Startup Funding & Syndication Agreement

CONFIDENTIAL INFORMATION LEGAL DISCLAIMER

This document is the property of CitySide Ventures LLC and is considered to be strictly confidential. It contains information intended only for the person to whom it is transmitted. With the receipt of this document, the recipient acknowledges and agrees that: i) in the event recipient does not require this document further, this document will be returned, at the address listed above as soon as possible; ii) the recipient will not copy, fax, reproduce, divulge, or distribute this confidential document, in whole or in part, without the expressed written consent of CitySide Ventures LLC iii) all of the information herein will be treated as confidential material with no less care than that afforded to your own company confidential material.

TERMS & CONDITIONS
This is an agreement of understanding between the applying startup (“Company”) and CitySide Ventures LLC. (“CSV”)

Your Company applied was selected and accepted to present to CSV [G⁵]- Global Angels Network for the purpose of raising venture funding, By accepting the Company hereby agrees to the following terms and conditions:

Upon completion of the Management Review, upon choosing to progress to the Due Diligence stage, you shall receive a notification message to start the Stage-Two of your application.
Upon completing the Stage-Two, you will be prompted to pay a one time application fee of $90. The fee is designed to support our statewide internship program.
In the event that the Company will receive $25K-$50K in funding from CitySide Investor Network (CIN) the Company agrees to pay CSV an administration & coordination fee of $1,400 per round of funding
if the Company will receive $50K or more in funding from CitySide Investor Network (CIN) the Company agrees to pay CSV an administration & coordination fee of $2,400 per round of funding It is a one time fee regardless of the final amount of funding. If the Company elects for CSV to Syndicate the deal with our [GAN]- Global Angel Network and the
If the Company receives funding from members of our [GAN]- in the amount that is greater than $100K, CSV will charge an additional administration & coordination fee of $1,600 post funding.
The administration fee will be billed to the Company upon receiving the funding and clear in the receiving company bank account. The Company will be required to pay the invoice within 7 business days.

It is understood by the Company that all verbal or nonverbal commitments that are made by the CSV, Birmingham Angels Members, or any other investment entity affiliated with CSV and its [G⁵]- Global Angel Network for funding are based on the information provided by the Company. In the event that any or part of the information to be found to be inaccurate, misleading or misrepresented, all deals and financial commitments will be immediately void.

The Company agrees to honor the commitment for investment by our CSV, Birmingham Angels Members, or any other investment entity affiliated with CSV and its [G⁵]- Global Angel Network or by SPV created by CSV if completed within 30-days of the Showcase presentation.
The Company founders and management team will make themselves available for up to 2 face-to-face and/or videos (call) conferences that will be scheduled in advance of closing.
The Company founders and the management team agree to receive and respond to any and all inquiries and communication from CSV in a timely manner within 48-72 hours
The Company hereby agrees and permits CSV to post the name of the Company on the BA webpage with name and logo and publish a press release with a portfolio update after funding that will be approved by the Company.
The Company is hereby prohibited from disclosing to the public any information pertaining to CSV, Birmingham Angels Members, or any other investment entity affiliated with CSV and its [G⁵]- Global Angel Network including name and contact information, CSV business operations, and practices without the expressed permission.

By accepting funding from CSV, Birmingham Angels Members, or any other investment entity affiliated with CSV and its [G⁵]- Global Angel Network by one investor or a group of investors, the company hereby grants permission to CSV to list and promote the company as a CSV portfolio company.

POST INVESTMENT REQUIREMENTS BY CITYSIDE VENTURES:

This partnership also includes ongoing communication and collaboration between CSV and the participating company, ensuring that both parties are aligned in their goals and vision for the venture. This close relationship allows for timely decision making and problem solving, as well as access to resources and expertise from CSV's network of investors, mentors, and advisors.

By accepting investment from CSV, Birmingham Angels Members, or any other investment entity affiliated with CSV, Global Angel Network, the participating company acknowledges that all investors, whether investing directly, through an SPV, or via the venture fund, appoint CSV as their official legal and investment representative and portfolio manager throughout the entire investment life cycle. This partnership ensures a collaborative and supportive environment for the growth and success of the ventures

In addition to financial support, CSV also offers strategic guidance and operational support to help the participating company scale and achieve its full potential. Through regular check-ins

By accepting the application T&C the company agrees to the following requirement:

1. All members and syndication investors, whether investing directly or via an SPV, appoint CSV as their official representative and portfolio manager for the entire investment lifecycle. They consent to the sharing of all investment-related information with CSV and authorize CSV to manage all such information. All communications must be directed exclusively to CSV. Direct communication with business partners should only occur with CitySide. If investor communication is necessary, contact CSV to handle accordingly.
1. We appreciate your monthly updates. Please ensure you complete the CSV's Quarterly Online Update Form, which will be sent via Sidepitch by our portfolio management team. This form is due within 10 days after the quarter's end. Timely submission is essential for tracking key performance data of our portfolio. Lezlie Foreman (Portfolio Manager) at lforeman@citysidevc.com is the contact for all updates should you have any questions.
1. The founder(s) have committed to conducting concise Quarterly "Check-Point" calls for updates, lasting 10 to 15 minutes, with our portfolio manager or another CSV representative per request in advance.
1. Must Complete the CSV Online Annual Portfolio Audit for the previous year by February 1st.
1. Please respond to any and all Non-Urgent communication from CSV within 72 hours and all Urgent communication within 24 hours.
1. In the event of legal issues that could impact the company and its investors, maintaining transparency and timely communication is crucial. Our company is committed to promptly providing all necessary documentation to CSV for immediate distribution to investors. This proactive approach underscores our dedication to open dialogue and accountability, helping to strengthen stakeholder relationships during challenging times.
1. All TAX filing and any other TAX documents that are related to the investment should be sent to the investors and CSV at the same time to maintain complete and accurate records.
1. CSV is committed to maintaining the confidentiality and privacy of our investors. The company is strictly prohibited from disclosing the identities of our investors to any external parties without first obtaining consent from both CSV and the investors themselves. Please refrain from sharing any CSV agreements, contracts, investment processes, or any information considered confidential without obtaining prior permission from CSV. It is crucial to uphold the confidentiality of such sensitive data to maintain the trust and integrity of our operations.
1. Keep your Sidepitch profile accurate and current. If you have a new Round of Funding open, please update your profile and add a new founding round to your profile with current deal info.
1. We believe in the power of open communication and are here to support you. Whether it's a success, a challenge, or a concern, we rely on you to share everything with us. Our extensive network of experienced professionals is ready and willing to assist you. Remember, there's no such thing as over-communicating. Your insights are invaluable, so please keep us informed. We're here to listen and help.

Final Statement: As an applicant, it is important to understand that going through our application process does not guarantee, make promises or any kind of warranties for funding for your startup. While our team is dedicated to supporting innovative ideas and entrepreneurs, we cannot make any promises or guarantees regarding funding. Our deal flow team carefully evaluates each application and may choose to stop the process or pass on investing at any time. This decision is based on various factors such as market trends, financial feasibility, and fit with our investment criteria at any given time. Please note that the due diligence process carried out by Cityside Ventures team is strictly for internal use only. This means that we will not share any information or details about our evaluation and due diligence process with the applicant company, unless otherwise agreed upon.

Additionally, it is important to understand that our investors who use our platform are committed to thoroughly reviewing and vetting each company based on their own processes, strategies and guidelines. As such, the decision to invest ultimately lies with them. If you do not agree with any of the terms & conditions, we advise you to reconsider proceeding with your application. We value transparency and want to ensure that all parties involved are fully aware of our processes and expectations.