Master Investor Agreement

This Master Investor Agreement (this “Agreement”) is made and effective as of [date] (“Agreement Date”), by and between the [investor name] (“Investor”) and Netcapital Systems LLC, a Delaware limited liability company (“Netcapital”).

BACKGROUND

  1. Netcapital, together with Netcapital Securities Inc., a Delaware corporation, and their respective affiliates will be referred to in this Agreement as the “Netcapital Parties.”
  2. Investor desires to use the website https://netcapital.com (“Site”) to purchase, currently or in the future, beneficial interests in shares of stock or units of membership or partnership.
  3. In consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties to this Agreement agree as follows:

AGREEMENT

1. Transactions on the Site

  1. All transactions on the Site are subject to and governed by the terms and conditions of this Agreement. All transactions on the Site are irrevocable other than as required by applicable law.
  2. When registering as a user on the Site and in order to pay the purchase price for the securities purchased on the Site, Investor shall establish an account on the Site.
  3. Investor shall pay the purchase price for the securities for any purchase on the Site. In addition, Investor shall pay any applicable transaction fees in connection with any transaction on the Site. Investor agrees to buy the number or dollar amount of securities that is entered by Investor and paid for on the Site. Once such purchase of securities by Investor can no longer be changed, canceled, or withdrawn pursuant to the Securities Act of 1933 (the “Securities Act”) and the rules adopted thereunder, such purchase is irrevocable by Investor and Investor unconditionally owes the purchase price relating to the transaction. Any revocation of a payment made for a transaction shall be deemed a breach of this Agreement; provided, however, an Investor exercising Investor’s right to cancel an offer to purchase securities within the timeframe indicated in the offering materials shall not be deemed a revocation of payment.
  4. For any Investor who chooses to use an ACH or wire transfer or credit and/or debit card on the Site to fund any deposit or investment commitment on the Site, Investor agrees that he, she, or it will not request, submit, or otherwise seek to process or obtain nor shall be entitled to any refund of any amount charged or debited for the transaction on the bank account upon which such ACH or wire transfer was made or such card commencing at the earlier to occur of the applicable deadline for Investor to withdraw from the offering or the closing of an offering.

2. Administration of Securities

The sole dispositive record of the Investor’s beneficial ownership of the Securities will be on the books and records of the active transfer agent or any successor transfer agent (“Transfer Agent”).

3. Site Policies

The Terms of Service, Copyright Policy, Privacy Policy and Arbitration Agreement (collectively, the Site Policies”) are incorporated by reference into this Agreement. Investor acknowledges that he, she, or it has read and agrees to the Site Policies and acknowledges that the Site Policies govern Investor’s use of the Site.

4. General Representations, Warranties, and Covenants of the Investor

Investor represents, warrants, and agrees to the following with respect to each transaction on the Site, as of the Agreement Date, and as of the effective date of each transaction by the Investor on the Site:

