Investment Terms Synopsis

 

The Synopsis below depicts the main terms and conditions that govern your participation in the Financing Transactions offered on A+CROWD Website. This synopsis is presented for convenience purposes only and should not be considered or relied upon in any way as an accurate or complete description of the terms and conditions that govern your participation and/or use of the Website. In the event of any contradiction between the provisions set forth in this Synopsis and the provisions set forth in the Investment Agreements, the provisions of the Investment Agreements shall prevail.

Conditions for Participation

Participant Registration: If you are registered as a prospective Participant in the Website according to the registration procedure set forth therein (a “Prospective Participant”), you may participate in Financing Transactions in the Portfolio Companies. As part of the process of registration, you will need to provide us with certain details and documentations as required in the Website or as shall be required by us at any time; this as a fundamental term for your participation.
Authorized Participant: You need to hold all required authorization and consents from any third party and have sufficient legal capacity, as may be required for your participation in a Financing Transaction and/or use of the Website. If applicable to you, You may require to be deemed an accredited investor under applicable law in order to participate in a Financing Transacting. If you are a non accredited investor, you understand that your ability to participate in a Financing Transaction on our website will be contingent upon applicable rules and regulations.

Participating in a Financing Transaction

Offering Process: Subject to the limitation set forth in the Agreement, you may place an offer by using the Website platform for any Financing Transaction available on the Website and up to the amount as indicated in the progress bar. We recommend reading carefully the Agreement and to make sure that you understand and agree with the terms set forth therein and in the Website.Participation in a Financing Transaction involves a high degree of risk, and there is no certainty that you will achieve any return on your invest. Any offer by us to participate in a Financing Transaction should not be considered, in any way, as a recommendation to participate in such Financing Transaction. You should only place an offer if you are capable to bear the risk of loss of the entire participation amount in the said Financing Transaction.Once you make an offer, you will be required to transfer the amount indicated by you to a Escrow Account, to be held in escrow until the Closing of the Financing Transaction. We will only transfer this amount to the Portfolio Company upon and subject to the Closing. To the extent the Financing Transaction of the Portfolio Company does not consummate and no Closing occurs and/or an insufficient amount is raised by us for participating in the Financing Transaction, your offer shall be cancelled and the funds you deposited in the Escrow Account relating to such Financing Transaction will be refunded to you, without interest, less any wiring costs or banking charges, if imposed.
Investment Amounts and Limitations: We generally impose a minimum and a maximum amount for each Financing Transaction and we may change those minimum and maximum amounts from time to time at ours sole discretion. It is clarified that the consummation of the Closing may be subject to a minimum investment by the Participants.
Escrow Account and Disbursements: Upon Closing of the Financing Transaction we will arrange for the transfer of the funds held in the Escrow Account to the Portfolio Company’s account, after deduction of the Expenses.
Participants Shareholders’ Rights: All rights, including the exercise of any future right in the Portfolio Company, shall be solely managed and communicated through us, at our sole discretion. Subject to the provisions of the Agreement, we may offer special offers to Participants in Portfolio Companies which they are Participants in. It is clarified that the Securities issued to you in consideration shall be of the same class and have the same rights and privileges entitled to all Participants in such Financing Transaction.
Expenses: A non-cancellable, non-refundable transaction fee, in an amount of 5% of the amount transferred to the Escrow Account.
Carried Interest: 15% carried interest from any proceeds generated or attributed to you on account of a Financing Transaction.
Distribution; Sale of Securities: Once proceeds are received by us on account of Securities issued, we will distribute such proceeds to all Participants, after deducting the any taxes and other payments (including without limitations the Carried Interest), in accordance with the provisions set forth in the Agreement.

General

Our Appointment as Your Representative: We act and you hereby assert your consent that we will act as your representative with respect to the Portfolio Company for all matters, including the negotiations of the Definitive Agreements and the exercise of rights attached to any Securities issued; this as a fundamental term of the Agreement and of your participation in such Financing Transaction. Any actions with respect to the Portfolio Company shall be performed solely by us, and you may not approach the Portfolio Companies independently.For that purpose, and by executing this Agreement, you hereby grant to us an irrevocable and unconditional voting proxy and power of attorney, or to a third party as designated by us, as more fully detailed in the Agreement.
Firm Commitment to Participate;Withdrawal of Funds: You may not withdraw from your participation after you placed an offer without our written consent. It is clarified that you may not transfer, assign or sell any of your interests, rights or obligations in a Portfolio Company.
Taxation: Depending on your individual tax position, you may be liable to pay taxes on any dividends or gains you receive from your investments, which is your responsibility to pay. At our discretion, we will deduct or withhold any taxes at source according to applicable law unless you provide us with a valid tax exempt certificate.
Communications: We will use its commercially reasonable efforts to timely communicate to you any and all material communications, events, developments or future Financing Transactions or other material occurrences in the Portfolio Company and of which we has actual knowledge. We may do so in a variety of ways but the foremost will be through the Website platform.
Prohibited Activities: As a Participant and user in Website, you are prohibited from doing any of the actions set forth in the Section “Prohibited Activities” in Article E to the Agreement.
Details of Participants; Required Information: Since the communication between us is done according to the contact details provided by you in the Website, please make sure to notify us of any change in your contact details, or any individual authorized to serve as your authorized representative. In addition, we might require you to present us with different documentations and other evidences (which might include physical documents) that we consider to reasonably required to verify your compliance with the terms of the Agreement or any applicable law, all as more fully detailed in the Agreement.
No Legal Advice; No Tax Advice: Nothing set forth herein shall be deemed as having extending to you any legal, financial, tax or other advise and we recommend that you will first consult with a professional prior to making an offer. We recommend that you consult with respect to your participation in Financing Transactions and the possible implications thereto so that you’ll be able to consider and asses the implications and make an informed decision. Participating in a Financing Transaction is a high-risk investment and should not be made lightly.
Termination: Termination of the Agreement may be made by either you or us, according to the provisions of the Agreement, and in such event, you will be entitled to refunds as set forth therein.
Confidentiality: Subject to the terms and conditions of the Agreement, the information that you receive or exposed to while using the Website as a Prospective Participant, making an offer to participate in a Financing Transaction or otherwise as a Participant, is deemed confidential and proprietary and may not be disclosed by you.
Identity and Anti-Money Laundering Checks: We have certain responsibilities under applicable laws, rules and regulations to verify the identity of, and run anti-money laundering checks on our clients who act as investors; which might be done by an affiliate or a third party on our behalf.

Disclaimer

Limitations of Liability: In no event shall we (and any of our officers, directors, employees, consultants, suppliers or contractors) be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our this Agreement, the platform, Website, including without limitations, the use thereof, the ability or inability to place an offer with respect to a Financing Transaction, the acceptance of such offer and the information presented therein (however arising, including negligence). In states that do not allow the exclusion or limitation of incidental or consequential damages, the above limitation or exclusion may not apply to you. Our total liability to you or any third party and your sole remedy with respect to any claim what for any reason whatsoever is limited to the actual amount paid by you to us with respect to the specific incident given raise to such claim.
No Warranty: The Website includes information that you might want to consider before making the decision to invest in a Portfolio Company. We receive this information from the Portfolio Company and present it to you on “as is” basis. We do not give any warranty whether express or implied with respect to such information. We and our employees, contractors, affiliates and suppliers provide the service “as is” and without any warranty or condition, express, implied or statutory. A+CROWD specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We do not guarantee continuous, uninterrupted or secure access to our Website and any related service proposed by us, and operation of our Website may be interfered with by numerous factors outside of our control.