This investor agreement is entered into between Lead Angels (the Company, we, our or us), a limited company whose registered office is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240 Grand Cayman KY1-1002, Cayman Islands with the company registration number 307599, authorised and regulated by the Cayman Islands Monetary Authority, and any person ("investor" or "you") who wishes to consider subscribing for shares in a company (issuer) in response to an offer (proposal) made by the issuer via the website www.leadangels.com ("the website"). This agreement shall be effective once you tick a box confirming that you have read and accept the terms and conditions. All references to this agreement include this agreement as modified or amended.
By agreeing to this investor agreement you acknowledge that you have read, understood and agreed to:
Individual investors must be over the age of 18 and must meet the minimum criteria to be classified as a High Net Worth individual or a Sophisticated Person, as defined under Cayman Islands Law.
HNWI - An individual with net investable assets of US$1 million or more, excluding primary residence, collectibles, consumables, and consumer durables, or total assets of US$5 million or more.
Sophisticated Person - a listed or regulated entity, or an experienced investor that invests more than US$100,000 per transaction.
To gain full access to this website, view entire proposals and to make investment pledges in issuers you must first apply for membership and await notification of a successful sign up.
To complete the application process you must follow the registration steps and provide information which includes but is not limited to the following:
Once we have received the information listed above along with relevant documents, we will undertake our verification process which may include requesting additional personal details and additional supporting documentation.
Following completion of our verification process we will notify you via email as to whether or not your registration to access the platform as an investor has been successful. We can deny your application at full discretion without providing a reason.
Once you have successfully registered as an investor you will be able to view fully the funding proposals and to make investment pledges.
By registering as an investor through the website you confirm that you are able to access funding proposals and make investment pledges in issuers without violating the laws in the jurisdiction in which you reside, conduct business or receive such offers.
Whilst you are registered with this website as an investor you must keep the information provided in your registration application up to date and notify us of any changes.
You must not attempt to create multiple log-ins. You can only register once and with one email address.
You may only make an investment pledge in an issuer in your own name and you shall ensure that all pledges made through the website under your name are on your behalf.
Your registration with the website will be taken as confirmation that you may receive into your registered email address notices or communications from Lead Angels and any issuer on this website.
We have the right to refuse to permit you to invest via this platform. Users registered in certain jurisdictions will be denied the ability to make investment pledges in certain issuers.
The offer period will begin once the proposal is listed on the website as open for investment and will conclude at the earliest of the following:
An overfunding facility is available to the issuer at their discretion. In the event that the funding target is met before the closing date specified in the offer, the issuer can decide to increase the funding target and amount of equity on offer and continue with the offer until the original closing date. The valuation must remain constant.
The closing date specified in the offer can be extended if the funding target is not met but is considered within reason to be attainable. The decision on whether or not to allow the issuer to extend the closing date is at our discretion, as is the duration of any extended time period.
The issuer can restrict the proposal from being accepted by potential investors based on jurisdiction.
An investment agreement between the issuer and each investor will accompany each proposal. This agreement can be entered into once the proposal has commenced by way of the investor providing an electronic signature in the signature field provided.
The investment agreement will state the terms and conditions of the investment. By entering into this agreement by way of providing an electronic signature the investor agrees to these terms and conditions, including the obligation to pay the subscription amount.
When you subscribe for shares in the issuer, you must pay a fully refundable deposit equivalent to not more than 5% of your total investment pledge. The deposit percentage figure may vary depending on the size of the funding round. The deposit can be paid by cheque or bank transfer to the bank account listed on the payment page, or by debit or credit card through a payment gateway which you will be directed to.
If the offer period concludes with the minimum funding target being met or exceeded, in order to receive your shares you will be required to transfer funds equivalent to the total value of shares for which you have subscribed, minus deposit paid, into a legal escrow account controlled by the issuer. The details of this account will be presented to you via email near the conclusion of the offer period. If you fail to pay for the shares for which you have subscribed within 14 days of the conclusion of the offer period you will not receive your shares and your deposit will not be refunded.
