This Lead Investor Agreement (this "Agreement") is made and entered into as of the date of electronic consent ("Effective Date") by the parties on the funding portal ("Portal") of Wefunder Portal, LLC ("Wefunder"), by and among XX Team LLC, a Delaware limited liability company, XX Investments, LLC, a Delaware limited liability company ("Custodian"), Wefunder, a Delaware limited liability company, and the undersigned issuer ("Issuer").
WHEREAS, XX Team LLC has been granted the power to make all voting determinations by investors ("Investors") that hold beneficial interests in the uncertificated securities ("Securities") of Issuer, which Securities are or have been offered through Portal;
WHEREAS, Custodian has agreed, pursuant to a Custodial and Voting Agreement by and among the Custodian, each of the Investors, and Wefunder (the "Custodian Agreement"), to vote Investors' Securities and take any actions in connection with such voting at the direction of XX Team LLC;
WHEREAS, XX Team LLC wishes to communicate its voting instructions to Custodian, and Custodian wishes to receive such voting instructions from XX Team LLC;
WHEREAS, XX Team LLC may in future be compensated for its voting services by Investors and, in such event, wishes to communicate to Investors the amount of its compensation from Investors with respect to Issuer’s Securities by means of disclosure provided by the Issuer through the Portal;
WHEREAS, Issuer wishes to appoint XX Team LLC as a consultant with respect to Issuer's business operations;
NOW, THEREFORE, in consideration of the mutual promises herein made and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
XX Team LLC, through a representative responsible for making voting decisions with respect to Issuer's Securities (the "Lead Investor"), agrees to provide voting instructions to the Custodian in connection with any voting determination XX Team LLC makes with respect to Issuer's Securities.
Upon the issuance of guidance from the Securities and Exchange Commission ("SEC") or the SEC staff that permits XX Team LLC to receive a percentage of distributions that Investors are entitled to receive with respect to the Securities (the "Guidance"), XX Team LLC's compensation from Investors with respect to Issuer’s Securities will be 10% of all distributions that Investors are entitled to receive with respect to the Securities (the "Specified Percentage"), which compensation will be paid to XX Team LLC by the Custodian pursuant to the Custodian Agreement. Upon the issuance of the Guidance, Issuer agrees to inform Investors about the Specified Percentage by including the information in Issuer’s Form C and posting the information on the Portal.
Issuer hereby appoints X Team LLC as consultant to Issuer and XX Team LLC hereby accepts the appointment. In its capacity as Consultant, XX Team LLC, through the Lead Investor or other representatives, may provide Issuer with periodic advice about Issuer's business operations, upon request by issuer.
Wefunder will pay the Consultant Fee on behalf of the Issuer for the three-year period beginning at the execution of this Agreement.
The Lead Investor with respect to Issuer shall be designated by mutual agreement of Issuer and Wefunder. The designation of the Lead Investor must occur prior to the Issuer's filing of the Form C or before the Issuer's offering closes.
Issuer agrees to inform Investors about the identity of the Lead Investor by posting information about the Lead Investor on the Portal prior to the Issuer's filing of the Form C or before the Issuer's offering closes. If the latter, Issuer acknowledges and agrees that Investors will be able to cancel their commitments prior to the closing of the offering.
The Lead Investor with respect to the voting services XX Team LLC provides to Investors with respect to Issuer's Securities shall be the same Lead Investor that XX Team LLC uses to provide consulting services to Issuer. The parties agree that this will be disclosed to Investors at the same time the identity of the Lead Investor is disclosed to Investors.
The parties agree that the Lead Investor also may act as a portfolio manager for a SPV advised by Wefunder Advisors that invests in Issuer in a subsequent non-Regulation CF round of financing and may receive additional compensation in that capacity. The parties further agree that this will be disclosed to Investors at the same time as the identity of the Lead Investor is disclosed to Investors.
XX Team LLC may remove the Lead Investor as set forth in the Independent Contractor Agreement, but agrees that it only will remove Lead Investor upon a vote by a majority of Investors in favor of such removal or upon the direction of Wefunder to remove the Lead Investor. XX Team LLC agrees to act as directed either by such vote of the Investors or by such direction by Wefunder.
In the event the Lead Investor is removed pursuant to Section 4.5, a new Lead Investor ("Replacement Lead Investor") shall be nominated by Issuer and must be confirmed by a vote of the majority of Investors who vote within 14 days of the nomination. The nomination and vote shall be conducted through the Portal and Investors will be notified using their contact information on the Portal.
Lead Investor consents to Wefunder providing Lead Investor's contact information to Investors when deemed necessary.
This document represents the entire Agreement, and supercedes any previous agreements, among the parties relating to the subject matter of this Agreement.
If any provisions of this Agreement are held for any reason to be unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect.
This Agreement may not be assigned or amended by any party without the consent of the other parties.
This Agreement may be terminated by any party upon 30 days' written notice to the other parties.
This Agreement is for the benefit of the parties and shall bind and inure to the benefit of their respective successors and permitted assigns.
This Agreement is governed by the laws of the State of Delaware without regard to its conflicts of laws principles.
Wefunder means Wefunder Inc and its wholly owned subsidiaries: Wefunder Advisors LLC, Wefunder Portal LLC, and Wefunder EU B.V.. This page is hosted by Wefunder Inc.
Wefunder Portal LLC is a member of the Financial Industry Regulatory Authority (FINRA). Wefunder EU B.V. is registered with the Netherlands Authority for the Financial Markets. Investing on Wefunder is risky. Don’t invest more than you can afford to lose.
wefunder.com is a website owned by Wefunder Inc., the parent company of Wefunder Advisors LLC, Wefunder Portal LLC, and Wefunder EU BV. Wefunder Inc. operates sections of wefunder.com where certain Regulation D and Regulation A+ offerings are available. Wefunder Inc. is not regulated in any capacity, is not registered as either a broker-dealer or funding portal, and is not a member of FINRA or any other self-regulatory organization.
Wefunder Advisors is an exempt reporting adviser that makes filings with the SEC and certain states. Wefunder Advisors advises special purpose vehicles (SPVs) used in certain Regulation D offerings that are available on wefunder.com.
Wefunder Portal is a funding portal (CRD #283503) that is registered with the SEC and is a member of FINRA. Wefunder Portal operates sections of wefunder.com where certain Regulation Crowdfunding offerings are available. For Reg CF investments, Wefunder Portal may charge issuers up to a 7.5% fee. Anyone with a financial stake in a company fundraising on Wefunder, such as a promoter, employee, or founder, must disclose their relationship when communicating with other investors. Investors should read our educational materials on startup investing. Educational materials are continually updated at https://help.wefunder.com.
Wefunder EU is crowdfunding service provider that is registered with the Netherlands Authority for the Financial Markets. Wefunder EU operates sections of wefunder.com where certain European Crowdfunding Service Provider Regulation offerings are available.
By using wefunder.com, you accept our Terms & Privacy Policy. If investing, you accept our Investor Agreement. You may also view our Privacy Notice.
All investments involve risks, including possible loss of capital.
Already have a Wefunder account? Login
Don't have a Wefunder account? Signup
Tell us the email you used to sign up, and we'll get you on your way.