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A Tender Offer
I agree to be bound by these terms and conditions for my Entrepreneur Membership. It is my intention to list my company on OurExchange and to receive assistance in my fund raising efforts. I understand I must select a Seat Holder to assist me at all times and only my Seat Holder may upload my compulsory compliance offering documents.
I understand that a deduction of six percent (6%) from the proceeds of my fundraising efforts on OurExchange ("Transaction Fee") shall be used to pay for interchange fees, credit card clearing, wire transfer and direct bank and/or financial institution transfers fees. I also agree that from such Transaction Fee, once all interchange fees, credit card clearing, wire transfer and direct bank and/or financial institution transfers fees have been deducted, OurExchange may pay or cause to be paid on my behalf, on third (1/3) of any remaining balance to my Seat Holder as Entrepreneur Advisor, plus an additional one third (1/3) of any remaining balance to the collective Seat Holders as the Investor’s Advisors, when or where such payments are legally available to Seat Holders, pursuant to regulation and licensure. The remaining balance of such Transaction Fee shall be retained by OurExchange to pay for platform operations, server maintenance and site administration for my use during the period my company is hosted on the OurExchange platform, as well as to pay other related and unrelated platform costs, expenses and/or distribution.
Background: On July 10, 2013, the SEC adopted bad actor disqualification provisions for Rule 506 of Regulation D under the Securities Act of 1933, to implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The disqualification and related disclosure provisions appear as paragraphs (d) and (e) of Rule 506 of Regulation D.
By creating a Entrepreneur Account and confirming my Entrepreneur Profile, I understand I will be assigned a “Seat Holder” who is a Financial Professional and Member of OurExchange LLC. My Seat Holder is essential in assist me in generating my SEC compliant Private Placement Offering and listing on OurExchange.
I make full representation as to my legal status to participate in such a Private Placement Offering. The SEC refers to qualified participants as “Covered Persons” and/or “Issuers” who seek to raise capital pursuant to Rule 506 of Regulation D under the Securities Act of 1933 and further have such Private Placement Securities offered to Accredit Investors in Private Placement offerings. Understanding the categories of persons that are covered by Rule 506(d) is important because Issuers are required to conduct a factual inquiry to determine whether any Covered Persons have had a “Disqualifying Event”, and the existence of such an event will either disqualify the offering from reliance on Rule 506 or shall be disclosed to the OurExchange requiring additional approval and/or disclosures to investors (Investors).
“Covered Persons” include:
For further assistance the different categories of disqualifying events please visit the SEC “Small Entity Compliance Guide”
By clicking "I accept the above terms and conditions" box and continuing on to the next page, I agree with the following:
I confirm my forgoing qualification as a “Cover Person” with my company and affirm I have no Disqualify Events which would prevent me from participating in a Private Placement Offering and that my information posted in my Entrepreneur Profile will be true and accurate as of the confirmation date hereof. If in any respect such qualification of my Cover Person status, shall not be true and accurate at any point in the future, I agree to give immediate notice of such fact to OurExchange.com. I further agree that my qualification will be confirmed by a representative of OurExchange.com, using its own independent verification process and that this verification may be required to be re-confirmed every 90 days and also prior to consummation of a Subscription Agreement, for a Private Placement Offering listed on OurExchange.com. I represent, warrant and agree that the act of “Clicking” this these terms and conditions (i) is an agreement to transmit my confirmation along with my IP Address and the information contained herein by electronic means, (ii) is a confirmation that represents my electronic signature on this Accredited Investor qualification confirmation, and (iii) the confirmations contained herein is true and correct in all respects as of the date I electronically transmit these terms and conditions.
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