The Angel Business Club Rules

These Rules of association together with Appendices A and B (hereinafter "rules") apply to the unincorporated association which operates under the name of The Angel Business Club (hereinafter "Association" and/or “the Club”).

These Rules shall be binding on Members of the Association and shall be enforceable in the courts of Gibraltar.

  1. DEFINITIONS
    • “Active Member” or “Premium Member” means a paying Member of the Club
    •  “Associated Services” means investment dealing services.
    • "Association" means The Angel Business Club.
    • “Club Services” means the services provided by the Club from time to time, including, without limitation member events, investor education, access to Participation Companies and the ability for appropriately qualified Members to participate directly in funding rounds by Participation Companies in a fully regulated environment through Angel Corporate Finance Ltd.
    • "Club Strike Price” means the price of the Share Entitlement at the time of allocation by the Club to the Member, which shall be the Club or an independent or the Company’s valuation of the entitlement in the relevant issuing Participating Company for the underlying free Participation Share.
    • “Committee” means such committee being created under these Rules.
    • "Custodian" means Novum Securities Limited and Pershing Securities Limited for the provision of dealing, clearing and settlement of securities, safe custody and associated services, or any other Custodian that the Club may appoint from time to time.
    • “Clearing” means the process of settling transactions and necessary for the matching of all buy and sell orders in the market.
    • “Inactive Member” means a non-paying Member of the Club.
    • “Introductory Services” means a referral of new paying Members to the Club.
    • “Investment Dealing” means execution of any transactions on behalf of the Club and subject to applicable Regulators rules and the rules of any relevant investment exchange or multilateral or other trading facility.           
    • “Member" means a member of the Club, having in the past or at present, attained membership in accordance with these Rules.
    • “Membership” means a paid account with the Club.
    • “Nominee” means Angel Business Club Nominees Limited and Pershing Nominees Limited for the provision of nominee services, or any other Nominee that the Club may appoint from time to time.
    • "Notice Date" means the date on which the Member gave notice to the Club that he wished to terminate his membership or stops paying his membership fees and/or requests for the Equity Entitlements to be transferred out, as set out in the Appendix A.
    • “Ordinary Resolution” means more than 50% of those Members attending a General Meeting voting in favour of a resolution proposed by the Treasurer, the Committee or a group of Members who called the meeting.
    • “Participation Companies” means a quoted or unquoted company in which the Club’s appointed Nominee(s) or Custodian(s), is the legal owner of share instruments issued to it in the furtherance of the Club’s business model, on behalf of Members.
    • "Participation Shares" the underlying securities relating to the Member's Share Entitlements deposited with the appointed Nominee(s) or Custodian(s), details of which are readily available in the Member’s account with the Club.
    • “Privacy Policy” means the privacy policy of the Club available at https://abc.angelequitygroup.com/article/abc-privacy-and-cookie-policy and effective from May 25, 2018.
    • "Register of Members' Share Entitlements" the register kept by the Club recording the Club's Members' contractual  entitlements  to  Participation  Shares held by the Nominee(s) or Custodian(s) on behalf of the Club.
    • “Rules” means these rules of association.
    • “Safe Custody” means the holding of stocks on behalf of customers by a financial institution.
    • “Settlement of Securities” means a business process whereby securities or interests in securities are delivered, usually against (in simultaneous exchange forpayment of money, to fulfil contractual obligations, such as those arising under securities trades.
    • “Share Allocations” means a discretionary monthly free allocation of Share Entitlements, determined by type of membership and made by the Club Treasurer to Members.
    • "Share Entitlements" the rights held by the Member to require the Participation Shares to be transferred to him in the event of leaving the Club, and as recorded in the Register of Members' Share Entitlements, details of which are readily available in the Member’s account with the Club.
    • “Treasurer” means Angel Business Services Limited
    • “Website” means the Website of the Club at www.abc.angelequitygroup.com or such other URL as specified from time to time.
  2. PURPOSE
    1. The Club is established for the following purpose ("the Purpose"):

      To pool the expertise of Members to exchange knowledge on specific business matters to affect business growth in the Club’s carefully curated businesses. The Club provides a forum for its Members to discuss, exchange and negotiate market ideas pertaining to the business of quoted and unquoted entities. The Club provides an advertising space for its Members in connection with consultancy services rendered by certain service providers to quoted or unquoted entities. The Club is not carrying out any investment or asset management activities on behalf of its Members but it may hold participations in quoted or unquoted entities. Such participations shall in general be transferred to the Club in the form of remuneration as consideration for (i) investments as principal and/or (ii) services rendered to such quoted and unquoted entities by service providers engaged by the Club.

