Profit Participation Agreement and Subscription Agreement
Updated April 2026
THIS AGREEMENT made and entered into as of April 20, 2026 (the "Effective Date"), by and between:
EVERYONE LLC, a Delaware limited liability company (the "Company")
AND
_____________________________ (the "Participant")
WHEREAS, the Company is developing, producing, and distributing EVERYONE, a cultural property consisting of immersive experiences, touring productions, streaming content, merchandise, and related intellectual property (the "Project"); and
WHEREAS, Participant desires to make a capital contribution to the Company to support the Project and to participate in specified Net Distributable Profits as defined herein; and
WHEREAS, the economic terms of such participation, including the waterfall structure, distribution percentages, and return cap, are set forth in the Profit Participation Terms attached hereto as Exhibit A (the "Profit Participation Terms"); and
WHEREAS, the parties desire to document the legal mechanics governing Participant's profit participation rights.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the parties agree as follows:
The following terms shall have the meanings set forth below:
"Capital Contribution" means the amount paid by Participant to the Company as set forth in Section 2.
"Capital Contribution Date" means the date on which Participant's Capital Contribution is received by the Company.
"Exhibit A" or "Profit Participation Terms" means the Profit Participation Terms attached hereto as Exhibit A, which sets forth the waterfall structure, distribution percentages, return cap, MFN provisions, and all other economic terms governing distributions to Participant. All investors participate pro rata based on their Capital Contributions, with no subordination or priority among investors. In the event of conflict between this Agreement and Exhibit A regarding economic terms, Exhibit A controls.
"Fiscal Year" means the twelve-month period ending December 31.
"Gross Revenue" means all revenue received or collected by the Company (or any subsidiary or joint venture in which the Company has an ownership interest) from all sources, including immersive experience ticket sales, touring and live production revenue, streaming and digital subscription revenue, merchandise and goods sales, IP licensing and rights sales, partnership and sponsorship revenue, and any other revenue derived from the Project.
"Net Distributable Profits" or "NDP" means Gross Revenue minus the sum of: (a) cost of goods sold, (b) venue and platform splits, (c) operating expenses (including payroll, insurance, facilities, professional services, marketing, and administrative overhead), and (d) reasonable reserves as determined by the Company in good faith. NDP is calculated annually in accordance with the methodology described in Section 3.
"Participation Period" means the period commencing on the Capital Contribution Date and ending upon the earliest to occur of: (a) the date Participant has received cumulative distributions equal to the return cap defined in Exhibit A, (b) dissolution or liquidation of the Company, or (c) termination as otherwise provided in this Agreement.
"Pro-Rata Share" means Participant's Capital Contribution divided by the total Capital Contributions from all Participants.
In this Agreement:
Participant agrees to contribute $_________________ (the "Capital Contribution") to the Company.
Participant's Capital Contribution shall be paid via wire transfer of immediately available funds to the account designated by the Company at closing. Funds must be received by the Company on or before the closing date specified separately.
Participant acknowledges that the Company will use capital contributions for general business purposes, including production costs, marketing, venue partnerships, working capital, and professional fees. The Company has discretion to allocate proceeds among these uses as it deems appropriate.
Participant's Capital Contribution is not a loan and shall not be repaid except through distributions of Net Distributable Profits as provided in this Agreement. If the Project generates no profit or insufficient profit, Participant may not recover the Capital Contribution.
The Company shall calculate Net Distributable Profits for each Fiscal Year. NDP equals Gross Revenue minus cost of goods sold, venue and platform splits, operating expenses, and reasonable reserves.
All revenue sources feed into one calculation. There are no separate waterfalls or priorities among revenue sources.
Deductions are calculated fresh each year based on actual costs incurred during that year.
All deducted expenses must be reasonable and incurred in good faith in connection with the Project. If expenses benefit multiple projects or entities, allocation must be done on a reasonable basis. The Company shall maintain documentation supporting all deductions.
Participant shall receive distributions of Net Distributable Profits in accordance with the waterfall structure, distribution percentages, return cap, and all other economic terms defined in Exhibit A. Distributions are pro rata based on Participant's Capital Contribution relative to the total Capital Contributions from all Participants.
