Incubator / Founder Participation Agreement

This Founder Agreement (this “Agreement”) is entered into as of the date set forth on the signature page hereto (the “Effective Date”), by and between Collective, a MediaTech Ventures’ Company, and the individual(s) whose name is listed on the signature pages hereto (“Founder”), and the Founder’s company that has attached its signature page to this Agreement (the “Graduate Company”).

Collective, the Founder(s), and the Graduate Company hereby agree as follows:

Collective Incubator Participation. During the time in which Founder is enrolled in the Collective incubator (the “Semester”), Founder will be eligible to receive:

Participation with peers in company building exercises;
Education by experienced teachers in relevant experience and companies;
Mentorship by experienced professionals on business issues;
Multiple opportunities to meet investors and investor groups;
Discounted or free services by third party providers;

Obligations of the Founder. As a participant in the Collective incubator and unless Founder terminates his or her participation in the Collective incubator by the Termination Deadline as defined in below, Founder hereby agrees to:

Attend every session during the Semester virtually, missing no less than two (2) classes;
1. If unable to attend a session, Founder agrees to notify Directors as soon as possible and commit to watching the video recap and staying on track with homework;
Complete all weekly session projects and assignments on time;
Participate in weekly peer working group meetings and assignments;
Provide feedback on teachers and mentor with whom they engage;
Founder agrees to form one (1) company during the Semester that uses the corporate form and basic corporate documents approved by Collective, and Collective shall at its sole discretion choose one (1) such company to be the “Graduate Company” under the terms of this Agreement;
1. If for any reason you are concerned a C-Corporation legal structure is not the right fit for your concept and company, please discuss directly with the Directors.
Cause the Graduate Company to (i) execute a signature page to this Agreement, and upon such execution and delivery of the signature page become a party to this Agreement, and (ii) issue Equity Consideration within seven (7) days;
Pay Collective a one-time fee for course administration and materials in the amount specified on the signature page hereto;
Notify Collective of Founder’s intent to leave the Collective incubator by no later than the earlier of (i) the expiration of the “Invitation Period” (by the 3rd class), or (ii) forty-five (45) days before the last scheduled session of the Semester (the “Termination Deadline”); and
Guarantee that Graduate Company fulfills its obligations under this Agreement, and indemnify Collective for (i) any failure of Graduate Company to execute this Agreement, and (ii) any and all breaches by Graduate Company of its obligations under this Agreement.

Obligations of Graduate Company. By executing this Agreement, Graduate Company agrees to:

Execute and deliver to MediaTech Ventures a warrant, option or other equity agreement, in a form provided by Collective that grants Collective equity rights to 4% of the equity of the Graduate Company, together with any required approvals, including corporate governance approvals and any applicable government approvals during the Invitation Period (“Equity Consideration”);
In the event that the Graduate Company is unable to issue Equity Consideration in a form acceptable to Collective, pay Collective 4% of the Acquisition Value, and not take any action to circumvent the rights of Collective to any Acquisition Value;
Indemnify Collective for the costs (including attorneys’ fees and expenses) of any action to enforce the payment of any amounts owed to Collective under this Agreement,i including the payment of the Acquisition Value, and hereby grants and conveys to Collective the Collateral Security for any unpaid balances of the Acquisition Value;
Notify Collective at least fourteen (14) days prior to the consummation of any financing or liquidity event by the Graduate Company, and authorize and direct legal counsel to the Graduate Company to do the same;
Within twenty-four (24) months of the last session of the Semester, launch a commercially viable product to the standard of related or competing offerings of similarly situated companies, as determined by Collective in its reasonable judgment.

Confidentiality.