      The Club also provides the following associated services: a private peer to peer market for its Members to trade their Share Entitlements, regular business insights, seminars, business and investment education, Club events and, notably, access to qualified and appropriately regulated investment opportunities Members would otherwise be unlikely to access through the Club’s regulated investment platform AngelEQT.

      The Club provides a community platform for Participation Companies and Members to interact, believing such activity encourages and creates opportunity for accelerated growth for those Participation Companies.

      The Club provides active management of selected Participation Companies with the purpose to minimise risk and drive growth.

    2. The Club may do all things that help it to achieve or further the Purpose, in accordance with these Rules.
    3. The Club may only do things for the Purpose.
    4. The Club may only use any assets and income of the Club for the Purpose.
    5. The Club may from time to time distribute assets in the form of listed or unlisted securities to its Members on a discretionary and gratuitous basis.
    6. For the sake of clarity, the Club is permitted to do the following:
      1. pay a Member an amount less than or equal to a fair market rate, for goods or services that the Member provides to the Club in accordance with the Purpose; or
      2. provide a benefit to the Member, including a financial benefit in the form of commission for services, if that benefit is in accordance with the Purpose or is necessary in order to further the Purpose.
  3. MEMBERSHIP
    1. Any person ("the Applicant") may apply to become a Member of the Club by registering on the Website. A Member of the Club shall have a single account membership only. Multiple accounts per Member shall not be allowed.
    2. To become an Active Member and be entitled to receive free Share Entitlements, an Applicant must (among other things):
      1. provide all supporting documents such as KYC (Know Your Customer) i.e. Passport and Utility Bill, or any other document as it may be deemed appropriate for identification purposes and according to Anti-Money Laundering Legislations;
      2. agree to be bound by the Nominee Agreement whereby the appointed Nominee(s) and/or Custodian(s) shall hold the assets in Participation Companies on behalf of the Club and its Members;
      3. agree to be bound by these Rules and any supplementary rules appearing on the Website, as notified to Members, and as amended from time to time; and
      4. accept to become a client of Angel Corporate Finance Limited, the Club’s regulated partner who provides corporate finance services to the Club and its self-certified Members, on a non-advisory basis.
      5. In the event that an Applicant's application is rejected, the Club does not need to provide reasons to the Applicant.
  4. FEES
    1. The Club may charge such fees in relation to membership of the Club as the Club determines from time to time ("Fees”).
    2. Members must pay Fees on a monthly basis, or at such other times and in such manner as specified from time to time, at the levels set by the Treasurer from time to time.
  5. DOWNGRADING, SUSPENSION OR TERMINATION OF MEMBERSHIP
    1. A person's membership may be downgraded to inactive membership if that person fails to pay Fees when they fall due.
    2. A person's membership may be terminated if:
      1. in the opinion of the Treasurer, the Member ceases to qualify for membership based on the Rules;
      2. the Member is in breach of the Rules, or the Code of Conduct or any Bye Laws of the Association;
      3. the Treasurer has a reasonable suspicion of the Member’s involvement in illegal activities, which the Member’s account with the Club may be suspended until the conclusion of the investigations.
    3. In the case of Termination, the provisions of Appendix A shall apply.
    4. The Treasurer shall not be obliged to give reasons for such termination.
    5. A person stops being a Member altogether if that person:
      1. provides to the Treasurer, through the Club’s support function, a written notice of termination in the form appearing at and in accordance with Appendix A; or
      2. has his membership terminated in accordance with clause 5.2 above; or
    6. If a person has had his membership suspended, that person cannot exercise any member's rights (such as voting at meetings), unless and until the period of suspension ends.
    7. If a person has stopped being an Active Member at his own discretion, then that person can reactivate his payable membership before being able to exercise any member's rights. The provisions of Appendix A shall apply.
    8. If a person has stopped being a Member by the Treasurer’s decision for any of the reasons listed in clause 5.2 above, then in order to rejoin that person must reapply for membership in the ordinary manner, and must have that application accepted, before being able to exercise any member's rights.
