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Shareholder (Co-Founder) Agreement of Minchyn

Shareholder (Co-Founder) Agreement of Minchyn

This SHAREHOLDER (CO-FOUNDER) AGREEMENT (this “Agreement”), dated as of October 13, 2024 (the “Effective Date”) is entered into amongst the following individual constituting of the partners of Minchyn, Inc.:

Partner:

Eric Thomas, , (hereinafter referred to as "Partner")

Name Address

Partner to the Agreement

Minchyn, INC., a Company incorporated in Delaware, United States (hereinafter referred to as “The Company"), an experiential marketing, social media, and entertainment firm with a focus on creating innovative connections between content creators, brands, and audiences. The Company offers a unique blend of social media content, social marketing, along with live, virtual, and hybrid event livestreams. The Company is powered by an innovative social media platform and a distinct portfolio of curated-immersive event experiences. The Company’s mission is to create meaningful connections and engagement by providing creators and brands with cutting-edge tools and content-driven solutions that enhance audience interaction and brand exposure. Through its cutting-edge social media platform and distinct portfolio of live, virtual, and hybrid curated event experiences, The Company empowers content creators to thrive in the creator economy while empowering brands to engage with their target audiences in meaningful ways. The Company offers a unique value proposition: enabling creators to centralize audiences and build authentic-lasting relationships with those audiences, driving deeper engagement and personalized experiences while earning revenue to amplify the reach of brands (hereinafter referred to as "Company Services").

Shares Subject to Agreement

2.1. As of the Effective Date, The Company has the authorized 8,851,001,400 shares of stock to be issued as follows: 4,141,000,000 shares designated as Class A Common Stock, 4,141,000,000 shares designated as Class B Common Stock, and 134,747,360 shares designated as Series A Preferred Stock, 226,032,000 shares designated as Series B Preferred Stock, 95,768,000 shares designated as Series C Preferred Stock, 67,454,040 shares designated as Series D Preferred Stock, 45,000,000 shares designated as Series E Preferred Stock, of these authorized shares, 550,000,000 shares of Class B Common Stock are issued and outstanding. The Shareholder has purchased and own the number of shares of Common Stock, and approximate percentage of company ownership, as listed below:

Shareholder	Number of Shares of Common Stock	Percentage of Ownership
Eric Thomas	27,500,000	5%

2.2.      The shares listed above constitute all of the issued and outstanding capital stock of the Corporation. The Corporation acknowledges receipt from each Shareholder of the full consideration for the respective shares listed above as set forth below such Shareholder name on the signature page hereto, and each Shareholder acknowledges receipt of certificates representing his or her shares. All of the shares listed above and any additional shares of the capital stock of the Corporation that may be acquired by the Shareholder in the future shall be subject to this Agreement.

Vesting Schedule:

The Partner shall be subject to a four-year vesting schedule with a one-year cliff. Vesting shall occur monthly over the four-year period, commencing on the one-year anniversary of the shareholder's start date. Acceleration of Vesting. The Founder’s shares shall fully vest upon the occurrence of any of the following events:

The Company’s initial public offering (“IPO”);
The Company’s acquisition or sale, provided that the transaction value exceeds $1,000,000,000; or
Termination by The Company without cause

Background & Rational and the Spirit of this Agreement

This Agreement defines the cooperation principles between The Partner and The Company, including additional partners (hereinafter referred to as “Other Partners”), and defines related measures and responsibilities.

The Partner has recognized a growing market opportunity to provide Company Services to content creators, influencers, brands, and social media consumers, in North America, South America, Europe, Africa, Asia, and emerging digital markets globally. The Partner has agreed upon pursuing this opportunity by their engagement with The Company. The goal of The Partner, along with Other Partners, is to develop The Company rapidly into a leading global experiential marketing and social media company, scaling to deliver immersive experiences for creators, consumers and brands worldwide. The initial business outline is presented in Annex 1, The Company pitch deck, and related revenue allocation structure is presented in Exhibit D. The Company develops the plan continuously based on the market feedback and opportunities.

The purpose of this Agreement is to protect the interests of The Partner. It is not meant to punish a Partner who unintentionally breaches this Agreement and discontinues his or her misconduct after notification from Other Partners.

In this spirit, The Partner agrees not to sell The Company’s shares to outsiders when share disposal restriction provisions of this Agreement restrict the selling of the shares.