A. Definition of Confidential Information. “Confidential Information” means any non-public information that relates to the actual or anticipated business and/or products, research or development of Collective, any other participant in the Collective incubator, any company formed by another participant in the Collective incubator during the Semester or any of their respective affiliates (each a “Disclosing Party”), including but not limited to technical data, trade secrets, know-how, research, product plans, or other information regarding a Disclosing Party’s products or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by a Disclosing Party, either directly or indirectly, in writing, orally or by drawings or inspection rights granted to Founder. The fact that a person is participating or has participated in the Collective incubator shall be considered Confidential Information hereunder. Notwithstanding the foregoing, Confidential Information shall not include any such information which Founder can establish (i) was publicly known or made generally available prior to the time of disclosure to Founder; (ii) becomes publicly known or made generally available after disclosure to Founder through no wrongful action or inaction of Founder; or (iii) is in the rightful possession of Founder, without confidentiality obligations, at the time of disclosure as shown by Founder’s then- contemporaneous written records.

B. Nonuse and Nondisclosure. During and after the term of this Agreement, Founder will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Founder will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for Founder’s participation in the Collective incubator, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the Disclosing Party.

Founder may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Founder shall provide prior written notice to such Disclosing Party and seek a protective order or such similar confidential protection as may be available under applicable law. Founder agrees that no ownership of Confidential Information is conveyed to Founder by any Disclosing Party. Each Disclosing Party (other than Collective) is an express third party beneficiary of this Section. Founder agrees that Founder’s obligations under this Section shall continue after the termination of this Agreement.

Construction of Certain Phrases; Definitions.

A. For the purposes of this Agreement, a company or other business entity shall be deemed to be formed “during the Semester” if such company or other business entity was formed between the date of the first session of the Semester and the date six months after the date of the last session of the semester, inclusive; provided, however, that a company or other business entity formed by one (1) or more participants in the Collective incubator before or after such time period may be deemed to be formed during the Semester if mutually agreed upon by Collective and such participant(s).

B. A company or other business entity shall be deemed to be “formed” by a participant in the Collective incubator if (i) such entity is incorporated, registered or otherwise formed by a participant or at a participant’s request through one (1) or more intermediaries; (ii) a participant owns, or has an agreement pursuant to which such participant may acquire beneficial ownership of, ten percent (10%) or more of the securities or other ownership interests of such entity (unless such securities or other ownership interests were acquired by such participant through a bona fide sale or transfer not intended to impair the rights of Collective hereunder); or (iii) in the reasonable good faith judgment of Collective, a participant has or will acquire a substantial interest in such entity, either directly or indirectly.

C. “Change of Control” means the occurrence of any of the following events:

(i) the acquisition of the Graduate Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Graduate Company), unless the Graduate Company’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least fifty percent (50%) of the voting power of the surviving or acquiring entity (provided that the sale by the Graduate Company of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder), and (ii) a sale, assignment, exclusive license, lease or other disposition or transfer of all or substantially all of the assets of the Graduate Company.

D. In connection with a Change of Control (including a transaction that results in the liquidation, dissolution or winding up of the Graduate Company), “Acquisition Value” (and Collective’s rights of payment therein, “Acquisition Value Rights”) means the sum of the net proceeds derived from the cash and the fair market value of any securities, other property, or any other form of consideration paid by an acquiror of the assets or business of the Graduate Company, including any amounts distributed after the closing date of such transaction pursuant to any escrow, earn-out or other similar arrangement.

E. “Collateral Security” means a security interest in all right, title and interest in all assets, including all intellectual property, owned by the Graduate Company for the amounts due to Collective under this Agreement, including the payment of Acquisition Value. Collective shall have the right at any time there are overdue amounts under this Agreement, provided that Collective has given at least ten (10) days prior notice to the Graduate Company, to convert any overdue amounts owed to Collective that have not been paid or otherwise satisfied into either (i) equity of the Graduate Company at the same price and subject to the same terms and conditions as the last bona fide equity financing of the Graduate Company at the time of the conversion, or (ii) a convertible debt instrument on the same terms and conditions as the last bona fide convertible debt financing of the Graduate Company at the time of conversion. This Collateral Security shall be canceled upon the issuance of Equity Consideration or the payment of Acquisition Value as required under Section 3.