Participant's total cumulative distributions shall not exceed the return cap specified in Exhibit A. Upon Participant's receipt of cumulative distributions equal to the return cap:
If an annual distribution would cause Participant's cumulative distributions to exceed the return cap, the Company shall distribute only the amount necessary to reach the cap. All remaining NDP in that period shall be allocated as specified in Exhibit A.
The Company has no obligation to distribute any portion of NDP if: (a) NDP is insufficient, (b) the Company determines it is advisable to retain funds for operations or contingencies, or (c) Participant is in material breach of this Agreement.
Participant is not a member of EVERYONE LLC. Participant receives no equity, no ownership interest, and no membership units in the Company.
Participant shall have no voting rights, no board seat, no advisory seat, no observer rights, and no approval or veto rights over any operational decisions of the Company. This includes, without limitation, decisions regarding compensation, hiring, spending, fundraising, partnerships, strategy, creative direction, and any other matter of Company management. All such decisions are made by the managing members of the Company at their sole discretion.
Participant's sole right under this Agreement is the contractual right to receive distributions as specified herein and in Exhibit A. This is a contractual claim, not an ownership stake.
This Agreement does not create a partnership, joint venture, or agency relationship. Participant is not an agent of the Company and has no authority to bind the Company.
The Company will provide an annual voluntary summary of business performance and NDP calculation. This is a courtesy and does not constitute a contractual reporting obligation. It does not create oversight, approval, or audit rights for Participant.
The Company will provide a Schedule K-1 or equivalent tax document for each applicable tax year, within the time required by applicable law.
Nothing in this Section 6 creates any right of inspection, approval, audit, or governance for Participant beyond the voluntary summary described in Section 6.1 and the tax reporting described in Section 6.2.
Participant acknowledges that in connection with this investment, Participant may receive non-public information regarding the Company, including financial data, business plans, creative concepts, deal terms, and operational details (collectively, "Confidential Information").
Participant agrees to:
Confidentiality obligations shall not apply to information that: (a) is publicly available through no breach by Participant, (b) was known to Participant prior to disclosure by the Company (evidenced in writing), or (c) must be disclosed by law, court order, or regulatory authority (with notice to the Company where permitted).
Participant's participation rights may not be transferred, assigned, pledged, or otherwise disposed of without the prior written consent of the Company. Any attempted transfer without consent is void.
If Participant proposes to transfer participation rights, the Company shall have the first right to purchase the rights at the price offered by the proposed transferee (or the proposed price, if no third party is involved). The Company must elect within 15 business days of receiving written notice of the proposed transfer.
Participant may not propose any transfer during the first 12 months following the Capital Contribution Date.
Participation rights are highly illiquid. There is no secondary market, and transfers may be impossible or impractical to arrange. Participant should assume the rights cannot be liquidated.
Participation rights may be transferred to Participant's beneficiaries or estate upon death. The transferee must qualify as an accredited investor and execute an Accredited Investor Questionnaire.
Material economic terms set forth in Exhibit A (including the waterfall structure, distribution percentages, return cap, and MFN provisions) may only be amended with the written consent of the Company and each affected Participant.
Non-economic terms of this Agreement may be amended with the written consent of the Company and holders of 50% or more of outstanding participation rights (measured by Capital Contributions).
The Company shall provide written notice to all Participants of any proposed amendment at least 15 business days prior to its effective date.
Participant acknowledges and agrees that:
Participant represents and warrants that:
The Company represents and warrants that:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.
Any dispute arising from or relating to this Agreement shall be resolved by binding arbitration administered by JAMS in Wilmington, Delaware, under the JAMS Comprehensive Arbitration Rules and Procedures.
The prevailing party in any arbitration or litigation shall be entitled to recover reasonable attorneys' fees and costs.
Notwithstanding the arbitration provision, either party may seek injunctive relief in court to prevent irreparable harm, including breach of confidentiality or unauthorized transfer.
Participant is solely responsible for all tax reporting and obligations related to this investment. Participant should consult with a qualified tax advisor regarding income tax, self-employment tax, and state tax implications.
The Company provides no tax advice. Nothing in this Agreement or the Profit Participation Terms constitutes tax advice.