    9. In the event that a person resigns as a Member, that person is not entitled to any reimbursement of any Fees (or any part of any Fees) that have been paid and the terms and conditions appearing in Appendix A shall apply.
  6. REGISTER OF MEMBERS
    1. The Club will maintain a register of Members ("the Register”).
    2. A person will become a Member when that person's name is entered in the Register, regardless being an Active or Inactive Member.
    3. The following details for each Member ("Details") will be recorded in the Register:
      1. full name;
      2. postal address;
      3. date of birth;
      4. date of registration in the Website;
      5. phone number;
      6. email address;
      7. payment details (if applicable);
      8. copy of KYC documents submitted.
    4. If a person stops being a Member, the Club will enter in the Register the date that the person stopped being a Member, as soon as possible after the person stops being a Member.
    5. The Register will not be made public, however access shall be required for certain persons in accordance with the Club’s Privacy Policy. If a Member requests that access to (some or all of) his Details to be restricted, the Club and the Treasurer may, in accordance with the Privacy Policy, restrict access to such details.
    6. In the event of Termination, the Club reserves the right to keep the Details of a closed account that the Club deems necessary to comply with its legal or regulatory obligations, resolve disputes and enforce agreements.
      1. If, after the Termination, a Member wishes to know which Details the Club maintains, then the Member may proceed with a formal request to have access to the Details in accordance with his rights set out in the Privacy Policy.
  7. ACCESS TO DOCUMENTS
    1. Members may request access to or copies of the following documents ("the Documents")
      1. the Rules;
      2. any Bye Laws, Terms of Service and Codes of Conduct or other rules set by the Treasurer;
      3. minutes of general meetings of the Club.
    2. For the sake of clarity, the Club is not required to provide Members with access to or copies of the Treasurer meeting minutes, unless the Treasurer explicitly allows it.
    3. The Club must provide its Members with access to or copies of the Documents, unless:
      1. the request that the Member has made for the access to or copies of the Documents is unreasonable; or
      2. the Documents contain information which is confidential, or which relates to another person's personal, legal, medical, health, employment, or financial matters or any other personal data as defined under data protection law; or
      3. providing access to or copies of the Documents may cause a breach of a law; or
      4. providing access to or copies of the Documents could cause harm or damage to the Club, the Treasurer and/or any other connected party.
    4. In the event that the Club refuses for a reason described under the preceding sub-clause hereof to provide a Member with access to or copies of any Documents, but the Club may be able to provide limited access or limited copies without causing one of the issues in the preceding sub-clause hereof, then the Club will provide such limited access or limited copies to the Member.
    5. Any documents or copies that the Club is providing to a Member under this clause will be provided within a reasonable time but no later than 4 (four) weeks.
    6. The Club may charge reasonable fees for producing copies of any documents in accordance with this clause. The fees shall not exceed €30 per request.
  8. THE TREASURER AND THE COMMITTEE
    1. The Club will have a Treasurer which will itself have a board of directors of at least three persons to form a single Committee. From time to time the Club may appoint further Members to form a Committee by Special Resolution at a General Meeting, as described in clause 10 below.
    2. The Treasurer has the following role:
      1. governing the Club
      2. managing the day-to-day operation of the Club
      3. ensuring that the Club is managed responsibly
      4. ensuring that the Club operates in pursuit of its Purpose
    3. The Treasurer will have all of the specific powers and functions that the Club has except for those powers or functions which are reserved to be exercised by Members.
    4. The Treasurer may delegate its powers or functions to staff members, advisers and Members of the Club, at its own discretion and as permitted by law.
    5. The Treasurer has the power to appoint and remove Members from various positions, and may determine the roles and responsibilities of any Committee Member.
  9. TREASURER DUTIES
