BLACK UNICORN FACTORY, INC.

INDEPENDENT CONTRACTOR &

OMNIBUS EQUITY PARTICIPATION AGREEMENT

Omnibus Equity Participation Program  ·  Pre-IPO Multi-Company Framework

Company:

Black Unicorn Factory, Inc.

[State of Formation]  ·  EIN: [XX-XXXXXXX]

 

Agreement Date:

June 13, 2021

 

NOTICE: This document is legally binding. Contractor is strongly encouraged to consult qualified legal and tax counsel prior to execution.

RECITALS

WHEREAS, Black Unicorn Factory, Inc. (the “Company”) is a pre-IPO company engaged in developing equity compensation and participation platforms;

 

WHEREAS, the Company desires to engage the Contractor as an independent contractor to perform certain services in exchange for equity compensation as described herein;

 

WHEREAS, the Company operates an Omnibus Equity Participation Program that enables Contractor to earn equity in multiple pre-IPO companies participating in the Company’s program (the “Omnibus Equity Participation Program” or “Program”);

 

WHEREAS, Contractor agrees to be considered for participation in such opportunities on a pre-consented basis, subject to notice and opt-out rights as described herein;

 

WHEREAS, the parties desire to set forth the terms and conditions of this engagement in this Agreement;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1 — DEFINITIONS

1.1 “Agreement” means this Independent Contractor & Omnibus Equity Participation Agreement, together with all exhibits and any executed Participation Notices and Statements of Work.

 

1.2 “Company” means Black Unicorn Factory, Inc., a company organized under applicable state law.

 

1.3 “Shares” means restricted securities issued pursuant to applicable exemptions under federal and state securities laws.

 

1.4 “Micro Task” means a digital action assigned through the Company’s platform, assigned an administrative value of One Dollar ($1.00 USD) solely for internal tracking purposes and not as a representation of fair market value or wages.

 

1.5 “Participation Credits” means non-cash units earned through completion of Micro Tasks that may be eligible for conversion into equity. Participation Credits have no cash value and do not guarantee the issuance of equity.

 

1.6 “Participating Company” means any third-party company approved by the Company to issue equity under the Program.

 

1.7 “Participation Notice” means a written or electronic notice describing a specific Participating Company opportunity, including relevant disclosures such as company details, equity terms, and risk disclosures.

 

1.8 “Contractor” means the individual executing this Agreement as an independent contractor.

 

1.9 “Deliverable” means any tangible or intangible work product produced by Contractor in the course of performing services under this Agreement.

 

1.10 “Confidential Information” means any non-public technical, business, financial, or other information disclosed by the Company or any Participating Company to Contractor in connection with the Program, whether designated as confidential or reasonably understood to be so.

 

1.11 “Pre-Existing IP” means any intellectual property owned or licensed by Contractor prior to the effective date, or developed independently of this Agreement without use of any Company resources.

 

1.12 “AB5 ABC Test” means the three-part worker classification test under California Labor Code § 2775(b)(1): (A) the worker is free from control and direction of the hiring entity; (B) the worker performs work outside the usual course of the hiring entity’s business; and (C) the worker is customarily engaged in an independently established trade or business of the same nature.

 

1.13 “Rule 701” means Rule 701 under the Securities Act of 1933 (17 C.F.R. § 230.701), providing a registration exemption for compensatory equity issued to bona fide consultants.

SECTION 2 — INDEPENDENT CONTRACTOR RELATIONSHIP

2.1  Classification

Contractor is engaged as an independent contractor and not as an employee, partner, joint venturer, or agent of the Company or any Participating Company. Nothing in this Agreement creates or is intended to create an employment relationship. Contractor retains the right to: (a) set Contractor’s own schedule and working hours; (b) use Contractor’s own tools, equipment, and methodologies; (c) perform services for unrelated third parties; and (d) accept or decline any task, SOW, or Participation Notice in Contractor’s sole discretion.

 

2.2  California AB5 ABC Test Compliance

This engagement is structured to satisfy each prong of the AB5 ABC Test:

 

• Prong A (Control): The Company and Participating Companies shall not control the manner and means by which Contractor performs services. Contractor determines the method, details, and means of performance.
• Prong B (Outside Usual Course of Business): Contractor shall perform only services that fall outside the usual course of business of the Company or applicable Participating Company.
• Prong C (Independent Business): Contractor represents that Contractor is customarily engaged in an independently established trade, occupation, or business of the same nature as the services to be performed.