If, upon expiry of the offer the issuer is unsuccessful in meeting the minimum funding target specified in the proposal, or the offer is cancelled before the date specified in the proposal, your deposit will be refunded within 14 working days. The investment agreement will be null and void and completion will not take place.
If the offer period concludes with the funding target being met or exceeded but the total aggregate amount received into the legal escrow account is after 14 days less than 80% of the minimum funding target, the investment agreement will be null and void and completion will not take place. All funds held in the legal escrow account will be refunded to the respective investors along with deposits, whilst those investors who failed to make payment for their shares will lose their deposits.
We along with our legal partners, will undertake due diligence checks on each issuer before listing any offers on the website. These checks are to ensure the credibility of the funding proposal and the properness of the officers, directors and controlling shareholders of the issuer.
If we, or our legal partners conducting the due diligence checks, identify any areas of concern we will first raise them with the issuer in an attempt to gain clarity. If the response from the issuer is unsatisfactory the issuer will be prevented from using the website to make offers. Decisions on whether or not to allow the issuer to make offers through the website are at the sole discretion of the company.
We will not continue to monitor the issuers, their officers, directors and controlling shareholders once our checks have been carried out.
In addition to due diligence checks on the issuer we also review the content of the funding proposal including the issuers business model, funding target, proposed use of funds, financial history and general viability.
Our due diligence checks should not be construed as investment guidance and you should not use them as guidelines for predicted future performance of the issuer.
You acknowledge that Lead Angels, our directors, our employees and the directors and employees of our affiliates or any other persons associated with us may register with the website as an investor to subscribe for shares or as an issuer to raise funds. If Lead Angels, its affiliates or associated persons subscribes for shares in an issuer and you become aware of this, you will not rely on this information when deciding whether to invest. You confirm that any decision made by you to subscribe for shares in an issuer is not based on any representation, action, information, omission or otherwise of Lead Angels and its associated persons.
You can terminate your registration as an investor by notifying us via email at email@example.com. We reserve the right to terminate or suspend your investor registration at any time without reason. Whilst your registration is terminated or suspended you will not be able to view full details of funding proposals listed on the website or to subscribe for shares in issuers through the website. If you have signed an investment agreement, you will still be bound by this agreement even after your account has been terminated or suspended, and will be required to invest subject to the parameters outlined in 'Investment process'.
You agree to indemnify Lead Angels, its officers, employees and partners from and against any liabilities, losses, claims and expenses in connection with your failure to comply with this investor agreement and any of your obligations relating to an offer, including costs incurred by the company defending against them.
We reserve the right to amend this investor agreement from time to time. Any amendments will be communicated to you via your registered email address and the amended investor agreement together with the effective date will be available on the website. If you do not understand or accept any amendments you must cease using the website and our services.
You must familiarise yourself with our risk warning before subscribing for shares in issuers listed on our website. Investments will be made at your own risk and we will not be held responsible for any losses incurred from investments made through the website.
Following the conclusion of an offer we do not continue to monitor the issuer and we are not obliged to ensure that the investments are allocated as per the proposed use of funds outlined in the funding proposal.
You acknowledge that once an offer is concluded, regardless of whether the offer is withdrawn before the stated closing date and whether or not the funding target has been met, Lead Angels is no longer approving any offer for the issuer and if you engage in any conversations or investments outside of the website we have no liability or involvement and no previous statement made on the website may be relied upon.
We are not responsible for oversights in our due diligence reporting if these arise as a result of government records being unavailable or out of date.
Any notice or communication from you in relation to this investor agreement shall be in writing and sent by email to firstname.lastname@example.org. Any notice or communication from us in relation to this investor agreement shall be in writing and sent by email to the email address provided by you in your investor registration; or by post or by hand to the physical address provided by you in your investor registration.
