Standard subscription form for profit participation rights.
This agreement should be reviewed by qualified securities counsel before execution. All parties should consult with their respective legal and financial advisors before executing any final version.
This Subscription Agreement (this "Agreement") is entered into as of the date of last execution below (the "Effective Date") by and between EVERYONE LLC, a Delaware limited liability company (the "Company"), and the undersigned subscriber (the "Subscriber").
RECITALS
WHEREAS, the Company desires to raise capital through the offer and sale of Profit Participation Rights under Regulation D, Rule 506(b);
WHEREAS, the Company is offering such Profit Participation Rights on the terms and conditions set forth herein; and
WHEREAS, Subscriber desires to purchase such Profit Participation Rights on such terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:
1.1 Offer. The Company hereby offers to Subscriber, and Subscriber hereby subscribes for and agrees to purchase, Profit Participation Rights in the Company in accordance with the terms and conditions of this Agreement and the Participation Agreement attached hereto as Exhibit A (the "Participation Agreement"), for a total capital contribution of $__________ (not less than $25,000) (the "Investment Amount").
1.2 Use of Proceeds. The Investment Amount, together with other capital contributions from subscribers, shall be used by the Company for general corporate purposes and operations, including but not limited to growth initiatives and working capital.
1.3 Capital Call. Subscriber agrees to deliver the Investment Amount to the Company within ten (10) business days of the Effective Date, by wire transfer of immediately available funds to such account as the Company shall designate in writing. Subscriber acknowledges that failure to timely deliver the Investment Amount may result in this subscription being declined or cancelled at the Company's sole discretion.
1.4 Aggregate Offering. This Subscription Agreement is part of an offering of Profit Participation Rights pursuant to Regulation D, Rule 506(b), with an aggregate target raise as set forth in the EVERYONE Business Plan (Investment Invitation) (the "Offering"). The Company reserves the right to accept or reject any subscription in its sole discretion and to close this Offering at any time.
Subscriber represents, warrants, and covenants to the Company as follows, which representations shall be true and correct as of the Effective Date:
2.1 Accredited Investor Status. Subscriber is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). Subscriber has completed and executed the Accredited Investor Questionnaire attached hereto as Exhibit B, which is true, accurate, and complete.
2.2 Investment for Own Account. Subscriber is acquiring the Profit Participation Rights for its own account and for investment purposes only. Subscriber is not acquiring such rights with a view toward offering, sale, distribution, or resale of any part thereof (except as permitted under the Participation Agreement, if at all).
2.3 Investment Experience. Subscriber has substantial experience in evaluating and investing in private equity, private placements, and similar investment vehicles. Subscriber understands the risks associated with such investments.
2.4 Financial Ability. Subscriber has the financial ability to bear the economic risk of losing the entire Investment Amount and is able to do so without adverse effect on its financial condition.
2.5 Independent Evaluation. Subscriber has had the opportunity to consult with its own legal, tax, and financial advisors regarding this investment. Subscriber's decision to invest is based on its own independent analysis and evaluation.
2.6 Risk Acknowledgment. Subscriber acknowledges and understands the following risks:
2.7 No General Solicitation. Subscriber represents that it was not solicited through any form of general solicitation or advertising and that it was introduced to this Offering through a personal or business relationship with the Company or its representatives.
2.8 No Disqualification. Subscriber is not subject to any disqualification events under Rule 506(d) of Regulation D (Bad Actor Rules) and is not barred from purchasing securities under any applicable law or regulation.
The Company represents and warrants to Subscriber as follows:
3.1 Organization and Authority. The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
3.2 Capitalization and Members. The Company's current membership consists of Zak Zaidman (50% member) and Zev Zaidman (50% member). The Profit Participation Rights do not represent equity or voting interests in the Company.
3.3 Compliance with Laws. The Company has complied in all material respects with all applicable federal, state, and local laws, rules, and regulations in connection with this Offering.