Commitment to Company Growth:

The Partner agrees to work diligently and collaboratively to advance The Company's objectives and achieve sustainable growth. The Partner shall dedicate their time, skills, and resources to support the development, marketing, and operations of The Company.

General Commitments

The Partner agrees to the following:

I, as The Partner to this Agreement, agree to conduct tasks in the field of The Company’s business operations in the interests of The Company. All immaterial and other property rights created during or directly related to The Company business development process will become property of The Company. The Partner hereby agrees to assign, transfer, and convey to The Company all right, title, and interest in and to any intellectual property created, developed, or acquired by The Partner in connection with the business of The Company, including but not limited to patents, copyrights, trademarks, trade secrets, and any related documentation or materials, unless agreed otherwise in writing by all Other Partners.

Tasks and/or roles of The Partner:

Eric Thomas, Chief Technical Officer
- Main tasks & responsibilities:
  - Minimum Viable Product Development
  - Lead the Software Development Team(s)
  - Manage the technical growth
  - Ensure The Company is positioned to scale efficiently
  - Product Design and Architecture: The Partner must oversee and refine the architecture of the MVP, ensuring it is scalable, secure, and adaptable to future features. This includes selecting the right technology stack, designing systems for scalability, and establishing initial infrastructure.
  - Technical Oversight: Act as the primary developer or supervisor for the MVP and product development team, managing sprints, code reviews, and ensuring deadlines are met.
  - Iterative Development: Drive an agile development process to quickly release, test, and iterate on the MVP based on user feedback.
  - Hiring Plan: The Partner will create a roadmap for hiring engineers in line with the company's growth and funding milestones. This includes defining roles, required skills, and the sequence of hires (e.g., frontend vs. backend, DevOps, etc.).
  - Recruitment and Onboarding: Lead or participate in the recruitment process of optimal recruits to build a high-performing engineering team, which involves interviewing, technical evaluations, and culture fit assessment. The Partner will also develop onboarding processes to efficiently integrate new hires into the team.
  - Building the Engineering Culture: Set the tone for the engineering team’s culture, promoting innovation, ownership, collaboration, and work ethic. Create a developer-friendly environment with a focus on creativity and autonomy.
  - Technical Vision and Strategy: The Partner should develop and maintain the long-term technology strategy that aligns with business objectives, including scalability, product evolution, and technical debt management.
  - Cloud Infrastructure and DevOps: Design and manage cloud infrastructure (e.g., AWS, Azure, Google Cloud) to ensure the product can scale efficiently as the user base grows. Set up a DevOps pipeline for continuous integration/continuous delivery (CI/CD) to streamline deployment processes.
  - Security and Compliance: Implement secure development practices, data privacy protections, and regulatory compliance from the start to avoid future risks.
  - Strategic Input: The Partner should actively collaborate with the CEO and other leadership team-members to align technical development with the overall business strategy. This includes prioritizing features, determining the product roadmap, and communicating technical constraints or opportunities to the leadership teams.
  - Fundraising Support: Participate in fundraising efforts by communicating the technical roadmap, team growth plans, and scalability to investors. Present the technical vision and highlight how the company’s technology differentiates itself from competitors.
  - Customer and Market Feedback: Work closely with customer-facing teams (e.g., marketing, customer support) to ensure that the technology meets user needs and to iterate on the product based on feedback.
  - Agile Methodology: Establish and manage an agile development process, such as Scrum or Kanban, to ensure rapid and efficient product development. Define and track key performance indicators (KPIs) for the engineering team.
  - Budget and Resource Allocation: Oversee the engineering budget, including decisions on tooling, cloud costs, and personnel. Make data-driven decisions about technical debt, where to invest resources, and how to manage timelines.
  - Mentoring Team Members: As the team grows, The Partner should mentor junior engineers, guide senior engineers, and provide leadership in terms of technical best practices, architecture, and personal development within the company.
  - Team Structure and Growth: Organize the engineering team structure (e.g., creating product-specific teams, specialized teams like DevOps, QA) as the company grows. Eventually, delegate technical leadership roles to senior engineers or engineering managers.
  - Technical Documentation: Prepare comprehensive documentation of the current codebase, architecture, scalability, and security to assist with due diligence during fundraising rounds.
  - Technology R&D: Evaluate emerging technologies (e.g., AI, blockchain, new development frameworks) and their potential application to enhance the product or improve internal processes.
  - Continuous Improvement: Ensure the company stays competitive by adopting new, relevant technologies or optimizing existing ones to enhance product performance and team productivity.
  - Outsourced Teams: If The Company works with outsourced teams or contractors, The Partner must manage these relationships, define their tasks, and ensure that their work aligns with the core product’s goals.
  - Quality Control: Ensure that the quality of work done by external teams meets the company’s standards and integrates seamlessly into the in-house development process.
  - Product Scalability: Ensure the product can handle anticipated user growth, including both technical (e.g., server load balancing, database optimization) and customer-facing features (e.g., user onboarding, personalization).
  - User Experience and Performance: Oversee frontend and backend development to ensure fast load times, intuitive UX, and minimal downtime for customers.