    1. In addition to any other duties and responsibilities provided by law or elsewhere in these Rules, the Treasurer has the following duties:
      1. ensuring that accurate minutes are kept in relation to general meetings and all other meetings; and
      2. ensuring that other records are kept in accordance with these Rules.
    2. The Treasurer, and any Committee Members, as may be appointed from time to time, must:
      1. act with reasonable care and diligence;
      2. act honestly and fairly in the best interests of the Club and for its purpose;
      3. not misuse their position or information they gain as Treasurer and/or Committee Member;
      4. disclose conflicts of interest;
      5. ensure that the financial affairs of the Club are managed responsibly; and
      6. not allow the Club to operate while it is insolvent.
  10. GENERAL MEETINGS OF MEMBERS
    1. The Treasurer may call a general meeting of Members ("General Meeting").
    2. If a group of Members which makes up at least 75% (seventy five per cent) of the total Members entitled to vote at General Meetings asks the Committee to call a General Meeting, then the Committee must call a General Meeting.
    3. For the sake of clarity, Active Members only shall be entitled to call and/or vote at General Meetings.
    4. Any Members requesting a General Meeting under the preceding sub-clause hereof must, at the time of the request for the General Meeting, provide details of any resolution that is to be proposed at the General Meeting.
    5. In the event that a group of Members requests a General Meeting under the preceding sub-clauses hereof, but the Committee does not call a General Meeting within 2 (two) months of having received that request:
      1. 50% (fifty per cent) or more of the group of Members who initially requested the General Meeting, being the group of at least 75% (seventy five per cent) of the total Members entitled to vote at General Meetings, may call a General Meeting; and
      2. the General Meeting must be held within 3 (three) months of the initial request for a General Meeting; and
      3. the General Meeting should, as much as possible, be held in accordance with the procedures set out in these Rules; and
      4. Members shall be entitled to claim, from the Club, any reasonable expenses that Members respectively incur as a result of calling and/or organising the General Meeting.
    6. Members (and any auditor that has been appointed to the Club) must be given at least 21 (twenty one) days' notice of any General Meeting.
    7. The notice of any General Meeting must be provided in writing, and sent to the Member using the contact details that are recorded in the Register.
    8. The notice of any General Meeting must include the details of the General Meeting, any resolutions to be proposed at the General Meeting, any issues that are proposed to be discussed at the General Meeting, and whether any technological systems may be used to enable Members to attend the General Meeting from a different location.
    9. Members can propose resolutions to be voted on at a General Meeting in the following manner:
      1. a group of at least 75% (seventy five per cent) of Members who are entitled to vote at a General Meeting may write to the Committee to propose the resolution;
      2. provided that the Committee is able to meet the requirements regarding notifying Members of proposed resolutions prior to the General Meeting, then the Committee will notify Members of the proposed resolution; and
      3. the proposed resolution will be proposed at the next General Meeting, held no later than two months after the date Members first propose the resolution.
    10. Members may propose resolutions in any other way permitted by law or by these Rules.
    11. The Treasurer will chair General Meetings and is responsible for the conduct of the General Meeting.
    12. The Treasurer must give Members a reasonable opportunity to make comments and ask questions, including to any auditor that may have been appointed to the Club.
    13. Each Member in attendance at a General Meeting (whether in person, or by some other means) has one vote.
    14. Votes at a General Meeting may be taken in the following manner:
      1. by a show of hands; or
      2. by a written ballot; or
      3. by any other method that the chair determines to be reasonable in the circumstances.
    15. If a vote is held initially by a show of hands, any Member can request that the vote be held again by written ballot.
    16. A vote only passes if a majority of Members voting on it, vote in favour of it. The chair does not have a deciding vote.
    17. In the event that a vote is held by a show of hands, the chair will be responsible for counting the show of hands, and the chair's decision as to the result of that show of hands is conclusive evidence of the result of the vote.
  11. QUORUM FOR GENERAL MEETINGS