3.4 Regulation D Compliance. This Offering is being conducted in accordance with Regulation D, Rule 506(b), and the Company has taken all necessary actions to ensure compliance with such regulations.
3.5 Financial Information. All financial information provided to Subscriber regarding the Company is true, accurate, and not materially misleading.
4.1 Conditions to Company's Obligations. The Company's obligation to accept Subscriber's subscription is conditional upon:
4.2 Conditions to Subscriber's Obligations. Subscriber's obligation to complete this subscription is conditional upon receipt of a final, executed copy of the Participation Agreement (Exhibit A) and any other final closing documents.
4.3 Closing. Closing shall occur on the date designated by the Company, which date shall be no later than thirty (30) days after satisfaction of the conditions set forth in this Section 4, unless extended by written mutual consent.
5.1 Waterfall and Distributions. Subscriber's Profit Participation Rights shall be subject to the waterfall structure set forth in the Participation Agreement (Exhibit A), which shall include:
5.2 Quarterly Distributions. The Company shall make distributions to investors on a quarterly basis to the extent Net Distributable Proceeds are available, as determined by the Company.
5.3 No Guaranteed Returns. Subscriber acknowledges that distributions are not guaranteed and are contingent on Company profitability and the allocation waterfall described above.
6.1 Subscriber Indemnification. Subscriber shall indemnify, defend, and hold harmless the Company and its members, managers, and representatives from and against any and all losses, liabilities, claims, damages, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Subscriber's representations, warranties, or covenants under this Agreement.
6.2 Company Indemnification. The Company shall indemnify, defend, and hold harmless Subscriber from and against any and all losses, liabilities, claims, damages, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the Company's representations, warranties, or covenants under this Agreement, except to the extent such claims arise from Subscriber's breach of this Agreement.
6.3 Procedures. The indemnified party shall provide prompt written notice of any claim and shall cooperate reasonably with the indemnifying party in the defense thereof.
7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
7.2 Binding Arbitration. Any dispute arising out of or relating to this Agreement (except for claims for injunctive or equitable relief) shall be finally resolved by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) under its Streamlined Arbitration Rules & Procedures. Arbitration shall be conducted in Wilmington, Delaware, by a single neutral arbitrator experienced in securities law.
7.3 Entire Agreement. This Agreement, together with the Participation Agreement (Exhibit A) and the Accredited Investor Questionnaire (Exhibit B), constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral.
7.4 Amendments and Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both the Company and Subscriber.
7.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.
7.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
7.7 Assignment. Subscriber may not assign its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign its rights under this Agreement to an affiliate or successor entity.
7.8 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be effective upon personal delivery, email, or five (5) business days after mailing by registered or certified mail.
7.9 Confidentiality. Subscriber agrees to maintain the confidentiality of all non-public information regarding the Company received in connection with this Offering, except as required by law or as permitted in writing by the Company.
7.10 No Partnership. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the Company and Subscriber.
IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the Effective Date.
By: ___________________________________________
Name (printed): ________________________________
Title: __________________________________________
Date: __________________________________________
Signature Date: _________________________________
Address: _______________________________________
_________________________________________________
Email: __________________________________________
Telephone: ______________________________________
Investment Amount: $____________________________
EVERYONE LLC
By: ___________________________________________
Name: Zak Zaidman / Zev Zaidman
Title: Member
Date: __________________________________________
Address: _______________________________________
Email: __________________________________________
[ATTACHED SEPARATELY]
This Exhibit A shall contain the detailed Participation Agreement setting forth:
[ATTACHED SEPARATELY]
This Exhibit B shall contain the detailed accredited investor questionnaire and certification, including:
END OF SUBSCRIPTION AGREEMENT
LEGAL DISCLAIMER:
This document does not constitute legal, tax, or financial advice. Before execution, this agreement should be reviewed by qualified securities counsel. All parties should consult with their respective attorneys, accountants, and financial advisors. This offering is limited to accredited investors under Regulation D, Rule 506(b).