 

2.3  Contractor Representations

Contractor represents, warrants, and covenants that:

 

• Contractor has the legal right to enter into this Agreement without violating any obligation to any third party;
• Contractor is solely responsible for all federal, state, and local taxes on compensation earned under this Agreement;
• Contractor maintains, or will obtain, any licenses or certifications required by applicable law;
• Contractor is not subject to any restriction that would prevent performance of services.

 

2.4  No Employee Benefits

Contractor shall not be entitled to, and expressly waives any claim to, any employee benefits including health insurance, workers’ compensation (except as required by law), unemployment insurance, paid time off, or retirement plan contributions. This waiver does not apply to Participation Credits earned or Shares issued under an accepted Participation Notice.

SECTION 3 — SERVICES

3.1  Voluntary Task Participation

Contractor may complete Micro Tasks at their sole discretion. No minimum work requirement is imposed, and Contractor may accept or decline any task without penalty. The Company shall not require any minimum level of activity as a condition of continued participation in the Program or eligibility to receive Participation Notices. The Company does not guarantee the availability, frequency, or continuity of Micro Tasks or Participation Notices.

 

3.2  Nature of Micro Tasks

Micro Tasks are digital actions assigned through the Company’s platform. Each completed Micro Task is assigned an administrative value of One Dollar ($1.00 USD) solely for internal Participation Credit tracking purposes and not as a representation of fair market value, wages, or any other form of compensation. The Company may update the types of available Micro Tasks upon written notice to Contractor.

 

3.3  Task Assignment

The Company may present Micro Task opportunities to Contractor through its platform or by written or electronic notice. Contractor shall have no obligation to accept any specific task. The Company shall not penalize, demote, or otherwise adversely treat Contractor for declining tasks.

 

3.4  Quality of Services

Contractor agrees to perform any accepted Micro Tasks and other services in a professional and workmanlike manner consistent with applicable industry standards. The terms of the applicable Participation Notice govern the effect, if any, of substandard performance on Participation Credits. Participation in tasks is voluntary and does not create any obligation to perform services for any specific company.

 

3.5  Statements of Work

Larger service engagements may be documented in a Statement of Work (“SOW”) substantially in the form of Exhibit B. Each SOW shall specify the services, period of performance, Deliverables, and compensation terms. Contractor may decline any proposed SOW without penalty.

SECTION 4 — COMPENSATION

4.1  Participation Credits

Compensation shall consist of Participation Credits earned through completion of Micro Tasks. Participation Credits have no cash value and do not guarantee the issuance of equity. Credits are a non-cash administrative unit used to calculate potential equity eligibility, subject to all conditions of the Program and applicable securities law.

 

4.2  Equity Eligibility

Participation Credits may be considered by a Participating Company for equity compensation as described in Section 5 (Omnibus Equity Participation Program). Any such consideration is subject to the terms of the applicable Participation Notice, the Participating Company’s equity plan, and compliance with applicable securities laws, including Rule 701. No conversion is automatic, guaranteed, or obligatory on the part of any Participating Company.

 

4.3  No Cash Payments

Unless otherwise agreed in a separate written agreement, compensation under this Agreement consists solely of Participation Credits and potential equity. Contractor acknowledges that no cash wages, salary, or hourly compensation is owed by the Company for Micro Tasks or other services performed under this Agreement.

 

4.4  Conditions on Equity Issuance

Any issuance of Shares is subject to approval by the applicable Participating Company and compliance with applicable securities laws. No guarantee of equity issuance is made. The Company makes no representation regarding the timing, value, or likelihood of any equity issuance.

SECTION 5 — OMNIBUS EQUITY PARTICIPATION PROGRAM

5.1  Program Participation

Contractor agrees to participate in the Company’s Omnibus Equity Participation Program. Participation in the Program grants Contractor the opportunity to receive Participation Notices from Participating Companies and, upon acceptance, to earn equity compensation by performing services as an independent contractor for those companies. Contractor’s participation in any Participating Company is conditioned upon the performance of bona fide services and not on capital contribution, investment intent, or passive participation.

 

5.2  Company Authorization to Present Opportunities

Contractor authorizes the Company to present participation opportunities in Participating Companies. This authorization covers any Participating Company listed in Exhibit A or subsequently added by written notice to Contractor. This authorization does not obligate Contractor to accept any specific opportunity.