By focusing on these tasks, The Partner not only ensures the successful development of The Company’s MVP and product(s) but also positions The Company for rapid growth and scalability after securing funding each funding round. The key is balancing short-term deliverables (like the MVP) with long-term technical vision and team-building.

Related incentive plan presented in Exhibit C

Partner Rights and Obligations:

The Partner shall have the right to participate in decision-making processes concerning major corporate actions, including but not limited to mergers, acquisitions, financings, and strategic partnerships. The Partner shall also be entitled to receive regular updates on The Company's performance and financial status.

The shares of The Company’s common stock issued to The Partner shall be subject to the terms and conditions set forth in The Company’s certificate of incorporation and bylaws, as well as any applicable securities laws and regulations.

Proceedings

By default, The Partner can freely vote in a shareholders' meeting. However, The Partner agrees on two exceptions to the above:

Firstly, if more than 2/3 of the shares owned by The Partner and Other Partners are supporting certain voting behavior, then all Partners will vote in Agreement with the 2/3 majority of Partners. The purpose is to ascertain that The Partner and Other Partners will be unified, acting as a single group, even in the situations when there would be other shareholders in The Company than The Partner and Other Partners alone.

Secondly, certain decisions will require support by The Partner and Other Partners holding at least 33% of all partner shares; otherwise, all partners agree to vote against these decisions. The decisions are the following:

Increasing and decreasing the share capital,
Issuing new shares,
Issuing convertible loans or options that can be transferred to shares,
Selling all or a major part of the business of The Company,
Authorizing the Board to make decisions listed above.

To implement the proceedings described above, The Partner agrees to efficiently work together with Other Partners at the shareholders’ meetings and before them. The Partner may call the Other Partners to meet in a two-week notice, either in person if possible, or over internet/telephone, and otherwise following the protocols used for inviting a shareholders’ meeting. The Partner will do their best effort to find meeting times – several meetings if necessary – to work out their common voting strategy. The Partner agrees to participate in all shareholders’ meetings, either in person or by proxy instructed to follow the proceedings described above.

Competition Restriction Clause

The Partner who has an active role in The Company undertake not to compete in any way, directly or indirectly, with the business of The Company. Here, the following definitions are used:

Active role in The Company is defined as being either employed by The Company, or acting as a Board director, advisor, or consultant for The Company.
The business of The Company is defined based on the strategy, business plans, customer relations and pipeline, product roadmaps, and IPR’s of The Company at any given time.

If a Partner ceases to have an active role in The Company, then The Partner agrees not to compete in any way with the business of The Company as defined at that moment, during the following 60 months.

In addition to the above, all Partners (not just those having an active role in The Company) agree not to compete in any way with the business of The Company during the first 60 months after signing this Agreement of The Company.

If The Partner materially breach this Competition Restriction Clause, and does not correct the breach within 13 days after being notified about the breach by The Company or Other Partners having at least 2/3 of the remaining Partner shares, with shares of The Partner breaching the Clause excluded, then following sanction will be applicable:

The Partner breaching the Competition Restriction Clause agree to sell their shares at a price that is 20% of their fair market price (as defined in Section 10 below), pro rata of the Other Partners’ ownerships. In addition, The Partner breaching the Clause agrees to pay $33,333 to The Company.

This breach shall be documented by the Board and it shall be proven to be harmful (e.g. The Company has lost business or competitive advantage) for The Company.

The Partner shall be deemed to have provided written consent in terms of this Chapter 6 to The Partner’s current ownership of and role/appointment in other companies/businesses and other activities as set forth in Exhibition B and The Partner shall not be in breach of this Chapter 6 in relation to any such ownership, role, appointment or activity.

Buy Back Option in normal Partner Exit Situation and Share Disposal Restrictions

The Partner undertakes not to transfer their shares to third parties before 96 months of signing the shareholders Agreement for the first time, unless otherwise agreed in writing by all Partners holding at least 90% of the shares of The Company. The Partner shall inform the Other Partners about any intent to transfer The Partner’s shares, and about the information to be given to third parties in connection with such intent to transfer shares.