    A quorum for General Meetings is 50% (fifty per cent) of Members entitled to vote at a General Meeting. If 50% (fifty per cent) or more of Members entitled to vote at a General Meeting are present at a particular General Meeting, the General Meeting is validly held.

  12. ADJOURNING GENERAL MEETINGS
    1. If a quorum is not present within 30 (thirty) minutes after the General Meeting was scheduled to start, the chair of that General Meeting may adjourn the General Meeting.
    2. If the chair of a General Meeting determines that there is not enough time at the General Meeting to consider all of the business that needs to be considered at that General Meeting, then the chair may adjourn the General Meeting.
    3. The chair of a General Meeting must adjourn the General Meeting if the majority of Members who are entitled to vote at the General Meeting (and who are in attendance at the General Meeting) tell the chair to do so.
    4. In the event that a General Meeting is adjourned, no new business may be dealt with at the resumed meeting ("the New Meeting"). Only unfinished business from the adjourned meeting ("the Adjourned Meeting") may be addressed.
    5. In the event that a General Meeting is adjourned, a notice of the New Meeting must be provided to all Members who are entitled to vote at the General Meeting using the contact details that are recorded in the Register.
    6. In the event that the New Meeting is scheduled for a date that is less than 21 (twenty one) days from the date of the Adjourned Meeting, then a notice of the New Meeting does not need to comply with the 21 (twenty one) day notice requirements (but still needs to be provided to Members who are entitled to vote at the General Meeting).
  13. SPECIAL RESOLUTION
    1. A special resolution of the Club ("the Special Resolution") is passed if:
      1. at least 21 (twenty one) days' notice of the Meeting at which the Special Resolution will be proposed has been given to Members who are entitled to vote at the General Meeting; and
      2. at least 75% (seventy five per cent) of Members who are entitled to vote at the General Meeting (and are in attendance at the Meeting), vote in favour of the Special Resolution.
  14. USE OF FUNDS
    1. The Club may receive funding from any of the following sources:
      1. application fees or joining fees;
      2. monthly and/or annual membership fees;
      3. other fees introduced by the Club to grant access to specific services;
      4. grants;
      5. loans;
      6. interest;
      7. any other lawful source which is approved by the Treasurer and which is consistent with furthering the Club's Purpose.
    2. The Treasurer must set up policies and procedures in relation to the management and holding of funds or assets on behalf of the Club, provided that such funds or assets have no correlation to any Member’s direct investments in Participation Companies. The Treasurer may maintain cash accounts on behalf of Members but for the avoidance of doubt these are not required to be segregated.
    3. The funds or assets shall be used in the manner as directed by the Treasurer from time to time to further the Purpose.
    4. The Treasurer must determine who is responsible for overseeing the use of funds or assets that are held on behalf of the Club or its Members.
    5. In the event that the Club deals with one or more assets that are held in a trust, then the Club must satisfy any obligations that apply to those trust assets.
  15. RECORD KEEPING
    1. The Club must maintain written records ("the Records") that:
      1. correctly record its operations; and
      2. correctly record and explain its financial situation; and
      3. enable true and fair financial statements to be prepared and audited.
    2. The Club must produce the Records if and when required by law.
    3. The Club must retain the Records for at least 7 (seven) years or such time as required by law as may apply from time to time.
  16. AMENDMENTS TO RULES AND CREATION OF BYE LAWS
    1. Subject to the other provisions of these Rules, and subject to any applicable laws, these Rules may be amended by the Treasurer in its discretion, or by Members who are entitled to vote passing an Ordinary Resolution at a General Meeting in support of the proposed amendment.
    2. Notwithstanding the preceding sub-clause hereof, the Treasurer may agree and propose amongst itself bye laws to be followed by the Club’s Members, provided that such Bye Laws do not conflict with these Rules, and in the event of any conflict these Rules shall prevail.
  17. FINANCIAL YEAR

    The Club's financial year will run from 1 January until 31 December, unless the Treasurer passes a resolution to change the financial year.