 

5.3  Participation Notice Requirements

Prior to allocation into any Participating Company, Contractor shall receive a Participation Notice including: (a) the identity and description of the Participating Company; (b) the equity terms being offered; (c) the services expected; (d) the period of performance; and (e) risk disclosures required by applicable law or prudent practice. Each Participation Notice constitutes a supplemental agreement governing Contractor’s participation in that specific Participating Company.

 

5.4  Opt-Out Right — Individual Opportunities

Contractor shall have seven (7) calendar days from receipt of a Participation Notice to opt out of participation in that specific opportunity. Contractor may opt out by providing written or electronic notice to the Company through any available means, including email, text message, or the Company’s platform. Opting out of a specific opportunity:

 

• Shall not constitute a breach of this Agreement;
• Shall not affect Contractor’s continued participation in the Program or eligibility for future opportunities;
• Shall not affect any Participation Credits already earned or Shares already issued;
• Shall not subject Contractor to any penalty or adverse treatment.

 

5.5  Deemed Acceptance for Administrative Purposes

If Contractor does not opt out within the seven (7) calendar day period, Contractor shall be deemed to acknowledge receipt of the Participation Notice and eligibility to participate, but no obligation to perform services or accept equity shall arise unless Contractor affirmatively agrees through a Statement of Work or other written confirmation. Deemed acknowledgment does not constitute consent to any investment, does not result in automatic equity issuance, and does not waive any of Contractor’s rights under this Agreement.

 

5.6  Each Notice Is a Separate Agreement

Each Participation Notice shall constitute a supplemental agreement governing participation in that specific Participating Company, incorporating by reference the terms of this Agreement. In the event of conflict between this Agreement and a Participation Notice, the Participation Notice controls with respect to the specific opportunity it describes.

 

5.7  Rule 701 Services Requirement

Contractor acknowledges that any equity issued by a Participating Company is in exchange for bona fide services performed for that specific company, and not for participation in the Program itself. Each equity issuance is a compensatory arrangement tied to actual services rendered to the issuing Participating Company. No equity is issued merely by virtue of Contractor’s enrollment in or general participation in the Program.

 

5.8  No Transfer of Credits or Value

For the avoidance of doubt, no Participation Credits, equity interests, accrued value, or other economic interests are transferred between Participating Companies in connection with the Program. Each Participating Company independently determines and issues equity to Contractor pursuant to its own equity plan and applicable securities law. The Program is a framework for presenting independent work opportunities — it is not an investment fund, pooled vehicle, or transfer mechanism for economic value. Each Participating Company retains sole discretion over its capitalization, equity plan, and issuance decisions, and nothing in this Agreement grants Contractor any ownership rights in any Participating Company absent formal issuance by that company. Contractor acknowledges that participation in one Participating Company does not create any right, expectation, or entitlement to participate in future opportunities with that company or any other Participating Company.

SECTION 6 — NO ROLLOVER OR TAX DEFERRAL

Contractor acknowledges that this Program is not a retirement account or tax-deferred vehicle. Participation does not constitute a rollover of assets within the meaning of the Internal Revenue Code. Each equity grant is a separate compensatory arrangement and may be treated as taxable income under Section 83 of the Internal Revenue Code in the year of receipt, vesting, or as otherwise determined by applicable tax law. Contractor is solely responsible for all tax obligations arising from participation in the Program and is strongly advised to consult a qualified tax professional regarding the tax treatment of any Participation Credits or equity received.

SECTION 7 — NO POOLING OF INTERESTS

Contractor acknowledges that participation in each Participating Company is separate and independent. The Company does not pool participation interests, combine equity pools, or otherwise aggregate Contractor’s interests across Participating Companies. The Company does not operate as an investment fund, hedge fund, private equity fund, or any other pooled investment vehicle subject to the Investment Company Act of 1940 or applicable state investment company laws. Each equity arrangement between Contractor and a Participating Company stands alone and is governed exclusively by the applicable Participation Notice and that company’s equity plan. No Participating Company is an agent, partner, or joint venturer of the Company or any other Participating Company, and each operates independently with respect to its own business, equity plan, and capitalization decisions.

