Follow Me For Equity Compensation Agreement
- Preamble
1.1 This Independent Contractor Agreement (“Agreement”) is made and entered into as of [Insert Date] by and between Black Unicorn Factory (“Company”), and the undersigned (“Contractor”).
1.2 This agreement outlines the terms and conditions for equity compensation for gig workers, who are independent contractors responsible for their own taxes and other related obligations.
- Engagement of Services
2.1 Gig workers are required to complete a minimum of one online task per day, known as a micro task, for five days a week until all tasks are completed. Workers have the option to complete more tasks in one day than required.
2.2 Contractor agrees to perform various tasks as assigned via the Company’s web application, followmeforequity.com. Tasks can include clicking on an ad, video, or song. If a worker watches or views a video multiple times, they will complete more clicks towards their ownership of the stock.
2.3 These tasks are designed to support the Company’s digital engagement and market research efforts. Specific instructions and completion standards for each task will be provided upon assignment.
2.4 Participation in tasks is voluntary, with Contractors free to accept or decline any specific task without penalty. For instance, if there are 100 tasks to complete, workers can choose to complete them all in one day or over a one-year period. However, full ownership of the stock will only be granted upon completion of all 100 tasks. Each task completed represents one dollar, and a task is defined as a click.
2.5 Once all the tasks or clicks required for ownership of the stock are completed, the stock certificate is released into an established account for the gig worker.
- Status of Contractor
3.1 Contractor is an independent contractor and not an employee of the Company. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Company and either the Contractor or any employee or agent of the Contractor.
3.2 Contractor acknowledges and understands that they will not be eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the Company.
3.3 Contractor shall be responsible for all taxes incurred while performing services under this Agreement. The Company will not withhold taxes from payments to the Contractor.
- Compensation
4.1 Contractor will earn equity in the Company as compensation for the completion of Tasks. This equity will be awarded according to the completion of Tasks that meet the Company’s specifications.
4.2 Each Task is assigned a specific equity value, which is quantified in terms of “clicks”. One click is equivalent to one dollar in stock value. More complex or time-consuming tasks may be valued at multiple clicks, reflecting their higher worth.
4.3 The specific details regarding the number of clicks per task and the corresponding equity awarded are provided in Schedule A, attached hereto. This schedule will be updated periodically to reflect any changes in task valuation or to introduce new tasks.
4.4 Equity will be credited to the Contractor’s account upon the satisfactory completion of Tasks, as determined by the Company. The timing and process for converting accrued clicks into actual equity shares are described in the attached Schedule A.
- Confidentiality
5.1 Contractor agrees to maintain the confidentiality of all proprietary information and trade secrets obtained from the Company and not to disclose them to any third party during or after the term of this Agreement.
5.2 This confidentiality obligation remains in effect indefinitely beyond the termination of the Agreement, until such information becomes publicly known through no fault of the Contractor.
- Contractor’s Representations
6.1 The Contractor warrants that all Tasks will be performed professionally and in accordance with industry standards.
6.2 By completing a Task and clicking the “I Agree” button on followmeforequity.com, the Contractor agrees that it constitutes a binding acceptance of the task terms and conditions of this Agreement.
- Limitation of Liability
7.1 The Company shall not be held liable for any indirect, special, or consequential damages arising from or related to the performance of this Agreement. This limitation includes but is not limited to lost profits, lost business opportunities, or losses resulting from business interruption.
7.2 This limitation applies regardless of the cause of action or the basis of the claim, whether in contract, tort (including negligence), or any other legal theory, even if the Company has been advised of the possibility of such damages.
- Termination
8.1 Either party may terminate this Agreement at any time by providing [number] days written notice to the other party. The number of days should be sufficient to allow both parties to reasonably manage the transition or cessation of the contracted activities.
8.2 Upon termination, the Contractor must cease all work immediately, unless otherwise directed by the Company in writing. The Contractor will also return all materials, equipment, and confidential information belonging to the Company.
8.3 Upon termination, the Company will calculate and provide final payment for any Tasks completed up to the termination date, subject to the terms set forth in this Agreement.
- General Provisions
9.1 This Agreement shall be governed in accordance with the laws of the State of [Insert State], excluding its conflict of law principles.
9.2 This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral.
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