  18. INDEMNITY
    1. To the maximum extent permitted by law, the Club hereby indemnifies Members for any expenses, debts or liabilities that the Member incurs on behalf of the Club, provided that the Member was authorised by the Club to incur those expenses, debts or liabilities, and the Member was acting in good faith and in the best interests of the Club when the Member incurred the expenses, debts or liabilities.
    2. In the event that the indemnity described in this clause ("the Indemnity") applies to a Member, the Member shall be entitled to be reimbursed out of the assets or income of the Club.
    3. The Indemnity only applies if the Member is not entitled to be indemnified by any other party, and is not actually indemnified by any other party.
    4. The Indemnity is a continuing obligation and is enforceable by a person even if the person has stopped being a Member of the Club.
  19. DISPUTE RESOLUTION
    1. In the event that there is a dispute between one or more Members and/or Committee Members ("the Parties"):
      1. the Parties must first attempt, in good faith, to resolve the dispute between themselves;
      2. if, 14 (fourteen) days after the dispute first arose between the Parties, the Parties have been unable to resolve the dispute, then the Parties must notify the Treasurer about the dispute; and
      3. the Treasurer will determine how the dispute may be resolved.
    2. The Treasurer may, from time to time, implement an additional or different policy or policies regarding dispute resolution.
    3. Any dispute resolution policy must require the Parties to the dispute to first seek to resolve the matter directly between themselves.
    4. Any dispute resolution policy must allow each Party to the dispute a reasonable opportunity to present their respective arguments.
    5. In the event that a dispute cannot be resolved the Treasurer may appoint a person who is independent to the dispute ("the Independent Person"), to resolve the dispute. This Independent Person may be a Member (provided that Member is independent to the dispute), but need not be.
  20. DISCIPLINE OF MEMBERS
    1. The Treasurer may take disciplinary action against a Member if it considers that the Member:
      1. has breached these Rules or any general or specific compliance advice the Club has made available from time to time; or
      2. has caused, is causing or will cause harm or loss to the Club (whether financial or otherwise).
    2. The Treasurer may, from time to time, implement whatever disciplinary policy or policies it chooses to, provided that:
      1. before taking any further disciplinary action against a Member, the Treasurer must firstly write to the Member to tell the Member why the Treasurer proposes to take disciplinary action; and
      2. the outcome of any disciplinary procedure must be determined by an unbiased and independent decision-maker, who is not an Treasurer Member; and
      3. the Member that is the subject of the disciplinary action must be given a reasonable opportunity to provide an explanation or to defend himself; and
      4. any disciplinary action must be taken as soon as reasonably practicable after the occurrence of the incident(s) which gave rise to the disciplinary action; and
      5. the Treasurer must notify the Member of the outcome of any disciplinary action as soon as reasonably practicable.
    3. The Treasurer and the Club will not be liable for any loss or harm that a Member may incur as a result of disciplinary action that the Treasurer or the Club takes in good faith against the Member in accordance with this clause.
  21. ASSIGNMENT AND DELEGATION
    1. The Treasurer may, at its own discretion, outsource services to third parties to provide certain designated services to the Club under these Rules, and Members agree that it may transfer its obligations and duties to another entity or person at any time.
    2. These Rules are only enforceable by Members and the Club and no other person shall have any rights to enforce any provision of this Rules.
    3. Other than upon incapacity or death in accordance with Appendix 2, Members may not assign, transfer, dispose of or grant security over any of their rights and obligations under these Rules without the prior written consent of the Treasurer.
  22. WINDING UP
    1. The Club may be wound up upon the passing at a General Meeting of a Special Resolution to wind up the Club.
    2. Upon the winding up of the Club, the assets of the Club may be used to pay any debts and other liabilities of the Club.
    3. If any assets of the Club are affected by a trust, then the Club must satisfy any debts, liabilities or obligations that apply to those trust assets.
    4. Any surplus assets (after payment of the Club's debts and other liabilities under the preceding sub-clause) may be distributed to current Active Members in accordance with their Share Entitlements.

Adopted this 20th day of August 2018

Signature:

Name: Dominic Berger

Address: 6.20 World Trade Center, 6 Bayside Road, Gibraltar, GX11 1AA    

APPENDIX A

TERMINATION OF MEMBERSHIP

 This agreement shall govern the termination of your membership with the Club.

Club:

The Angel Business Club an unincorporated association under Gibraltar law.

Club Email:

If you wish to Terminate your membership with the Club and have your share entitlements and/or assets transferred out to your private account, please send this Termination Notice to:

support@angelequitygroup.com

Member

Name:

 

Address:

 

Email:

 

User ID:

 

Notice Date:

 

 

