BIRMINGHAM ANGELS

STARTUP SYNDICATION AGREEMENT

CONFIDENTIAL INFORMATION LEGAL DISCLAIMER 

This document is the property of Birmingham Angels, LLC, and 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 Birmingham Angels, LLC; or 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 (“Company”) and Birmingham Angels LLC. (“BA”) 

Your Company was selected and accepted to present to BA members for the purpose of raising venture  funding, The Company hereby agrees to the following terms and conditions:

  1. The Company will provide BA with the most up to date pitch deck and current financials 48 hours prior to the scheduled presentation.
  2. In the event that the Company will receive funding, the Company agrees to pay CitySide Ventures an administration & coordination fee of $2,400 per round of funding. 
  3. 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.
  4. It is understood by the Company that all verbal or nonverbal commitments that are made by the BA members and Birmingham Angels LLC 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.
  5.  The Company agrees to honor the committed investment by BA individual members or by SPV created by BA if completed within 60-days of the Showcase presentation.
  6. The Company founders and management team will make themselves available for up to 3 face-to-face and/or videos (call) conferences that will be scheduled in advance.
  7. The Company founders and the management team agree to receive private calls from individual investors and respond within 48 hours.
  8. The Company hereby agrees and permits BA 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.
  9. The Company is hereby prohibited from disclosing any information pertaining to BA members including name and contact information, BA business operations, and practices without the expressed permission of BA.
  10. Indemnification.  Company agrees to defend, indemnify, and hold a BA and CitySide Ventures LLC, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney’s fees and costs) incurred through claims of third parties against the Company based on a breach by the Company of any representation or warranty made between BA members and the Company. 
  11. Forum Selection and Choice of Law Provision – This Agreement is governed by the laws of the State of Michigan.  All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Michigan or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees consistent with the terms of this agreement. Any such arbitration shall be conducted by an arbitrator experienced in contract or other related business disputes and shall include a written record of the arbitration hearing. The parties shall select an arbitrator that is mutually agreeable. If the parties are unable to select an arbitrator that is mutually agreeable, then an action can be filed in the Oakland County Circuit Court, in Pontiac, MI, and the court shall appoint a neutral arbitrator. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity, or where any other conflict of interest is present. An award of arbitration may be confirmed in a court of competent jurisdiction.

POST INVESTMENT REQUIREMENTS:

To make sure that we are clear on our philosophy and process we have created the following requirement guidelines following an investment from Birmingham Angels. These guidelines are applicable only for BA and those investors that have invested and signed the company’s operating agreement. 

  • The Founder(s) will be available for a monthly 15 to 30-minutes “Check-Point” call for a quick update. 
  • The Founder(s) will be available for a Quarterly 60-minutes “Check-Point” meeting or call for an in-depth update.
  • The Founder(s) will be available for an annual  90-minutes “Annual Review” meeting or call for in-depth performance review.
  • The Founder(s) will send a quarterly update to Birmingham Angels using our web link: https://citysideventures.com/birmingham-angels-portfolio-monthly-update/
  • Provide a timely end of the year financials.
  • Provide any distribution documents and or K1 to the investors no later than February 15th for the prior year.
  • Communicate any breakdowns and or important issues to investors sooner than later
  • In the event of any legal issues arising that might impact the company and possibly the investors, it is paramount that your company will provide all documentation to BA to be distributed to the investors immediately.

I undersigned, hereby acknowledge that I am an authorized person to sign on behalf of the company. By completing and submitting this form, I agree to all of the terms and conditions as outlined in this agreement.

I undersigned, hereby acknowledge that I am an authorized person to sign on behalf of the company. By completing and submitting this form, I agree to all of the terms and conditions as outlined in this agreement.
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