SECTION 8 — ROLE OF THE COMPANY

The Company acts solely as a platform provider and program administrator in connection with the Omnibus Equity Participation Program. The Company does not act as a broker-dealer, investment advisor, placement agent, transfer agent (except as otherwise disclosed), or fiduciary with respect to Contractor’s participation in any Participating Company. The Company does not recommend or solicit investments in any security, and does not solicit the purchase of securities or induce participation in any investment. The Company does not negotiate, structure, or price securities on behalf of any Participating Company. All Participation Notices are provided solely in connection with potential compensatory service arrangements. Nothing in this Agreement or in any Participation Notice constitutes investment advice or a recommendation to acquire any security. Contractor acknowledges that the decision to accept any Participation Notice is Contractor’s own independent decision made without reliance on any representation or recommendation by the Company.

 

⚠  NOTE: Black Unicorn Equity Services Inc. (SEC File No. 084-06993) is identified as the shareholder records administrator. Contractor should direct equity recordkeeping inquiries to that entity.

SECTION 9 — DIGITAL RECORDKEEPING

All shareholder records relating to this Agreement and the Program are maintained by Black Unicorn Equity Services Inc. (SEC File No. 084-06993). Digital records, including Participation Credit balances, Participation Notice delivery and receipt records, opt-out history, acceptance history, and SOW execution records, shall constitute conclusive evidence of Contractor actions and Program status absent manifest error or fraud. Contractor shall promptly notify the Company of any discrepancy in Contractor’s records within thirty (30) days of receiving any record or statement. Failure to timely object shall constitute Contractor’s acceptance of the record as accurate.

SECTION 10 — ELECTRONIC CONSENT

Contractor agrees to receive all Participation Notices, Program communications, and related disclosures electronically, including by email, platform notification, or any other electronic means. Contractor acknowledges that: (a) electronic communications satisfy any writing requirement applicable to this Agreement; (b) failure to opt out of a specific Participation Notice within the seven (7) calendar day period specified in Section 5.4 constitutes acceptance of that opportunity for administrative purposes as described in Section 5.5; and (c) Contractor is responsible for maintaining a current, functional email address and monitoring communications from the Company. Electronic signatures under the E-SIGN Act (15 U.S.C. § 7001 et seq.) and applicable state law have the same legal effect as original ink signatures.

SECTION 11 — INTELLECTUAL PROPERTY ASSIGNMENT

11.1  Assignment of Deliverables

Subject to Sections 11.3 and 11.4, Contractor irrevocably assigns to the Company (or, with respect to services performed for a Participating Company, to that Participating Company) all right, title, and interest in each Deliverable, including all copyrights, patents, trade secrets, and other intellectual property rights, effective as of the moment of creation.

 

11.2  Further Assurances

Contractor agrees to execute, upon request and at no additional cost, all documents necessary to perfect ownership of Deliverables. Contractor appoints the Company as attorney-in-fact, coupled with an interest, solely for executing such documents if Contractor fails to do so within thirty (30) days of request.

 

11.3  Pre-Existing IP

This Agreement does not transfer ownership of Contractor’s Pre-Existing IP. If a Deliverable incorporates Pre-Existing IP, Contractor grants the receiving entity a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use such Pre-Existing IP solely to the extent necessary to use the Deliverable for business purposes.

 

11.4  California Labor Code § 2870 Carve-Out

No assignment is required for intellectual property that: (a) Contractor developed entirely on Contractor’s own time without using Company resources; (b) does not relate to the Company’s or Participating Company’s business or anticipated research; and (c) does not result from work performed under this Agreement. This provision implements California Labor Code § 2870.

 

11.5  No Work-Made-for-Hire

The parties expressly agree that Deliverables are NOT works made for hire under Section 101 of the Copyright Act (17 U.S.C. § 101). All copyright ownership transfers occur exclusively through the assignment in Section 11.1. This disclaimer is consistent with California Labor Code § 3351.5(c) and is intended to preserve the independent contractor relationship.

SECTION 12 — CONFIDENTIALITY

12.1  Obligations

Contractor shall hold all Confidential Information in strict confidence and shall not disclose it to any third party without prior written consent of the Company. Contractor shall use Confidential Information solely to perform services under this Agreement.

 

12.2  Permitted Disclosures

Contractor may disclose Confidential Information: (a) to legal, tax, or financial advisors subject to equivalent confidentiality obligations; or (b) as required by law or court order, with prompt written notice to the Company.

 

12.3  Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no act of Contractor; (b) was rightfully known to Contractor before disclosure; (c) is rightfully received from a third party without restriction; or (d) was independently developed without reference to Confidential Information.

