not for “brokers” or “dealers” within the meaning of Section 3(a)(4) of the Securities Exchange Act of 1934, as amended ‎‎(the “1934 Act”) and is not required, nor by entering into this agreement or performing hereunder shall be required, ‎to register as a broker or dealer under Section 15 of the Act.‎

1. Phil Nakata & Associates (PNA), dba Social Market Research for Charity (Services)
1009 Tantra Park Circle | Boulder, CO | 80305 | (720) 569-7703
Qualified Philanthropic Partner – Sales Lead/Finders Fee Agreement
 Prepared for: YYYYY ZZZZZ
SMRC
Changing the Social Web for Good...
Bringing together charities, celebrities, personal and corporate social
responsibility, multi-player online gaming, social media analytics, social
process reengineering services and the dynamics of the social web to finance
the spectrum of humanitarian causes as a by-invitation-only social &
philanthropy club
Optimizing for impact
 Resources and Programs
 Benefits to Recipients
 Social Impact (social benefits/costs)
 Value Created
Phillip R. Nakata
Scott Bruce
Aaron S. Nakata
2012.12.05
(SMRC draws from Celebrities as well as the growing number ‘followers’ in each member’s external social
networks)

2. Phil Nakata & Associates (PNA), dba Social Market Research for Charity (Services)
1009 Tantra Park Circle | Boulder, CO | 80305 | (720) 569-7703
Confidential
Notice
The information contained in this document represents the current view of PNA (dba SMRC). for sales
leads/finders fee related to selected philanthropic Investor Partner candidates by SMRC. on the issues
discussed as of the date of publication. SMRC cannot guarantee the accuracy of any information presented after the
date of publication and it should not be interpreted to be a commitment on the part of SMRC.
This notice is for potential major equity partnership discussions only (as opposed to small non-partnership interests).
SMRC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN THIS DOCUMENT. It is the responsibility of the
user to comply with all applicable copyright laws. Without limiting the rights under copyright, no part of this
document may be reproduced, stored in or introduced into a retrieval system, or transmitted in any form or by
any means (electronic, mechanical, photocopying, recording, or otherwise), or for any purpose, without the express
written permission of SMRC.
SMRC may have patents, patent applications, trademarks, copyrights, or other intellectual property rights
covering subject matter in this document. Except as expressly provided in any written license agreement from SMRC,
the furnishing of this document does not give you any license to these patents, trademarks, copyrights, or other
intellectual property.
Other product and company names mentioned herein may be the trademarks of their respective owners.
Copyright © 2010 PNA/dba SMRC. All rights reserved.
 Beta-Group Members seeking online social interaction, social gaming, social news, social media,
and celebrity buzz in a zero-ad/zero-threat environment, in which every action they take drives
substantial benefits to the charities and causes dearest to them...
 Charitable Organizations & Foundations seeking regular-recurring funding at levels unrivaled by
conventional methods, the power tools of the Social Web and the fruits of real-time synthetic
intelligence...
 Celebrities seeking to personal or foundational social responsibility opportunities & optimization
including sustainable funding from their fans & followers’ social networks to their charitable
causes’ networks…
 Corporate Executives seeking corporate or organizational social responsibility opportunities &
optimization representing net gain and/or recovery versus a cost bases…
 Social Media Content Creators seeking personal & social rewards for their humanitarian efforts
by creating relevant and meaningful content as SMRC Editors or independent developers…
Should contact:
Phillip Nakata, Chief Business Officer
PNA-SMRC/ Development Office
1009 Tantra Park Circle
Boulder, CO 80305
Tel. <720 432-5470>

3. Phil Nakata & Associates (PNA), dba Social Market Research for Charity (Services)
1009 Tantra Park Circle | Boulder, CO | 80305 | (720) 569-7703
Finder’s Fee Agreement:
PNA/(dba SMRC services) and _YYYYY ZZZZZ___(“Finder”) agree as of _December, 2012_, that in the event that SMRC
accepts as founding major equity partner(s), secured by 40-49% of the Executive Founder Stock shares (as well as other
options) ____- list -_____ (the “Prospective Partner” or as provided in a list below), a fee will be paid at the closing to
Finder by SMRC. The fee (in spirit similar to the ‘Lehman’ compensation formula), will be 2 – 5% (averaging 2.5%)
calculated based on the degree of following services to be rendered by the Finder:
Services to be provided:
 Finder: Personal connection (as compared to broker or investment banker)
 Services beyond the introduction (as compared to crafting a summary selling document or soliciting various
investor groups)
 Investor Type: Private, or ‘Qualified’ Angel, Venture or Institutional (as compared to conventional financing)
through ONLY ‘known’ parties (as compared to soliciting to new parties or the general market)
 Size of Investment: Small (under ~1 million) / 2.5 – 5% (depending on finder type, what services, investor type,
how much). Investment Finder’s fee for large investments are typically based on full services beyond the
introduction and are in general standardized on the Lehman formula: Of total purchase price consideration:
the sum of 5% of the first million dollars or portion thereof; plus 4% of the second million dollars or portion
thereof; plus 3% of the third million dollars or portion thereof; plus 2% of the fourth million dollars or portion
thereof; plus 1% of the remaining consideration.
In simple terms, SMRC will provide the full compensation at the Lehman formula rate, for the full set of services the
finder can provide (personal introductions, intermediary, summary preparation, etc.), exclusive of the extended
‘certified/authorized’ services provided by a professional broker or investment banker, though private, ‘known’ parties.
SMRC shall not be liable for any reimbursement or payment to Finder other than the fee calculated above, which is
payable only if there is a closing.
Finder agrees to use all reasonable efforts to assist SMRC as it shall reasonably request. SMRC recognizes that Finder
makes no representation regarding the accuracy or completeness of the information provided by the Prospective
Partner(s).
This letter is intended to be solely for the benefit of the parties hereto and is not intended to confer, and shall not be
deemed to confer, any benefits upon, or create any rights in or in favor of, any person other than the parties hereto.
The Finder is not a “broker” or “dealer” within the meaning of Section 3(a)(4) of the Securities Exchange Act of 1934, as
amended (the “1934 Act”) and is not required, nor by entering into this agreement or performing hereunder shall be
required, to register as a broker or dealer under Section 15 of the Act.
This agreement shall be governed by the laws of the State of Colorado and may be amended only in writing signed by
each party. No waiver shall be effective against any party unless it is in writing and signed by that party.

4. Phil Nakata & Associates (PNA), dba Social Market Research for Charity (Services)
1009 Tantra Park Circle | Boulder, CO | 80305 | (720) 569-7703
This Agreement embodies the entire agreement and understanding of the parties hereto in respect to the subject
matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings
other than those expressly set forth herein. This Agreement supersedes any and all prior agreements and
understandings between the parties with respect to the subject matter
Finder: _______________________________ PNA/dba SMRC services:
By: _______________________________ By: _ __
Title: ________________________________ Title: _President – PN&A; Founder-SMRC______
Supplement : Finder’s Disclosure – Initial and On-going Prospective personal candidates
(Qualified by first contact date and offerings discussions, between SMRC and the prospective party)
Date: Party: SMRC qualifier (initials): Date:
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