  1. The terms set out below in this Appendix A shall apply between the Parties set out in the above Form.
    1. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    2. A reference to writing or written includes e-ma
    3. References to clauses are to the clauses of this
  2. TERMINATION OF MEMBERSHIP AND TRANSFER OF SHARES
    1. The Member's membership with the Club shall immediately terminate upon successful receipt and confirmation of termination from the Treasurer ("the Termination Date" ).
      1. For the sake of clarity, the leaving Member shall remain entitled to have free Share Entitlements allocated to his account with the Club until the date falling 30 (thirty) days after the last membership payment.
    2. The Member may revoke his request of termination of membership at any time, provided that no assets and/or Share Entitlements have been transferred out to him during that period and a new payment of his membership fee has been successfully completed.
    3. On the Termination Date, all of the Member's access to the Club's services shall cease.
    4. Following the Termination Date, the Member shall not be charged for any additional Club membership fees, however all membership fees charged to him prior to the Termination Date shall be payable by the Member to the Club in full and shall be non-refundable.
    5. The Member can request to have his assets and/or Share Entitlements transferred out to their private accounts with any stockbroker, Nominee or Custodian of his preference, provided that the procedures set out below:
      1. following receipt of a request by the Member to transfer the assets and/or Share Entitlements to him, the Club shall instruct the Nominee and/or Custodian to transfer such Participating Shares to the Member who accordingly will effect the paperwork for transfer to the Member, subject to an administration fee of €50.
      2. The Club has the absolute discretion to refuse any request for the transfer of Participating Shares to the Member if it suspects that such transfer of Participating Shares to the Member would be unlawful or in breach of any regulation relating to the financial promotion of securities including, but not limited to, the Financial Services (Investment and Fiduciary Services) Act of Gibraltar. The Club may request the Member to supply it with any documentation it reasonably requires to provide it with comfort of the Member's investor status prior to making a decision on the approval of a transfer of Participating
      3. Members can access the Club’s internal Peer-to-Peer trading system to buy and sell Share Entitlements. Members wanting to leave the Club can also access the trading platform for a monthly fee as an alternative to transferring the assets out of the Club. It is up to the other Members to determine the price of which they are willing to pay for the Share Entitlements and to the Exiting Member to accept such price. The Club however shall have the right to approve all trades at its discretion in deciding how to match up the trades once the buyer and the seller have placed their respective orders.
      4. The Member can request a cash withdrawal from his positive cash account with the Club at any time before effectively leaving the Club.
    6. When joining the Club, the Member can have his Membership inactivated for lack of payment for a period of 12 (twelve) months. After such period, the Member shall either (i) reactivate his account with the Club (become a Paying Member) or; (ii) have his assets and/or Share Entitlements transferred out to his private account or; (iii) forfeit his Share Entitlements (only) for the benefit of the Club. Alternatively, the Member shall have the option to keep his assets and/or Share Entitlements under the Nominee(s) and/or Custodian(s) subject to the payment of a management fee of €10 per month to the Club, to be paid from the Member’s cash account.
      1. If at the end of a period of 24 (twenty four) months from the date of which the Member became inactive the Club has not received any instruction from him, all of his Share Entitlements shall be automatically forfeited in favour of the Club and the Member shall have no longer have any rights on them.
  3. NOTICES
    1. Any notice or other communication required to be given under this agreement, shall be in writing and shall be sent by email to support@angelequitygroup.com.
    2. Any other communication sent by email shall be deemed to have been duly received immediately after sending.
    3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  4. ASSIGNMENT
    1. Neither party shall, without the prior written consent of the other party, assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this agreement or any of its rights and obligations under or arising out of this agreement (or any document referred to in it), or purport to do any of the
    2. Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.
  5. ENTIRE AGREEMENT AND VARIATION
    1. This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
    2. Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
    3. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
    4. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  6. NO WAIVER
    1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
  7. SEVERANCE
    1. If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
    2. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
  8. GOVERNING LAW AND JURISDICTION
    1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with Gibraltar law.
    2. The parties irrevocably agree that the courts of Gibraltar shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.