Participant shall indemnify and hold harmless the Company and its members from any claims arising from: (a) Participant's breach of representations, warranties, or covenants herein, (b) Participant's unauthorized transfer or attempted transfer of participation rights, (c) Participant's misuse of Confidential Information, or (d) any third-party claims based on Participant's actions in connection with the participation rights.
The Company shall indemnify and hold harmless Participant from third-party claims arising from the Company's operations that infringe intellectual property rights or violate applicable law, except to the extent caused by Participant's breach.
The indemnified party shall provide prompt written notice of any claim. The indemnifying party shall have the right to defend the claim at its expense, and the indemnified party shall cooperate in the defense.
This Agreement commences on the Capital Contribution Date and continues until the Participation Period terminates.
The Participation Period shall terminate upon the earliest to occur of:
Upon termination of the Participation Period: (a) Participant receives no further distributions, (b) Participant's Pro-Rata Share is retired, (c) all participation rights terminate, and (d) Participant retains no further claim against the Company except for undisputed distributions owed through the termination date.
The Company is under no obligation to redeem or repurchase Participant's interest upon termination.
This Agreement, together with the Profit Participation Terms (Exhibit A), the Accredited Investor Questionnaire (Exhibit B), and the Company Information Schedule (Exhibit C), constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements and understandings, whether written or oral.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.
The Company may not assign this Agreement without Participant's consent. Participant may not assign except as provided in Section 8.
All notices shall be in writing and delivered by email, hand delivery, or overnight courier to the addresses set forth below. Notices shall be effective upon receipt.
To Company:
EVERYONE LLC
8 The Green #24830, Dover, DE 19901
Attention: Zak Zaidman (zak@everyone.team)
To Participant:
As set forth on the signature page below.
This Agreement may be signed in counterparts, each of which shall be deemed an original and together shall constitute one instrument.
No waiver of any provision shall be effective unless in writing. Waiver of one breach shall not constitute waiver of any other breach.
Each party agrees to execute such additional documents and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.
The Profit Participation Terms, setting forth the waterfall structure, distribution percentages, return cap, MFN provisions, and all other economic terms governing distributions under this Agreement. All investors participate pro rata, with no subordination or priority among investors. Exhibit A is incorporated herein by reference. In the event of conflict between this Agreement and Exhibit A regarding economic terms, Exhibit A controls.
See the EVERYONE LLC Accredited Investor Questionnaire, provided separately to each Participant prior to closing.
IN WITNESS WHEREOF, the parties have executed this Profit Participation Agreement as of the date first written above.
DRAFT. Subject to review by qualified securities counsel. This is not an offer or solicitation.
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").
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:
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 $__________ (the "Investment Amount").
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.
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.
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:
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.
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).
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.
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.
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.
Subscriber acknowledges and understands the following risks:
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.
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:
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.
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.
The Company has complied in all material respects with all applicable federal, state, and local laws, rules, and regulations in connection with this Offering.
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.
All financial information provided to Subscriber regarding the Company is true, accurate, and not materially misleading.
The Company's obligation to accept Subscriber's subscription is conditional upon:
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.
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.
The economic terms of the Profit Participation Rights, including the distribution waterfall, percentages, and cap, are set forth in the Profit Participation Terms (Exhibit A to the Participation Agreement) and incorporated herein by reference.
The Company shall make distributions to investors on an annual basis to the extent Net Distributable Profits are available, as determined by the Company and in accordance with the Profit Participation Terms.
Subscriber acknowledges that distributions are not guaranteed and are contingent on Company profitability and the distribution waterfall defined in the Profit Participation Terms.
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.
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.
The indemnified party shall provide prompt written notice of any claim and shall cooperate reasonably with the indemnifying party in the defense thereof.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
EVERYONE LLC
This Exhibit A shall contain the detailed Participation Agreement setting forth:
This Exhibit B shall contain the detailed accredited investor questionnaire and certification, including:
END OF SUBSCRIPTION AGREEMENT
EVERYONE LLC | 8 The Green #24830, Dover, DE 19901
Last Updated: April 2026 | Contact: core@everyone.team