 

12.4  Return or Destruction

Upon termination or written request, Contractor shall promptly return or destroy all materials containing Confidential Information and certify compliance in writing.

SECTION 13 — TAX OBLIGATIONS AND DISCLAIMERS

⚠  TAX DISCLAIMER: This Agreement does not constitute tax advice. Equity compensation and Participation Credits can have complex tax consequences. Contractor is STRONGLY ADVISED to consult a qualified tax professional before accepting any equity, exercising any option, or transferring any Shares.

 

13.1  Contractor Tax Responsibility

Contractor acknowledges that any equity received under this Agreement may be subject to taxation at the time of transfer, vesting, or exercise, and Contractor is solely responsible for all tax obligations arising from participation in the Program. This includes: (a) federal, state, and local income taxes; (b) self-employment taxes under SECA; (c) estimated quarterly tax payments; and (d) any taxes arising under Section 83, Section 409A, or other applicable provisions of the Internal Revenue Code.

 

13.2  Section 83(b) Election

If Contractor receives Shares subject to vesting or a substantial risk of forfeiture, Contractor may elect under Section 83(b) of the Internal Revenue Code to include the fair market value of the Shares in gross income at the time of grant rather than at vesting. THIS ELECTION MUST BE FILED WITH THE IRS WITHIN THIRTY (30) DAYS OF THE GRANT DATE. LATE ELECTIONS ARE NOT ACCEPTED. CONTRACTOR ASSUMES SOLE RESPONSIBILITY FOR TIMELY FILING. The Company assumes no obligation to notify Contractor of this deadline.

 

13.3  No Withholding

The Company and Participating Companies shall not withhold income taxes, FICA, or any other taxes from Participation Credits or equity compensation, consistent with Contractor’s independent contractor status. The Company will issue Form 1099-NEC or applicable equivalent for reportable compensation.

 

13.4  No Tax Representation

Neither the Company, any Participating Company, nor any of their officers, directors, or agents represents the tax treatment of any compensation issued under this Agreement. No informational statement constitutes tax advice.

SECTION 14 — MISCLASSIFICATION PROTECTIONS

14.1  Good Faith Structure

The parties acknowledge that worker misclassification creates legal risk under California Labor Code, the FLSA, and IRS guidance. The provisions of this Agreement are designed in good faith to maintain a lawful independent contractor relationship.

 

14.2  Behavioral Controls

The Company and Participating Companies agree to:

 

• Refrain from dictating specific working hours, except as agreed for time-sensitive Deliverables;
• Refrain from requiring work from a specific location, except where physically inherent to the services;
• Refrain from subjecting Contractor to employee performance reviews or handbook requirements;
• Refrain from providing equipment or supplies unless documented as a loan or rental;
• Permit Contractor to perform services for other parties and engage subcontractors with prior written approval.

 

14.3  Contractor Notification Obligation

Contractor agrees to notify the Company promptly in writing if the manner in which services are directed materially changes such that the AB5 ABC Test may no longer be satisfied, before seeking any administrative or judicial relief.

SECTION 15 — TERMINATION

15.1  Termination by Contractor

Contractor may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ prior written notice. Termination does not affect any Shares already issued and vested under prior Participation Notices.

 

15.2  Termination by Company for Cause

The Company may terminate this Agreement immediately for: (a) material breach uncured after fifteen (15) days’ written notice; (b) conviction of a felony or crime of moral turpitude; (c) material misrepresentation in connection with this Agreement or any Program document; (d) unauthorized disclosure of Confidential Information; or (e) material infringement of third-party intellectual property in any Deliverable.

 

15.3  Termination Without Cause

The Company may terminate this Agreement without cause upon sixty (60) days’ prior written notice. All Shares already issued and vested shall be unaffected. Unvested Shares are governed by the applicable Participation Notice and equity plan.

 

15.4  Survival

The following survive termination: Sections 11 (IP Assignment), 12 (Confidentiality, three years), 13 (Tax Obligations), 16 (Representations), 17 (Dispute Resolution), 18 (Governing Law), 19 (General Provisions), and any obligations expressly stated to survive.

SECTION 16 — REPRESENTATIONS AND WARRANTIES

16.1  Mutual Representations

Each party represents that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement is a valid and binding obligation; and (c) performance does not violate any applicable law or binding agreement with any third party.