Termination from incubator.

A. Collective Right to Terminate. Notwithstanding anything in this Agreement to the contrary, Collective reserves the right to terminate Founder’s participation in the Collective incubator: (i) for Founder’s breach of this Agreement; (ii) for Founder’s conviction or plea of nolo contendere to any felony; (iii) if necessary or advisable to comply with applicable law, including without limitation local or international securities laws; (iv) for Founder’s breach of Collective’s Terms of Use; or (v) for any action or inaction by Founder that, in the good faith determination of Collective, adversely affects, or otherwise reflects negatively on, Collective, the Collective incubator or the participants of the Collective incubator. In the event that Collective elects to terminate Founder’s participation in the Collective incubator pursuant to this Section 7.A, then Collective will provide Founder written notice of such termination, either prior to or within a reasonable time after the termination date, which notice shall also provide for the termination of the Equity Consideration or Acquisition Value Rights.

B. Termination upon Death. Founder’s participation in the Collective incubator shall automatically terminate upon Founder’s death.

C. Effect of Termination. Upon Founder’s termination from the Founder Institute incubator, Founder will no longer be eligible for the benefits listed above. No refunds will be given to Founder upon any termination.

Miscellaneous.

A. Term. The term of this Agreement will begin on the Effective Date of this Agreement and will continue until the date that is fifteen (15) years from the start of the Semester or Founder’s earlier termination from the Collective incubator. Sections here shall survive any termination of this Agreement.

B. Governing Law. This Agreement shall be governed by the laws of the State of Texas, without regard to the conflicts of law provisions of any jurisdiction.

C. Dispute Resolution.

i. If a dispute arises from or relates to this Agreement, and if the dispute cannot be settled through direct discussions, Collective, the Founder, and the Graduate Company agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures in Austin, Texas.

ii. Collective, the Founder, and the Graduate Company hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State of Texas (the “Texas Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Texas Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Texas Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Texas Court has been brought in an improper or inconvenient forum.

D. Assignability. This Agreement will be binding upon Founder’s assigns, administrators, and other legal representatives, and will be for the benefit of Collective, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as expressly stated. Founder may not sell, assign or delegate, including without limitation by gift, will, devise or intestate succession, any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Collective may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of Collective’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise.

E. Entire Agreement. This Agreement and the Terms of Use of the Collective and MediaTech Ventures websites constitute the entire agreement and understanding between the parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the parties. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the parties in such exhibit or schedule.

F. Severability. If a court or other body of competent jurisdiction finds, or the parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

G. Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the parties. Waiver by Collective of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

H. Notices. Each such notice or other communication required or permitted under this Agreement shall be treated as effective or having been given (i) if delivered by hand messenger or courier service, when delivered; (ii) if sent by mail, at the earlier of its receipt or seventy-two (72) hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid; or (iii) if sent by electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address.

I. Graduate Promotion. Collective may use Founder’s name, likeness, image and quotes, and the names of the Graduate Company, in promotional materials, including press releases, presentations and customer references regarding the Collective incubator.

J. Reservation of Rights. Collective reserves the right to change the terms and conditions of Founder’s participation in the Collective incubator at any time and from time to time provided that such change shall be of general applicability to all participants enrolled in the Collective incubator during the Semester in the same location as Founder.

K. Conflict. In case of any conflict between this Agreement and Collective’s Terms of Use or Privacy Policy, the terms of this Agreement shall govern.

L. No Impairment. Founder shall not, through any voluntary action or inaction, avoid or seek to avoid the observance or performance of any of the terms of this Agreement required of Founder, but shall at all times in good faith assist in carrying out of all the provisions hereof and taking all action as may be necessary or appropriate to protect Collective rights under this Agreement against impairment.

Agree to program fees in accordance with the Payment Agreement.

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