The Company or Other Partners have the right to buy shares back for a period of 99 years from resignation of The Partner, if the buyback has not materialized earlier.

Exit

In connection with the Liquidation Event, any Net Consideration shall be distributed pro-rata between the shareholders.

Abnormal Exit Situations

In the event that The Partner leaves The Company as a Bad Leaver, a defined percent as defined in Exhibit A of his shares shall be subject to mandatory transfer to The Company at their nominal value.

A bad leaver is any shareholder that discontinues to be employed by The Company before the Milestones as described in the Exhibit A has been achieved for any of the following reasons:

does not contribute the agreed minimum time and/or effort to The Company an ongoing bases, as agreed by The Partner, and continues to not contribute after notification from Other Partners.
material breach of this Agreement;
gross misconduct or any serious or persistent breach of any obligation to The Company or any associated Company of The Company;
conviction of a criminal offence (for which a custodial sentence is imposed) by a court of competent jurisdiction; or

A Bad Leaver is determined by 3/4 of The Partners agreeing, backed with proper documentation.

Rules Governing Share Disposal

If The Partner, (hereinafter referred to as “The Selling Partner”), negotiates with a third party/Partners (hereinafter referred to as “The Buying Parties”) on the transfer of its shares, The Selling Partner undertakes to promptly notify the Other Partners in writing (hereinafter referred to as “Tag-Along Notice”) about such intent. Other Partners shall have the right, but not the obligation, to require The Selling Partner to cause that, either all, or proportionately the same amount of their shares, as The Selling Partner intends to transfer are purchased by that Buying Party/Partners (hereinafter referred to as “Tag-Along Right”) at the same consideration and otherwise on the same terms and conditions obtained by The Selling Party. In such share transfer, The Selling Partner shall make best efforts to find a third Partner to whom all of the shares could be transferred at market price. The Other Partners respectively must inform The Selling Partner within 30 days from the receipt of the Tag-Along Notice whether they wish to use their respective Tag-Along Rights.

In the event that a group of owners holding majority of Company shares (hereinafter referred to as “Majority Holders”) have found a candidate (hereinafter referred to as “Third Partner Offeror”) who wishes bona fide to purchase all of the shares of The Company, the Majority Holders shall have the right but not the obligation, to require that the Other Partners to this Agreement transfer their shares to the Third Partner Offeror (hereinafter referred to as “Drag-Along Right”) at the same consideration and otherwise on the same terms and conditions obtained by the Majority Holders. The Drag Along-Right shall be exercised by a notice submitted to the Other Partners at least 30 days before the consummation of the transfer of shares from The Partners to the Third Partner Offeror.

A transfer of shares from a Partner to a third party must always happen simultaneously with the third party becoming also a partner in this Agreement, and The Selling Partner is responsible to see that this happens.

Transfer Restrictions:

No shareholder shall transfer, assign, or sell any shares of The Company without the prior written consent of the Board of Directors. Any attempted transfer in violation of this provision shall be null and void.

Market Value Determination

If the shares are to be valued based on provisions of this Agreement, and if The Partner concerned cannot agree on what the market value for the shares will be, the market value shall be determined on the basis of an arms-length third Partner purchase offer for the shares. In the absence of such offer, a respectable financial advisor or investment bank appointed by the Board of Directors shall determine the market value.

Disclaimers and Order of Interpretation

The Agreement here is understood by The Partner to contain all relevant questions currently concerning the governance of The Company.

This Agreement supersedes – only for the above-mentioned issues handled within this Agreement– any arrangements, understandings, promises or Agreements made or existing between The Partner and The Company hereto, prior to, or simultaneously with the Agreement and constitutes the entire understanding between The Partner and The Company hereto.

If this Agreement, related Agreements and documents or the Articles of Association are inconsistent with each other, the documents shall be interpreted in the following order:

this Agreement;
other Agreements or documents signed between The Partner and The Company
the Articles of Association of The Company.

If The Company decides to modify this Agreement it has to be done in writing and signed by and on behalf of all Parties. In that Agreement there must be a clause mentioning that this is a modification to the existing shareholders Agreement or the modification must be otherwise evident by the circumstances.