 

16.2  Contractor Representations

Contractor additionally represents that:

 

• Contractor will not incorporate third-party intellectual property into any Deliverable without prior written disclosure;
• Contractor will not include malicious code or security vulnerabilities in any Deliverable;
• All statements in any Program application are true, accurate, and complete;
• Contractor understands that the Program is pre-IPO and speculative, and that equity may have no value.
• Contractor acknowledges that no representations or statements outside of this Agreement and any Participation Notice have been relied upon in deciding to participate in the Program.

 

16.3  Company Disclaimer

THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE VALUE, LIQUIDITY, OR FUTURE APPRECIATION OF ANY PARTICIPATION CREDITS OR EQUITY. THE PROGRAM IS PRE-IPO AND SPECULATIVE. CONTRACTOR ACKNOWLEDGES THAT PARTICIPATING COMPANIES MAY FAIL AND THAT EQUITY MAY BECOME WORTHLESS. CONTRACTOR ACCEPTS THIS RISK VOLUNTARILY AND WITHOUT RELIANCE ON ANY REPRESENTATION BY THE COMPANY. CONTRACTOR FURTHER ACKNOWLEDGES THAT PARTICIPATION IS BASED ON THE PROVISION OF SERVICES AND NOT ON ANY EXPECTATION OF PROFITS DERIVED FROM THE EFFORTS OF OTHERS. THE COMPANY MAKES NO REPRESENTATION REGARDING THE AVAILABILITY, UPTIME, OR UNINTERRUPTED OPERATION OF ITS PLATFORM, AND SHALL NOT BE LIABLE FOR ANY LOSS, DELAY, OR DISRUPTION ARISING FROM PLATFORM OUTAGES, SYSTEM FAILURES, OR TECHNICAL ISSUES.

SECTION 17 — DISPUTE RESOLUTION

17.1  Informal Resolution

Before initiating formal proceedings, the parties shall attempt to resolve disputes through good-faith negotiation for thirty (30) days following written notice of a dispute.

 

17.2  Binding Arbitration

Unresolved disputes shall be resolved by final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules. Arbitration shall take place in [CITY, STATE] or by videoconference if agreed. A single arbitrator shall be mutually selected or, failing agreement, appointed by JAMS.

 

⚠  CUSTOMIZATION: Insert arbitration venue city and state above.

 

17.3  Provisional Relief

Either party may seek provisional injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

 

17.4  No Class Proceedings

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN CLASS ACTION LITIGATION OR CLASS-WIDE ARBITRATION. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. If this waiver is unenforceable, the arbitration clause shall be void as to class claims.

 

17.5  Costs

Administrative and arbitrator fees shall be shared equally. Each party bears its own attorneys’ fees except that the arbitrator may award fees to the prevailing party if a claim is found to be brought in bad faith.

SECTION 18 — GOVERNING LAW

This Agreement shall be governed by the laws of the State of [GOVERNING STATE] without regard to conflict-of-law provisions. Notwithstanding the foregoing:

 

• California Mandatory Law: For Contractors domiciled in California or performing the majority of services in California, California Labor Code §§ 2750 et seq. (worker classification), § 2870 (employee invention assignment), and Business and Professions Code § 16600 (non-compete protections) apply as mandatory law regardless of choice of law.
• Securities Law: All equity issuances are governed by the laws of the applicable Participating Company’s state of incorporation and applicable federal securities law.

 

⚠  CUSTOMIZATION: Insert governing state. Note that California mandatory law applies to California-based Contractors regardless of the chosen state.

SECTION 19 — GENERAL PROVISIONS

19.1  Entire Agreement

This Agreement, together with all Exhibits and executed Participation Notices and SOWs, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.

 

19.2  Amendment

This Agreement may not be modified except by written instrument signed by both parties. The Company may update Exhibit A upon thirty (30) days’ prior written notice; continued participation constitutes acceptance.

 

19.3  Assignment

Contractor may not assign this Agreement without the Company’s prior written consent. The Company may assign to a successor entity upon thirty (30) days’ written notice to Contractor.

 

19.4  Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or severed. The remainder of this Agreement continues in full force.

 

19.5  Notices

Notices shall be effective upon delivery by hand, one (1) business day after overnight courier, or upon confirmed receipt by email. Notices to the Company: [COMPANY ADDRESS / EMAIL].

 

19.6  Waiver

No failure to exercise any right constitutes a waiver. A written waiver of a specific breach does not waive subsequent breaches.