Investors will pay a deposit on their total investment amount. We accept payments online using Visa and MasterCard credit/debit card in USD currency. If you pay a deposit through our website, the details you are asked to submit will be provided directly to our payment provider via a secured connection.
The cardholder must retain a copy of transaction records and Merchant policies and rules.
Lead Angels does not charge investors any fees for the services provided on this website. You acknowledge that fees and charges may be payable to third parties in connection to investments made through the website, and that such fees and charges are not associated with these terms. You agree to indemnify Lead Angels from any cost, expense, liability or loss relating to such fees.
You are not entitled to receive any interest or other income on deposits paid to us.
We reserve the right to impose a fee on investors for our services in the future and will provide advanced written notice of any proposed fees and charges.
Investors who subscribe for shares in an issuer via the website but do not complete their investment within 14 days of the conclusion of the offer will lose their deposits in the event that the funding target is met. After 14 days have passed since the conclusion of the offer the investor will no longer be able to partake in the funding round.
If an offer does not proceed to the stage where investors will be required to complete their transactions, whether due to an unattainable funding target or the cancellation of the offer for any reason, investors who have subscribed for shares in the issuer will have their deposits refunded within 14 working days. Such refunds will be without interest, minus any transaction fees charged by a third party, will allow for exchange rate fluctuations and be to the bank accounts from which the payments came.
If an offer does proceed to the stage where investors will be required to complete their transactions, but the total aggregate amount received into the legal escrow account controlled by the issuer is after 14 days less than 80% of the funding target all funds held in the legal escrow account controlled by the issuer will be refunded to the respective investors along with their deposits. However those investors who failed to make payment for their shares will lose their deposits.
In the event of the funding target being met, and once other conditions have been fulfilled, share certificates will be issued. The company secretary of the issuer will issue the share certificates to the respective investors.
The investment funds will be released from the legal escrow account into the issuers business account only after the shareholder's agreement has been executed between parties.
As a consequence of you becoming a shareholder in an issuer, you will be subject to the issuer's Articles of Association. These Articles of Association constitute an agreement between all of the issuer's shareholders and will detail the restrictions, rights and obligations attached to the shares.
The articles of association will be contained in the investment confirmation email and / or set out in the funding proposal on the website, and may be subject to other documentation.
Although we conduct due diligence on issuers, their officers, directors, controlling shareholders and their funding proposals, we rely on the issuer to update information relating to the issuer and their offer if such information ceases to be accurate or complete. The issuer is ultimately responsible for any content posted on the website contained within the funding proposal.
It is the responsibility of you the investor to determine if there has been sufficient or accurate disclosure before deciding whether or not the proceed with the investment. Lead Angles does not give you or any other individual or party any financial, legal, investment, tax or other advice or recommendation. We will accept no liability in regard to your decision to invest and any potential losses which may arise as a result of any investment made through the website. You acknowledge that an approval of the offer by Lead Angels is not an indication of approval of the offer generally.
Angels, its officers, employees and partners are, to the extent permitted by law, not liable in respect of any failure or delay in providing any of our services unless such failure or delay arises as a result of fraudulent actions of Lead Angels or a willful breach of this investment agreement.
Information about you:
Your information may be disclosed to third parties such as a government, statutory or regulatory authority for the purposes of maintaining compliance with any applicable law or regulation. Should you subscribe for shares in an issuer through the website you authorise us to provide your information to the relevant issuer.
Information for you:
All information which we are obliged to make available to investors is provided on the website. Where possible, upon the successful conclusion of an offer in which you have subscribed and are entitled to shares, relevant investor documentation is posted onto your account for download and sent to your email address. Investment history is available on the website investor account page.
This agreement and any dispute arising from it is governed by Cayman Islands law.
Should you have any complaints in relation to Lead Angels and our services you can send in writing to email@example.com or call us on +971 4 374 5780. If we are unable to negotiate a resolution we will refer the dispute to an independent dispute resolution scheme.