Other Shareholder Agreements

The Partner understands and is aware that some of the Other Partners may have or have existing shareholder Agreements or competition restriction clauses in other companies. These Agreements restrict competition. The Partner agrees to make their best effort to avoid conflicts with these other shareholder Agreements and competition restrictions. The Partner agrees that if The Partner encounters liabilities from these Agreements or restrictions, The Company will cover those liabilities, including but not limited to compensation payments and legal costs. The Board shall make the final decision, to what extent The Company covers the costs.

Insight and confidentiality

The Partner shall hold in confidence and shall not disclose to any third party without prior written consent of Other Partners the material contents of this Agreement unless disclosure is required by law, regulation, stock exchange rules or order of a court of a competent jurisdiction.

The Partner under an obligation to make a disclosure as defined hereinabove shall use its best efforts to notify Other Partners before making the disclosure.

The Partner shall not at any time hereafter disclose or communicate to any person (other than, where relevant, to their officers, employees or professional advisors, whose position makes it necessary to know the same) any confidential information concerning the business, accounts, financial or contractual arrangements or other dealings, transactions or affairs of The Company or any of its subsidiaries which may be within or which may come to its knowledge save for;

a) such information that at the time of disclosure is public knowledge,
b) when disclosure is required by law, regulation, stock exchange rules, or order of a court of a competent jurisdiction.

The Partner wishing to disclose confidential information to a prospective transferee of shares and to their representatives and advisers shall first obtain an appropriate commitment as to confidentiality before making the disclosure.

Communication among Partner to the Agreement

Any communication between The Partner concerning this Agreement will be in writing and will be delivered in person or by e-mail in such a way that the recipient confirms having received the information, or sent by registered mail and fully prepaid in an envelope properly addressed to the address given by The Partner to The Company or to Other Partners.

Costs

The Partner hereto will bear his/her or its own legal, accountancy and other costs, charges and expenses connected with the negotiation, preparation and implementation of this Agreement and any other Agreement incidental to or referred to in this Agreement.

Assign Ability

This Agreement cannot be assigned by The Partner without the prior written consent of the Other Partners.

Forfeiture

If The Partner ceases to provide services to The Company for any reason other than as set forth in Section 3 above, any unvested shares of The Company’s common stock held by The Partner shall be forfeited.

Termination

Termination of Employment. If Partner employment with The Company terminates for any just reason, any unvested shares owned by that founder shall immediately revert back to The Company, and The Company shall have the right to repurchase such shares at the original purchase price.

Disputes and Governing Law

This Agreement will be governed by and constructed in accordance with the laws of the United States of America. Any disputes arising out of this Agreement shall be resolved in the 36^th District Court or Third Judicial Circuit Business Court of Detroit, MI, United States.

Term

This Agreement becomes effective upon the signature by The Partner and shall be binding on The Partner as long as The Partner is the owner of the Shares or other Equity Securities. This Agreement shall, however, be terminated upon the consummation of a Trade Sale or an IPO.

Notwithstanding the aforesaid, Sections 9 - 14 (Competition Restriction Clause, Buy Back Option in normal Partner Exit Situation and Share Disposal Restrictions, Exit, Abnormal Exit Situations, Rules Governing Share Disposal, and Transfer Restrictions) and Sections 24 (Disputes and Governing Law) will be binding, to the extent applicable, upon the Party even if the Party has ceased to be a Party to this Agreement.

Ancillary Provisions and Signature

Except as otherwise provided herein, no addition, amendment to or modification of this Agreement will be effective, unless it is made in writing and signed by and on behalf of all Parties.

There will be no waiver of any term, provision or condition of this Agreement unless such waiver is evidenced in writing and signed by the waiving Parties.

No omission or delay on the part of The Partner hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or Partial exercise of any such right, power or privilege preclude any other. The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies provided by law.

In the event that any of these terms, conditions or provisions will be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision will be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

This Agreement in has been executed in 2 identical originals, and reviewed completely by the Parties, signed after approval and all pages in appendixes inclusive initialed by the Parties. The Company has received one and The Partner has received one original bearing the following legally binding signatures.

This Agreement contains the entire Agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, Agreements and understandings of every nature between the parties hereto.

This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

Entire Agreement:

This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior Agreements and understandings, whether written or oral, relating to such subject matter.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

By:

Name

Title: Chief Technical Officer

By:

Name: Kristen Candler

Title: CEO, Chairman, President

Address: 444 Poplar Grove Dr.