 

19.7  Force Majeure

Neither party is in default to the extent performance is prevented by circumstances beyond reasonable control, including acts of God, government action, pandemic, or natural disaster, provided the affected party gives prompt written notice.

 

19.8  Counterparts and Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures have the same legal effect as original ink signatures under the E-SIGN Act (15 U.S.C. § 7001 et seq.).

 

19.9  No Third-Party Beneficiaries

This Agreement does not create third-party beneficiary rights except that each Participating Company is an express third-party beneficiary of Sections 11, 12, and 14 to the extent applicable to services performed for that company.

 

19.10  Construction

This Agreement shall not be construed against either party as drafter. Headings are for convenience only. “Including” means “including without limitation.”

 

19.11  Program Modification

The Company reserves the right to modify, suspend, or discontinue the Program at any time upon reasonable notice to Contractor, provided that such changes do not adversely affect Contractor’s vested rights in Shares already issued, Participation Credits already earned, or terms of any fully executed Statement of Work.

SIGNATURE PAGE

By signing below, each party acknowledges that it has read, understood, and agrees to be bound by all terms and conditions of this Independent Contractor & Omnibus Equity Participation Agreement, including the Omnibus Equity Participation Program terms in Section 5, the no-rollover acknowledgment in Section 6, and the tax obligations in Section 13.

 

COMPANY Black Unicorn Factory, Inc.    Authorized Signature    Printed Name / Title    Date: June 13, 2021

CONTRACTOR    Signature    Printed Name    Email / Contact    Date: June 13, 2021

 

EXHIBIT A — PARTICIPATING COMPANY REGISTRY

This Exhibit lists companies currently approved to issue equity under the Omnibus Equity Participation Program. The Company may add or remove Participating Companies upon thirty (30) days’ prior written notice. Continued participation constitutes acceptance of updates.

 

#	Company Legal Name	State of Incorp.	Industry Sector	Date Added
1	[Company Name]	[DE / CA / WY]	[Sector]	[MM/DD/YYYY]
2	[Company Name]	[DE / CA / WY]	[Sector]	[MM/DD/YYYY]
3	[Company Name]	[DE / CA / WY]	[Sector]	[MM/DD/YYYY]
4	[Company Name]	[DE / CA / WY]	[Sector]	[MM/DD/YYYY]
5	[Company Name]	[DE / CA / WY]	[Sector]	[MM/DD/YYYY]

 

Expand this table for all 150+ Participating Companies. Each addition requires notice to Contractor per Section 19.2.

EXHIBIT B — STATEMENT OF WORK TEMPLATE

Complete one (1) Statement of Work for each accepted service engagement. Attach to Contractor’s file and provide a copy to Contractor at commencement.

 

SOW Number

[SOW-YYYY-XXXX]

 

Contractor Name

[Full Legal Name]

 

Participating Company

[Company Legal Name, State of Incorp.]

 

Participation Notice Reference

[Notice No. / Date Issued]

 

Period of Performance

[Start Date] through [End Date or “Until Completion”]

 

Description of Services

[Detailed description. Confirm these services fall outside Participating Company’s usual course of business — Prong B.]

 

Deliverables

[List specific deliverables, formats, acceptance criteria]

 

Participation Credits / Equity

[Credits to be earned or equity to be issued — reference Award Notice if applicable]

 

Location of Performance

[Contractor’s choice / Remote / Required address if applicable]

 

Confidentiality Level

[Standard (Section 12 applies) / Enhanced (attach separate NDA)]

 

Contractor acknowledges that no Participation Credits, equity, accrued value, or other economic interests from any prior engagement are being transferred in connection with this SOW.

 

Company Signature

__________________________________ Date: __________

 

Contractor Signature

__________________________________ Date: __________

EXHIBIT C — OPT-OUT NOTICE FORM

Use this form to decline a specific Participation Notice. Submit to the Company within seven (7) calendar days of receiving the Participation Notice. Opting out has no adverse effect on Program standing or existing Participation Credits.

 

Contractor Name

[Full Legal Name]

 

Participation Notice Reference

[Notice No. / Date Received]

 

Participating Company Being Declined

[Company Name]

 

Date of Opt-Out

[MM/DD/YYYY]

 

Reason (Optional)

[Not required — for administrative records only]

 

Contractor confirms:

 

• I am voluntarily declining the opportunity described in the Participation Notice referenced above;
• This opt-out applies only to this specific opportunity and does not affect continued Program participation;
• This opt-out does not affect any Participation Credits already earned or Shares already issued;
• I am not being penalized or pressured to accept this opportunity.

