Term Sheet

Summary of Terms

Item	Term
Issuer	EVERYONE LLC, a Delaware limited liability company
Instrument	Profit Participation Rights (not equity, not debt)
What You Get	Right to share in Net Distributable Profits (NDP) from all revenue sources
What You Don't Get	No ownership, no shares, no voting rights, no governance
Minimum Investment	$100,000
Use of Funds	Operations, production, platform development, team wear launch
Duration	Until 2X cap is reached, then participation ends

Profit Share Waterfall

The waterfall is straightforward: investors and the company split Net Distributable Profits 50/50 until investors reach their 2X cap. After the cap, all profits flow to the company.

Period	Threshold	Investor	Company
Until 2X	Until 2X return	50%	50%
After 2X cap	After 2X return	0%	100%

Once cumulative distributions reach 2X the original investment, participation automatically terminates. No further distributions are paid. The investor's participation rights become null and void.

Net Distributable Profits (NDP)

NDP is the money available for distribution after all costs are covered. It is calculated as follows:

1. Gross Revenue (all sources: immersive venues, touring, streaming, team wear, book, platform, licensing, events)
2. Less: Venue/Platform Splits (theater rental, ticketing fees, streaming platform takes, retail/wholesale partner markups)
3. Less: Cost of Goods Sold (merchandise materials, manufacturing, fulfillment, shipping)
4. Less: Marketing and Promotion (advertising, social media, PR, promo events, marketing salaries)
5. Less: Operating Expenses (staff payroll, insurance, utilities, rent, professional services)
6. Less: Production Budget (creative development, new production, content creation, equipment, subject to annual cap)
7. = Net Distributable Profits

These are normal and necessary business expenses. The waterfall ensures all costs are covered before profits are distributed. Specific ranges for each deduction category are set forth in the EVERYONE Business Plan.

Distribution Schedule

• Frequency: Annual
• Payment Date: Within 45 days after the end of each fiscal year
• Method: Wire transfer or check
• Condition: Only if NDP exceeds the minimum threshold in that year

Distributions begin only after EVERYONE reaches profitability. Investors should expect no distributions for an extended period.

How the Pool Works

Pro Rata Allocation

Your share is determined pro rata based on your Investment Amount relative to the total capital raised from all Profit Participation investors. If you invest a larger amount, you receive a proportionally larger share of investor distributions. All investors in the same tranche share distributions on equal terms.

Most Favored Nation (MFN)

If the Company offers better economic terms to any investor at any time during the life of the offering, your terms automatically upgrade to match. There is no time limit on this protection. You always receive at least as favorable terms as any subsequent investor in the same offering. This is permanent.

Cap Mechanics

Once your cumulative distributions equal 2X your original investment:

• Participation automatically terminates
• No further distributions are paid
• Your Pro-Rata Share is retired and reallocated
• You receive no participation in any future profits beyond the cap

If an annual distribution would cause cumulative distributions to exceed the cap, the Company distributes only the amount necessary to reach the cap. All remaining NDP in that period is allocated per the standard waterfall.

Governance

Profit Participation investors have no governance rights. Specifically:

• No voting rights in EVERYONE LLC
• No board representation or observer rights
• No veto rights over business decisions
• No approval rights over any operational decisions
• Management is entirely by managing members at their sole discretion

All company decisions are made by the founder-members, Zak and Zev Zaidman.

Transparency

The Company intends to provide investors with a voluntary annual summary covering revenue by category, expenses by category, Net Distributable Profits, distributions, and progress toward the cap. This summary is provided as a courtesy and does not constitute a contractual reporting obligation.

In addition, investors receive:

• Annually: Financial reports showing revenue, expenses, NDP, and individual distribution amounts
• Annually: Audited financial statements (if aggregate raise meets the audit threshold)
• Tax Reporting: K-1 or equivalent tax reporting annually as required by law
• Inspection: Right to inspect books and records upon notice (for verification of financial calculations)

Future Ventures: Reinvestment Right

The capped return on EVERYONE LLC is the beginning of the investor relationship, not the end of it. As the EVERYONE ecosystem grows, it will create new opportunities: platform businesses, brand partnerships, content studio collaborations, AI products, venue partnerships. These may be structured as separate entities with their own investment terms, including equity with uncapped upside.

Every investor in this round holds a permanent reinvestment right: you may invest up to 2X your original commitment in any future EVERYONE offering at a 50% discount to the terms offered to new investors, with priority allocation if the offering is oversubscribed. This right does not expire.

This right is contingent on EVERYONE creating future offerings, which it is under no obligation to do.

The LLC is the foundation. It proves the audience, the model, and the brand. The cap gets you paid. The right keeps you positioned at the center of everything that grows from it.

Full Documents

This Term Sheet is the source of truth for the economic terms. For the complete offering, review these documents in the Data Room:

Document	What It Contains
Business Plan	Market opportunity, revenue projections, use of proceeds, competitive landscape, risk factors
Participation Agreement	The binding legal agreement: non-economic terms, transfer restrictions, investor qualifications, governing law, risk acknowledgment
Investment Invitation	The full investment case, narrative, and why this opportunity exists
Financial Model	Revenue projections, waterfall calculations, scenario analysis. Always current.
Accredited Investor Questionnaire	Qualification verification for prospective investors

Questions? Contact core@everyone.team

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