Vandalia, OH 45377

Exhibit A: Milestones and Share Vesting Plan

This exhibit outlines the Milestones that must be achieved by The Partner and the corresponding Share Vesting Plan. It also provides stricter criteria for determining whether a Partner qualifies as a Bad Leaver, as defined in Section 12.

Milestones

The following milestones must be met for share vesting:

Milestone 1: Completion of the Minimum Viable Product (MVP).
Milestone 2: Completion of a roadmap for hiring engineers in line with the company's growth and funding milestones. This includes defining roles, required skills, and the sequence of hires (e.g., frontend vs. backend, DevOps, etc.).
Milestone 3: Create the engineering team structure for the organization structure chart (e.g., creating product-specific teams, specialized teams like DevOps, QA).
Milestone 4: Lead or Participate in the recruitment process of optimal recruits to build a high-performing engineering team, which involves interviewing, technical evaluations, and culture fit assessment.

Failure to achieve these milestones with the specified timelines will result in Bad Leaver status, automatically subjecting The Partner’s shares to mandatory transfer at nominal value as outlined in Section 12.

Share Vesting Plan

- Vesting Period: 4 years with a 1-year cliff. After the first year, 25% of the shares will vest, with the remaining 75% vesting monthly over the subsequent 36 months.

-Conditional Accelerated Vesting: Accelerated vesting will occur only if The Company is acquired and The Partner has met at least 80% of the milestones prior to acquisition.

If a Partner is deemed a Bad Leaver, all vested and unvested shares will be transferred back to The Company at nominal value.

Exhibit B: Partner’s Existing Interests and Roles in Other Companies

This exhibit lists any existing ownership interests, board roles, advisory positions, or consulting Agreements that The Partner holds in other businesses. These are exempted from the non-compete obligations in Section 9, provided they do not conflict with the business of The Company and do not interfere with The Partner's commitment to The Company.

Current Ownership and Roles (If Applicable)

- Eric Thomas holds % equity in a company that operates in (Sector), which does not compete with The Company’s business.

- Eric Thomas serves as an advisor to a startup in (Industry), which has no overlapping interests with The Company.

Partners agree that these existing roles and ownership stakes do not breach the Competition Restriction Clause. Any future ownership stakes, advisory roles, or consulting Agreements must be disclosed and pre-approved by the Board. Partners must prioritize their responsibilities to The Company.

Exhibit C: Incentive Plan

This exhibit details the Incentive Plan for The Partner based on both individual and company-wide performance. Incentives will focus on cash bonuses and other forms of compensation, rather than additional equity, to protect against ownership dilution.

Cash Incentives

- Upon achieving Milestone 1 (MVP completion), Eric Thomas will be granted a cash bonus of $5,000, provided company reserves permit.

All bonuses are deferred until The Company is financially stable, with reserves permitting, to ensure cash flow is maintained.

Revenue-Based Cash Bonuses

- Upon reaching $100,000 in revenue, The Partner will receive a cash bonus of $500, contingent on company profitability.

- Additional bonuses of $2,500 will be awarded for each subsequent $500,000 in revenue, during the first 30 months after signing this Agreement of The Company.

Bonuses will only be awarded if performance and time commitment are met and if The Company’s financial health permits.

Exhibit D: Revenue Allocation Structure

This exhibit outlines how The Company’s revenue will be allocated among The Partners and The Company itself, prioritizing reinvestment into The Company for growth, while profit distributions remain discretionary.

Revenue Allocation

Once The Company reaches profitability, revenue will be allocated as follows:

80% of Net Profits will be reinvested into The Company to fund growth, including product development, marketing, and hiring.
15% of Net Profits may be distributed to Partners as dividends, at the Board’s discretion and proportional to shareholdings.
The remaining 5% of Net Profits may be distributed and redirected to creators by way of resources and workshops.

Profit Distribution

- Profit distributions will occur at the discretion of the Board, starting only after The Company achieves sustained profitability over at least two consecutive quarters.

- Dividends will be paid out pro rata based on each Partner’s ownership percentage, but only after necessary reinvestments and reserves are met.

Expenses

- Operating expenses, including salaries, operational costs, and taxes, will be deducted before profits are calculated.

- Any major expenses (over $50,000) require unanimous Board approval and must be documented in The Company’s financial reports.

Annex 1: The Company Pitch Deck

Minchyn Pitch Deck (minchyn.com)

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September 18, 2024 7:25 pm EDT

Shareholder (Co-Founder) Agreement of Minchyn Uploaded by Kristen Candler - kc@minchyn.com IP 76.35.89.42