 

  

Contractor Signature

 

  

Printed Name

 

  

Date

EXHIBIT D — LEGAL COUNSEL ACKNOWLEDGMENT

Contractor is encouraged — but not required — to consult with independent legal and tax counsel before executing this Agreement. By signing below, Contractor acknowledges one of the following:

 

☐	I have had the opportunity to consult with legal and tax counsel and have done so prior to signing.
☐	I have had the opportunity to consult with legal and tax counsel and have voluntarily chosen not to do so.

 

By signing, Contractor acknowledges having read this Agreement in full, understanding that: (1) Participation Credits have no cash value; (2) no equity is guaranteed; (3) this Program is not a retirement or tax-deferred vehicle; (4) the Company is not a broker-dealer or investment advisor; and (5) Contractor is solely responsible for all tax obligations.

 

  

Contractor Signature

 

  

Printed Name

 

 

Date: June 13, 2021

 

 

Private Placement Memorandum

BLACK UNICORN FACTORY, INC.

Dated: December 1, 2024

1. Executive Summary

Black Unicorn Factory, Inc. (“BUF” or the “Company”), is a cutting-edge pre-IPO accelerator dedicated to transforming startups into billion-dollar enterprises. This Private Placement Memorandum (PPM) is being issued under Rule 701 of the Securities Act of 1933 to outline the terms of participation for task-based equity earners. This offering provides participants with an opportunity to earn equity in BUF by completing specified tasks that contribute to the growth and development of the company.

This document outlines:
– The terms of this equity offering.
– Specific tasks required to earn equity.
– Risk factors.
– Current audited financials for the years ending December 31, 2022, and December 31, 2023.

Participants must review this PPM carefully before agreeing to participate.

2. Offering Terms

– Type of Offering: Private offering under Rule 701 for task-based investors.
– Securities Offered: Common stock of Black Unicorn Factory, Inc.
– Price per Share: $154.00 per share.
– Number of Shares Offered: Up to 1,022,100 shares allocated for task-based equity earners.
– Valuation: Based on a fair market valuation of the Company’s assets totaling $520 million, with a 20x multiplier for total valuation.

Eligibility Requirements

Participants must:
1. Download the Follow Me for Equity App.
2. Complete specific tasks as outlined in this PPM.
3. Digitally sign an acknowledgment of this disclosure.

3. Tasks for Equity Earners

To earn 100 shares valued at $154.00 each, participants must complete the following tasks:

1. App Download:
– Install and register for the Follow Me for Equity App.

2. Social Media Engagement:
– Follow the Company’s official social media accounts.
– Share at least three Company posts across personal social media channels.

3. Referral Program:
– Refer at least five new participants who successfully download and register for the app.

4. Survey Participation:
– Complete a detailed feedback survey about the app and its features.

5. Promotional Task:
– Create one original post promoting the app and share it publicly on at least one major platform (Facebook, Instagram, LinkedIn, or Twitter).

Participants who complete all tasks will receive 100 shares of BUF common stock, credited to their account within 30 days.

4. Risk Factors

1. Company-Specific Risks:
   – Early-Stage Business: BUF is in a growth phase and may face challenges in scaling operations or generating revenue.
   – Illiquidity: Shares issued under this offering are not freely tradable and may have limited liquidity until a public offering occurs.B. Task-Based Equity Risks:
   – Equity earners may incur tax obligations based on the value of shares received.
   – Performance of tasks does not guarantee future dividends or monetary returns.C. Regulatory Risks:
   – The offering complies with Rule 701 but remains subject to regulatory scrutiny. Any changes in securities laws may impact the offering.

7. Financial Information

The audited financial statements for the years ending December 31, 2022, and December 31, 2023, are attached as Appendix A. Key highlights include:

– Total Revenue:
– 2022: $420,243,330
– 2023: $20,100,655

– Net Income:
– 2022: $12,355
– 2023: $2,500,000

– Total Assets:
– 2022: $421,994,073
– 2023: $511,789,198

For detailed financial statements, please refer to the attached document: BUF Audited 2022 and 2023 Financials.

Appendices

Appendix A: Audited Financial Statements
Appendix B: Task Completion Tracking