Independent Contractor & Equity Compensation Agreement
This Independent Contractor & Equity Compensation Agreement (the “Agreement”) is entered into as of the date indicated by the digital log noting acceptance of the terms of agreement by and between Black Unicorn Factory, a corporation organized and existing under the laws of California (the “Company” and/or “BUF”), and the individual that has agreed to be so engaged using the Company’s platform “Follow Me For Equity”, and shall be considered an independent contractor (the “Contractor”). The Company and the Contractor may collectively be referred to as the “Parties” or individually as a “Party.”
RECITALS
WHEREAS, it the Company desires to make available equity as compensation for services that Contractor would provide to businesses that avail themselves of Company’s Accelerator Pre-IPO mentoring program; and,
WHEREAS, Contractor has the capability and legal status to participate as a Gig Worker, as defined herein and statutorily understood, and is willing to be compensated by the equity compensation offered herein;
NOW, THEREFORE, in consideration of the premises and promises, warranties and representations herein contained, it is agreed as follows:
TERMS AND CONDITIONS
Incorporation of Recitals. The Recitals set forth above are a material part of this Agreement and are incorporated by reference as if fully set forth herein.
- Definitions
1.1 “Gig Work” is considered work where an individual uses a digital ‘platform’ provided by a company, accessed via an app or a website, to find and perform short-term jobs. A “Gig Worker” is one who performs the Gig Work.
1.2 “Independent Contractor” means a person, such as a Gig Worker, who performs services for another party under specific conditions, and is not considered an employee of that party and where the independent contractor retains the right to control when and where to work, and how to complete the task.
1.3 “Shares
- Independent Contractor Status
2.1 The Parties agree that the Contractor is an independent contractor and not an employee, agent, partner, or joint-venturer of the Company pursuant to federal law and legally defined in each state where the Gig Worker is located.
2.2 The Contractor shall be solely responsible for determining the time, manner and method of performing the services specified herein, subject to the standards and requirements set forth in this Agreement and consistent with the understanding on behalf of the client for whom services are being performed.
2.3 The Contractor acknowledges that they are not entitled to any employee benefits, including but not limited to health insurance, paid vacation, sick leave, or unemployment insurance or any other perk, benefit or incident of employee status as permitted by law.
- Scope of Services
3.1 The Contractor agrees to complete a minimum of one online task per day (a “Micro Task(s)”) for five (5) days per week until all assigned tasks are completed. The Contractor may, at their discretion, complete more tasks in a single day than required.
3.2 Micro Task(s) will be further defined and assigned vis-a-vis the Company’s web application, followmeforequity.com. Such tasks may include, but are not limited to, clicking on advertisements, videos, or songs. Repeated views or clicks on a video or other content will count toward task completion.
3.3 The Contractor’s performance of tasks will support, among other things, the Company’s digital engagement market research initiatives. Specific instructions and standards for task completion will be provided by the Company at the time of assignment of Micro Task(s).
3.4 Participation in tasks is voluntary, and the Contractor is free to accept or decline specific tasks without penalty. Contractors may complete all assigned tasks (e.g., 100 Micro Task(s)) in one day or over an extended period up to one year. Every earned equity share will be recorded in the Company’s Shareholder Ledger and statements will be provided biannually. If Gig Worker wishes to continue engagement with the Company, a new Agreement needs to be entered into.
3.5 After the initial acceptance of Agreement, additional ownership of stock of the Company is contingent upon the Contractor’s completion of assigned Micro Task(s). Each completed Micro Task represents one dollar ($1.00 USD) of value, and a Micro Task is defined as a “click” as commonly defined for online interaction. Once all Micro Task(s) are completed or the 1-year Term has passed, the stock certificate will be released to the Contractor in the manner designated by Contractor, including name the Holder of the Certificate and any account or address the Certificate is to be sent.
- Compensation
4.1 Compensation shall be shares of equity in the Company earned in performance of Micro Task(s). The granting and issuance of equity are conditioned upon completion of the Mirco Task(s) with the first share earned by “clicking” acceptance of this Agreement in the web app. Services are defined as 100 tasks per Term of the Agreement, defined below, with the first “click” of acceptance being one task completed; the balance of Mirco Task(s) to be completed in the Term would be 99 remaining before completion of Services under this Agreement.
