INTELLECTUAL CAPITAL FUND - REGULATIONS
1 – PURPOSE
1.1. These Regulations aim to govern the participation conditions, distribution of returns, and other aspects related to the Intellectual Capital Fund (hereinafter referred to as the “Fund”) of Koinz Capital Inc.
1.2.The Fund aims to distribute 10% (ten percent) of the net results generated by the portfolio companies among active members, proportionally, in accordance with the criteria established in these Regulations.
2 – GENERAL DEFINITIONS
For the purposes of these Regulations, the following definitions apply:
2.1. Active Member: An individual or legal entity duly registered with Koinz Capital, with a valid membership and active participation in Fund activities.
2.2. Intellectual Capital: The body of knowledge, experiences, connections, and skills that members bring to the invested companies, considered a strategic asset for portfolio growth and development.
2.3. Portfolio: The set of companies in which Koinz Capital holds direct or indirect equity, as per a periodically updated list available to members.
3 – ELIGIBILITY FOR PARTICIPATION
3.1. Only active members may participate in the Fund, provided they:
a) Have a valid membership;
b) Comply with the rules of these Regulations.
4 – PROPORTIONAL PARTICIPATION
4.1. Each member’s share in the distribution of 10% (ten percent) of Koinz Capital’s net results from its portfolio companies will be proportional to their level of engagement, measured by:
a) Participation in meetings, mentoring sessions, events, or other activities organized by Koinz Capital;
b) Contribution of strategic knowledge, market connections, and insights relevant to the growth of the portfolio companies.
5 – RIGHTS TO DIVIDENDS
5.1. Active members are eligible to receive a share of the financial results that Koinz Capital derives from its portfolio companies, in accordance with these Regulations
5.2. Distribution will occur annually, or in shorter intervals at the discretion of Koinz Capital, depending on cash availability and portfolio company performance.
6 – NON-TRANSFERABILITY
6.1. Participation in the Fund is personal and non-transferable. It cannot be sold, assigned, or negotiated, except as otherwise determined by Koinz Capital.
7 – ASSOCIATED RISKS
7.1. Participation in this program is based solely on intellectual capital contributions. Members are not investors, do not provide financial capital, and bear no financial risk or obligation.
8 – LIMITATION OF LIABILITY
8.1. Members contribute expertise and strategic insights but do not have management or financial obligations related to the portfolio companies.
9 – PORTFOLIO EVALUATION
9.1. Portfolio companies will be evaluated by Koinz Capital using market criteria, independent audits, and recognized financial metrics.
9.2. Performance reports and financial information will be made periodically available to active members, with confidentiality safeguarded.
10 – Amendments to the Regulations
10.1. These Regulations may be amended at any time by Koinz Capital, with prior notice to members of at least 30 (thirty) days.
11 – JURISDICTION
11.1. Governing Law. This contract shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles.
11.2. Jurisdiction. The parties agree that any dispute arising out of or in connection with this contract shall be subject to the exclusive jurisdiction of the courts located in Miami, Florida, United States of America, to the exclusion of any other.
Frequently Asked Questions (FAQ)
1. What is an Intellectual Capital Fund?
An Intellectual Capital Fund is a model where the success of the portfolio companies is driven by the human and intellectual capital of its members.
Here, each member is a fundamental part of that success, contributing experience, networking, and strategic insights.
2. How will the 10% equity distribution work?
Each month, on the first day, the contribution of 30 minutes per month from each active member will be recorded. This will determine the member's monthly share of the fund.
3. Which companies in the portfolio are included?
All companies currently invested in by Koinz Capital are included, and the list may be updated as new negotiations and investments occur.
4. Who can be considered an active member?
Members with valid annual memberships.
5. Does participation grant a share in financial results?
Yes. Active members receive a share of the financial results that Koinz Capital generates from its portfolio companies, based on their level of engagement.
6. Is the participation transferable?
No. Participation is non-transferable and is directly linked to the active member and their ongoing involvement with Koinz Capital.
7. How will the portfolio be evaluated?
The evaluation will be conducted by Koinz Capital using market criteria to ensure transparency and effective portfolio management.
8. When a member becomes inactive, do they lose their participation rights?
No, as long as the member has contributed their intellectual capital during their active period, their share remains. However, once inactive, their share will be diluted among active members who continue to contribute.
9. What are the direct benefits of this initiative?
- Participation in financial results from portfolio companies.
- Active engagement in the success of the portfolio companies.
- Access to high-level networking and collaboration opportunities.
- Receipt of exclusive reports and information on company performance.
10. What are the associated risks?
Fiduciary risks: The legal and financial relationship exists solely between portfolio companies and Koinz Capital. Members are not investors and do not have fiduciary responsibilities. This initiative follows a model where active members contribute knowledge, not capital, and participate in the allocation of results based on engagement.
