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Convertible Instruments - legal templates #16

Open marsrobertson opened 4 years ago

marsrobertson commented 4 years ago
marsrobertson commented 4 years ago

The resources linked above are not fit for purpose.

They contain loads of irrelevant, not applicable clauses.

Our agreement must be simple, fair, logical, straightforward, well understood.

At the same time, if there are any clauses that must be added / must be removed?

2020-06-27 Version: BaseX island - convertible loan agreement.pdf

Version updated in real-time: https://docs.google.com/document/d/1LZPpPO5BDKOCT9d7rM5sHOER_5GoS3zZ00_C9Oqz5J4/edit?usp=sharing

We have a small budget to review this document: €300-400-500

We do not want to get into lengthy and convoluted retainer agreements.

Simple agreement. Simple review.

US Securities Law and offering to the public

  1. If the offering to the public is an issue, we can offer €1 membership and offer to the members only

  2. The Howey Test:

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It was in old version of our documents, archived here at the commit d667d039e642244f6fecb11aa5bd59cc6c2a620f

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We actually decided to remove that part:

Buying an island far North that is resilient to climate change is not a typical investment. There is absolutely no expectation of the ROI. You are investing in your own personal safety, you are becoming part of a visionary community.

Change in wording

Maybe we should change the wording?

From "Convertible Loan" to donation, sale, gift?

I am totally morally ethically OK to do that, you can join my private social network for $10k per head - https://hhacking.com/ - and get "for free" ability to visit the island

Estonian jurisdiction and common sense jurisdiction

Island is in Estonia. BaseX the company is registered in Estonia.

In case of any dispute, the applicable laws will be as default.

Immutable laws of the universe apply too - if you are a dickhead and exploit some legal loophole to screw others, do not expect to earn many karma points.

Note that plan B1 island is in Finnland, that's why the there should be no Estonia-specific clauses, the "common sense jurisdiction" should prevail.

marsrobertson commented 4 years ago

Legal advice

For me, I can't take money for legal advice without risking 5 years in jail. Because I don't have a license.

Editorial advice

Can I ask you for a advice on the syntax, grammatical, editorial, publishing level?

McKenzie friend

https://en.wikipedia.org/wiki/McKenzie_friend

Estonian legal advice

https://twitter.com/basexisland/status/1277256180151263234

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They just had two public holidays in the row, that's why so slow to reply!

Convertible Loan Agreement

https://docs.google.com/document/d/1LZPpPO5BDKOCT9d7rM5sHOER_5GoS3zZ00_C9Oqz5J4/edit#

Our agreement must be simple, fair, logical, straightforward, well understood.