4.2 The Contractor’s term of engagement, defined as the completion of 100 Micro Task(a) or one (1) year, whichever occurs soonest (the “Term”), is conditioned after acceptance upon when the Company announces the program has commenced, enabling the Contractor to access the platform where the tasks are to be performed for their specific assignment of Micro Tasks.
4.3 Granting of equity occurs upon completion of each Micro Task during the Term up to 100 Micro Task(s). Issuance of earned equity will be done on a biannual basis vis-à-vis Company resolutions of its Board of Directors.
- Representations and Warranties. For purposes of this Agreement, the Consultant represents and warrants as follows:
(a) The Consultant has the authority and full legal rights under the laws of the United States of America (the “US”) and Consultant’s state where they are engaged in the performance of the Micro Task(s); While the Company does not require documentation to engage Consultant, in order to be able to issue the securities, Consultant shall be required to submit identifying and validating information, which may include, but is not limited to, Documents that prove identity and authorization to work.
(b) The Consultant further represent and warrants they are not ineligible to work in the US, either within or without the actual boundaries of the U.S. or its territories, by virtue of actions that have been determined to be adversarial to US security interests or have placed Consultant on ineligibility lists, including for corrupt practices, unregistered foreign agent activities, FCPA, FARA, FATF or similar statutes and regulations that make an individual or entity ineligible to work in the US.
(c) The Consultant is aware that the Restricted Shares are not transferable under this Agreement and applicable securities laws unless such shares are registered under the Securities Act of 1933, as amended (the “Act”) or pursuant to an available exemption under Rule 144 or other rule or regulation promulgated by the Securities and Exchange Commission (the “SEC”) under the Act;
- Term and Termination
6.1 This Agreement shall commence on the date set forth above and shall continue until the completion of 100 Micro Task(a) or one (1) year, whichever occurs soonest (the “Term”), or unless terminated earlier by either Party in accordance with the terms of this Agreement.
6.2 Either Party may terminate this Agreement at any time, with or without cause, upon written notice to the other Party.
6.3 Upon termination, any uncompleted Micro Task(s) shall not contribute toward stock ownership.
- Confidentiality; Non Disparagement
7.1 The Contractor agrees to maintain the confidentiality of any proprietary or confidential information provided by the Company in connection with the performance of Micro Task(s).
7.2 This confidentiality obligation shall survive the termination of this Agreement.
7.3 No Disparagement. Consistent with California law, Consultant shall refrain from making false, negative and/or malicious statements about the Company that cause financial harm during the Term of the Agreement and after termination of the Agreement; the Company will refrain from making any false, negative and/or malicious statements about the Consultant regarding their performance under this Agreement.
- Compliance with Laws
8.1 The Contractor agrees to comply with all applicable federal, state, and local laws and regulations in connection with the performance of their services under this Agreement.
- No Assignment
9.1 The Contractor may not assign or delegate any rights or obligations under this Agreement without the prior written consent of the Company.
- Miscellaneous
10.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, or representations.
10.2 Amendments. Any amendments to this Agreement, once commenced by Company, must be in writing and signed by both Parties.
10.3 Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any conflict of law principles. Any dispute arising under or related to this Agreement or the construction or application of this Agreement, any claim arising out of this Agreement or its breach, shall be submitted to arbitration in Los Angeles County, California, before one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, or similar arbitration and mediation service upon the written request of one Party after service of that request on the other Party. The cost of arbitration shall be borne by the losing Party. The arbitrator is also authorized to award reasonable attorney’s fees to the prevailing Party.
10.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.5 Notices. Any notices required under this Agreement shall be in writing and delivered to the Parties at their respective addresses as created by Contractor entering into this Agreement, including email address, or as set forth below or as otherwise provided in writing. The Company address and contact information is as set forth on the web site.
10.6 Independent Legal Advice. Consultant acknowledges and agrees that they have sought or have been given the opportunity to seek independent legal advice prior to executing the Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written below.
CONSULTANT
Dated: ____________________
By: _______________________________
(Signature)
_______________________________
(Print Name, Title (if applicable)
_______________________________
(Email Address)
COMPANY
Dated: ____________________
By: _______________________________
Johnny Lee Stewart, CEO
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
- 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