  1. Investor has all requisite power, authority, and capacity to agree to and comply with the Site Policies and this Agreement. This Agreement constitutes a legal, valid, and binding obligation of the Investor enforceable against the Investor in accordance with its terms. If Investor is not a natural person, Investor is a duly incorporated business in a state or territory of the United States or a citizen or legal resident alien of the United States. This Agreement and all transactions contemplated by this Agreement will not result in any violation of any of the terms and provisions of any indenture or other agreement to which Investor is a party or by which Investor may otherwise be bound, or of any law, rule, license, regulation, judgment, order, or decree governing or affecting Investor or relating to the purchase of securities on the Site. All authorizations, approvals, and consents necessary for execution and delivery by Investor of this Agreement and for the consummation by Investor of the transactions contemplated by this Agreement have been given, which if not given would not have a materially adverse effect on Investor or the purchase of securities on the Site.
  2. The representations and warranties made by Investor in this Agreement and on the Site are true, correct, and complete as of the Agreement Date and the effective date of each purchase on the Site. No representation or warranty made by Investor in this Agreement, and no statement or information furnished by the Investor on the Site or to any Netcapital Party in connection with this Agreement, or the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state all material facts that are necessary in order to make the statements contained therein not misleading.
  3. The Investor will notify Netcapital immediately if any of the Investor’s representations in this Agreement (including those included by reference) become untrue or incomplete in any respect, or the Investor is otherwise unable to comply with the Site Policies or this Agreement.
  4. The Investor is solely responsible for its compliance with all applicable laws, including without limitation, all federal and state securities laws. The Investor is not relying on any Netcapital Party for any investment advice, or for advice regarding legal, accounting, business, investment, pension, tax, or other economic considerations involved with the sale of the securities. The Investor further acknowledges that it is purchasing beneficial interests in securities without any representation or warranty, express or implied, at law or in equity, by any Netcapital Party, including, without limitation, with respect to (a) the securities being merchantable or fit for any particular purpose, (b) the operation and financial condition of the Issuer, and (c) the probability of success or profitability of the Issuer or an investment in securities.
  5. The Investor is not investing on material, non-public information regarding securities or the Issuer.
  6. The Investor understands and agrees that no Netcapital Party will be liable in connection with any information or omission of information regarding securities that is supplied or derived from information provided by any third-party including the Investor or Issuer.

5. Representations, Warranties and Covenants of the Investor for all Rule 506(c) Purchases on the Site

Investor represents, warrants, and agrees to the following with respect to all purchases or offers to purchase on the Site any beneficial interests in securities pursuant to Rule 506(c) of Regulation D under the Securities Act, as of the effective date of the offer to purchase such securities and the effective date of purchase, if any, of such securities:

  1. Investor (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Accredited Investor”) and (ii) is not an affiliate or entity or person controlled by or under common control with the Issuer as defined in Rule 405 under the Securities Act.
  2. The Investor has read all information available on the Site with respect to the securities and the Issuer.
  3. The Investor has obtained, in the Investor’s judgment, sufficient information on the Site to evaluate the merits and risks of investments in securities. The Investor has evaluated the risks of investing in the securities, understands there are substantial risks of loss incidental to the purchase of the securities, and has determined that the securities are a suitable investment for the Investor and consistent with the general investment objectives of the Investor.
  4. The Investor acknowledges and understands that the securities (i) have not been registered under the Securities Act, the securities laws of any state, or the securities laws of any other jurisdiction, nor is that registration contemplated, and (ii) are being offered and sold under an exemption from registration provided in Section 4(a)(2) and Regulation D of the Securities Act.
  5. The Investor has sufficient knowledge and experience, either independently or together with his, her, or its purchaser representative(s), in financial and business matters to enable the Investor to evaluate the merits and risks of an investment in the securities.
  6. The Investor is acquiring the securities for Investor’s own account, for investment purposes only, and not with an intent to resell or distribute the securities.
  7. Investor understands that it is offering to purchase or purchasing restricted securities within the meaning of Rule 144 under the Securities Act.

6. Representations, Warranties and Covenants of the Investor for all Section 4(a)(7) Purchases on the Site

Investor represents, warrants, and agrees to the following with respect to all purchases or offers to purchase on the Site any beneficial interests in the securities pursuant to Section 4(a)(7) of the Securities Act, as of the effective date of the offer to purchase such securities and the effective date of purchase, if any, of such securities:

  1. Investor (i) is an Accredited Investor and (ii) is not an affiliate or entity or person controlled by or under common control with the Issuer as defined in Rule 405 under the Securities Act, or a subsidiary of the Issuer.
  2. Investor understands that it is offering to purchase or purchasing restricted securities within the meaning of Rule 144 under the Securities Act.

7. Compliance with Laws

Each party shall comply with all applicable U.S. and non-U.S. federal, state, and local laws and regulations in connection with its activities pursuant to this Agreement.

8. Public Disclosure

Investor grants permission to the Netcapital Parties to publicly disclose its name and details of the purchase of the beneficial interests in securities on the Site.