APPENDIX B

INCAPACITY AND POWER OF ATTORNEY

DEATH OF A MEMBER

  1. INCAPACITY AND POWER OF ATTORNEY
    1. In the event of a Member’s legal incapacity, the Club’s relationship with such Member will terminate automatically upon receipt of written notice unless the Member has granted a power of attorney to another person to administer his affairs and under which such person can continue to act on his behalf. The Club reserves the right to require proof or further details of a Member’s legal incapacity and the validity of the Power of Attorney, at the reasonable cost of the Member’s attorney.
    2. Where a power of attorney has been granted over a Member’s account, the person appointed may continue to administer the account in accordance with the attorney’s instructions until such time as the power of attorney is revoked, or until the time of the relevant Member’s death.
  2. DEATH OF A MEMBER
    1. Upon receipt of notification of a Member death, by which a written notification and the death certificate is required, his membership will be suspended. For Members who had indicated a person (such as an Executor of his estate or a personal representative) to take over the management of his membership the Club will operate such membership on a “care and maintenance” basis whereby the Club will for a reasonable time thereafter continue to provide custody of his Share Entitlements through the Club’s appointed Custodian.
    2. Unless otherwise agreed, the Club will not accept any instructions over any membership in the Member’s name until we have received: (i) a certified copy of the death certificate or a grant of probate or the will, and (ii) a confirmation of who has legal responsibility for distributing the Member estate (all documents to be provided in English). Thereafter, under this Agreement the executor or personal representative may only instruct the Club to sell, transfer or materialise the Share Entitlements in accordance with this clause and the procedure specified upon a Member leaving the Club at Appendix A), subject to formal written instructions. Such provisions and this Agreement will be binding on the executor or personal representative.
  3. PROCEDURES TO TRANSFER SHARES IN THE EVENT OF DEATH
    1. In the event of a Member death, the executor, Treasurer, personal representative (if appointed) or closest family member shall follow the below procedures to sort out the affairs of the deceased with regards to his assets (investments) or Share Entitlements with the Club:
      1. The appointed Nominee or Custodian shall hold the assets or Share Entitlements, as nominee or custodian as it is the case, for the Member estate until such time as the beneficial interest in the same is transferred.
    2. If the Club receives instructions from the Member executor, Treasurer, personal representative or heir following a Member death indicating to whom the beneficial interest in the assets or Share Entitlements should be transferred (the "Inheritor") together with evidence to the satisfaction of the Club:
      1. The Member estate shall cease to be the beneficial owner of the assets and Share Entitlements; and
      2. The Inheritor(s) shall be, and the Club shall treat the Inheritor as being the beneficial owner of the assets and Share Entitlements.
  4. PROCEDURES TO SELL SHARES IN THE EVENT OF DEATH
    1. The Club at its own discretion can offer to buy the Member’s entire Angel Club portfolio for 40% of the current strike price (to be determined in the occasion of receipt of a death certificate and confirmation of who has legal responsibility for distributing the Member estate). It is up to the Member executor, personal representative or heir to accept such price.
      1. Terms of payment for the acquisition of portfolios representing up to € 9,999 will be negotiated on a case by case basis, provided that the first payment is made within the first 30 days of the agreement between the parties. Payments will be made to the Member’s registered bank account.
      2. Terms of payment for the acquisition of portfolios representing over €10,000 will be payable in 4 instalments, provided that the first payment is made within the first 30 days of the agreement between the parties. Payments will be made to the Member’s bank registered account.
    2. Alternatively, the Member executor, personal representative or heir can access the Club’s internal Peer-to-Peer trading system to buy and sell Share Entitlements for a monthly fee as an alternative to transferring the assets out of the Club. It is up to the other Members to determine the price of which they are willing to pay for the Share Entitlements and to the Member executor, personal representative or heir to accept such price. The Club however shall have the right to approve all trades at its discretion in deciding how to match up the trades once the buyer and the seller have placed their respective orders.
    3. The Member executor, personal representative or heir can request a cash withdrawal from a positive cash account with the Club at any time after taking over the account.
  5. RELEASE OF MEMBERS SHARES IN THE EVENT OF DEATH
    1. The Club may transfer legal ownership of some or all of the Member assets and Share Entitlements held by the appointed Nominee or Custodian to the Member or, where relevant, the Member’s estate at any time if:
      1. The appointed Nominee or Custodian concludes that it is no longer in a position to hold the assets and Share Entitlements in the best interests of the Member or his or her estate, and in compliance with all applicable laws and regulations and a new Nominee or Custodian has been appointed; or
      2. The Member’s estate require the transfer of legal ownership of the assets and Share Entitlements, by which the Member or Member estate agrees to be bound by the terms of any shareholder agreement or similar document in place in relation to Investee Companies at the time of transfer.
    2. The Member expressly agrees and acknowledges that, in the event that the Nominee or the Member himself exercises its right under Clause 4.1, the Member will become the legal, in addition to Beneficial Owner of the Securities and the Member recognises that, among other things, the Member shall incur the administrative and other burdens of administering and holding such Securities.
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