Funding & Syndication Agreement

CONFIDENTIAL INFORMATION LEGAL DISCLAIMER

This document is strictly confidential and is intended solely for the designated recipient. By accepting this document, the recipient acknowledges and agrees to the following conditions:

  1. Return Obligation: If this document is no longer required, it must be returned as soon as possible to the address listed above.
  2. Non-Disclosure: The recipient will not copy, fax, reproduce, divulge, or distribute this confidential document, in whole or in part, without the express written consent of CitySide Ventures LLC.

Confidentiality Standard: All information contained herein must be treated as confidential material with no less care than that afforded to the recipient's own company confidential material..

CONFIDENTIALITY AGREEMENT

This document is the exclusive property of CitySide Ventures LLC ("CSV") and is strictly confidential. It is intended solely for the designated recipient.

By receiving this document, the recipient acknowledges and agrees to the following conditions:

  • If the document is no longer required, it must be returned immediately to the address listed above.
  • The recipient is prohibited from copying, faxing, reproducing, divulging, or distributing this confidential document, in whole or in part, without the express written consent of CitySide Ventures LLC.
  • All information contained herein must be treated as confidential material with a standard of care no less than that afforded to the recipient's own confidential company material.


TERMS & CONDITIONS

By accepting the invitation to apply and present to the CSV Exclusive Global Angels Investment Platform for the purpose of raising venture funding, your Company agrees to the following terms and conditions.

  • A one-time application fee of $90 is required upon submission of your application. This fee supports our statewide internship program.
  • Should the Company receive funding of $50,000 or less, the Company is obligated to pay CSV an administration and coordination fee of $1,400 for each funding round.
  • Should the Company secure funding of $50,000 or more from the CSV Exclusive Global Angels Investment Platform, the Company is required to remit a one-time administration and coordination fee of $2,400 to CSV per funding round. This fee is fixed, irrespective of the final total funding amount. If the Company chooses to have CSV syndicate the deal with our network.
  • The Company will be invoiced for the administration fee upon the funding being received and cleared in its bank account. Payment of this invoice is required within 7 business days.
  • All financial and verbal commitments for funding made by the CSV Exclusive Global Angels Investment Platform, Birmingham Angels Members, or any affiliated investment entity of CSV, are strictly contingent upon the accuracy of the information provided by the Company. Should any portion of that information be found to be inaccurate, misleading, or misrepresented, any and all deals and financial commitments will be immediately null and void.
  • The Company commits to honoring an investment from the CSV Exclusive Global Angels Investment Platform, its affiliated entities (including Birmingham Angels Members), or a Special Purpose Vehicle (SPV) created by CSV, provided the investment is finalized within 30 days of the Showcase presentation.
  • The Company founders and management team commit to being available for up to two in-person or video conferences, which will be scheduled prior to the closing date.
  • The Company's founders and management team commit to responding to all inquiries and communications from CSV within 48 to 72 hours.
  • CSV is permitted to post the Company's name and logo on the BA webpage. Following funding, CSV may also publish a press release with a portfolio update, provided the Company approves the content.
  • The Company is prohibited from publicly disclosing any information regarding CSV Exclusive Global Angels Investment Platform, Birmingham Angels Members, or any other affiliated investment entity. This includes, but is not limited to, names, contact information, CSV business operations, and practices. Such disclosure is forbidden without express permission.
  • In consideration of receiving funding from CSV Exclusive Global Angels Investment Platform, Birmingham Angels Members, or any other affiliated investment entity (whether from a single investor or a group of investors), the company grants CSV permission to list and promote the company as one of CSV's portfolio companies.


POST INVESTMENT REQUIREMENTS BY CITYSIDE VENTURES:

The close collaboration and consistent communication established through this partnership are vital for ensuring alignment between CSV and the participating company regarding the venture's goals and vision. This strong relationship facilitates prompt decision-making and efficient problem-solving, and grants the company access to the valuable resources and expertise within CSV's network of investors, mentors, and advisors.

By accepting investment from CSV and Birmingham Angels Members, or any other investment entity affiliated with CSV, 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: 

  • 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.
  • 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.
  • 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.
  • Must Complete the CSV Online Annual Portfolio Audit for the previous year by February 1st.
  • Please respond to any and all Non-Urgent communication from CSV within 72 hours and all Urgent communication within 24 hours. 
  • 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.
  • 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. 
  • 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.
  • 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.
  • 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 the CSV 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.

Disclaimer Regarding Funding and Application Process

Submitting an application does not, in any way, guarantee or warrant that your startup will receive funding from Cityside Ventures (CSV). While we are committed to supporting innovative ideas, CSV makes no promises or assurances regarding investment.

Our deal flow team diligently evaluates every application. We reserve the right to discontinue the process or decline investment at any stage, based on various factors including, but not limited to, market conditions, financial viability, and alignment with our current investment criteria.

Please be advised that the due diligence process conducted by the CSV team is strictly for internal use. Unless a prior agreement states otherwise, we will not share any details or information about our internal evaluation and due diligence findings with the applicant company.

Our platform's investors conduct a thorough review and vetting process for each company, adhering to their individual strategies, processes, and guidelines. The ultimate decision to invest rests with them. We prioritize transparency, ensuring all parties are fully aware of our expectations and processes. Therefore, if you do not agree with any of the terms and conditions, we strongly advise you to reconsider proceeding with your application.