Exhibit 10.18
ADVANCE AGREEMENT
This Advance Agreement (“Agreement”) is entered into as of __________________ by and between ___________________________ (“Contributor”) and Public Company Management Corporation, a Nevada Corporation (“PCMC’).
1. Purpose of Contribution.
a. The Contributor has contributed prior to the date hereof and desires to provide the capital to the Company to support its operations and financial stability. The Company agrees to accept such advance as a short term advance, which shall be treated as a current liability for accounting purposes and not as a loan or debt obligation.
2. Contribution Amount. The Contributor hereby contributes the amount of funds set forth after their name on the signature page hereof (the “Contribution”).
3. Nature of the Advance.
a. The Advance is not a loan, does not accrue interest, and does not create any debt, liability, or obligation of repayment by the Company.
b. The Advance shall be recorded by the Company as a refundable as a short term advance in accordance with GAAP.
c. The Advance does not grant the Contributor any additional voting rights, ownership percentage, or control unless separately agreed in writing.
4. Potential Return of Advance
a. The Company may, in its sole discretion, return all or part of the Advance to the Contributor at any time.
b. The Contributor may request return of the Advance after three (3) years, but the Company is not obligated to approve such request.
c. Any return of the Advance shall be made only if the Company determines that such return will not impair its capital, solvency, or ability to meet its obligations.
5. Optional Future Financing Instruments
a. The Company may, at its sole discretion, offer the Contributor the opportunity to exchange all or part of the Advance for: (i) a convertible promissory note, (ii) a SAFE (Simple Agreement for Future Equity), or (iii) shares of the Company’s stock, on terms to be determined by the Company at the time of such offer, or funds refunded.
b. The Contributor acknowledges that the Company is not obligated to make any such offer, and the Contributor has no right to demand or require issuance of any financing instrument.
c. The parties agree that the mere possibility of such an offer does not alter the classification of the Advance as a refundable capital contribution for accounting or legal purposes.
6. No Fixed Maturity; No Interest. There is no fixed maturity date, and the Contribution does not accrue interest.
7. Use of Funds. The Company may use the Advance for any lawful business purpose.
8. Representations
Contributor (i) the Advance is voluntary and not induced by any promise of repayment or conversion, and (ii) the Advance understands the funds are at risk and may not be returned. Company (i) it is duly organized and authorized to enter this Agreement and (ii) acceptance of the Contribution does not violate any agreement or law.
9. Miscellaneous
| a. | Governing Law: All rights and obligations hereunder will be governed by the laws of the State of Nevada, without regard to the conflicts of law provisions of such jurisdiction. |
| b. | This Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between the parties and supersedes and replaces all prior negotiations and agreements of the parties, whether written or unwritten. Each of the Parties to this Agreement acknowledges that no other party, nor any agent or attorney of any other party has made any promises, representations, or warranty whatsoever, express or implied, which is not expressly contained in this Agreement; and each party further acknowledges that he or it has not executed this Agreement in reliance upon any belief as to any fact not expressly recited hereinabove. |
| c. | Amendments in writing - Any provision of this Agreement may be amended written consent of the parties. |
| d. | This Agreement may not be assigned without the prior written consent of PCMC. |
Contributor:
| Name | Amount |
Signature: _______________________
Date: ___________________________
Email:
Public Company Management Corporation (PCMC):
By: _____________________________
Name: Quynh Hoa T. Tran __________________________