9. Indemnification

Investor shall indemnify, defend, and hold harmless each Netcapital Party, the Issuer, and any of their respective subsidiaries, affiliates, licensors, and assignees and their respective officers, directors, managers, stockholders, members, agents, partners, and employees (each, an “Indemnified Party”) from and against any and all loss, claim, damage, liability, or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to or arising out of or based upon (i) any inaccurate representation or warranty made by the Investor, or breach or failure by the Investor to comply with any covenant or agreement made by the Investor in this Agreement or in any other document furnished by the Investor to any Indemnified Party in connection with this Agreement or any transaction, (ii) any action for securities law violations instituted by the Investor that is finally resolved by judgment against the Investor, (iii) any action instituted by or on behalf of the Investor against an Indemnified Party that is finally resolved by judgment against the Investor or in favor of an Indemnified Party or (iv) any failure to pay with respect to a transaction on the Site. The remedies provided in this Section 13 shall be cumulative and shall not preclude the assertion by any Indemnified Party of any other rights or the seeking of any other remedies against the Investor.

10. Third Party Beneficiary

The Investor acknowledges that the Netcapital Parties and each Indemnified Party are intended third-party beneficiaries of this Agreement and, as such, shall have the right to enforce directly, and bring any actions, suit, claim, or proceeding in law or at equity for damages or otherwise in their own name and for their own benefit relating to a breach of, inaccuracy in, or failure to perform by Investor, any of the representations, warranties, covenants, and agreements made by Investor in this Agreement as if they had been original parties to this Agreement.

11. Amendment

This Agreement can be amended at any time by Netcapital without prior notice to Investor and Investor’s initiation of any transaction in any beneficial interests in securities on the Site shall constitute Investor’s acceptance of the terms of this Agreement, as amended.

12. Assignment

This Agreement cannot be assigned or transferred, except that Netcapital may assign this Agreement to any affiliate.

13. Survival of Representations

The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement.

14. Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its choice of law rules.

15. Headings

The article and paragraph headings in this Agreement are for administrative convenience only and shall not be construed in interpreting this Agreement.

16. Electronic Signature

This Agreement may be executed by electronic signature and an electronic signature shall constitute an original for all purposes.

17. Severability

In the event that any provision or term of this Agreement is deemed to be invalid, illegal, or unenforceable for any reason, then the parties to this Agreement hereby mutually acknowledge and agree that it is their intention to have any such invalid, illegal, or unenforceable provision or part thereof be deleted from this Agreement as if it had never been included in this Agreement, so that the remainder of this Agreement is valid, binding, and enforceable in accordance with its terms.

18. Binding Nature

This Agreement shall be binding on and shall inure to the benefit of the successors of the parties to this Agreement, such that nothing contained in this paragraph shall be construed as consent to any assignment of this Agreement or the duties and obligations under this Agreement by either party.

19. Successors and Assigns

This Agreement (i) shall be binding upon the Investor and the heirs, legal representatives, successors and permitted assigns of the Investor and shall inure to the benefit of Netcapital and its successors and assigns and (ii) shall, if the Investor consists of more than one person, be the joint and several obligation of each.

20. No Waiver

The failure of any party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.

21. Force Majeure

No Netcapital Party will be held liable for any delays or failure to perform its obligations under this Agreement, from any cause beyond its control. This includes, but is not limited to, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, floods, nuclear accidents, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

22. Further Assurances

Investor agrees that he, she, or it will do any and all things reasonably necessary without undue burden or expense after the date of this Agreement in order to effectuate all the terms and conditions of this Agreement.

23. Entire Agreement

This Agreement contains the entire understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of such parties (whether oral or written) relating to such subject matter. No promise, inducement, representation, or agreement other than as expressly set forth herein, has been made to or by the parties to this Agreement.

The parties have caused this Master Investor Agreement to be duly executed as of the date set forth on this page.

Last updated June 13, 2024