Legal

Incorporation

Yaknak is a creation of Locals Labs Inc. Incorporated in the United Kingdom, 2015

Founders agreement

For original copy of founders agreement please contact Hugo.winn@hotmail.com. THis is a copy including e-signatures.

Founders agreement: Locals

Date: 14 January 2016

The Founders

The following individuals are hereby admitted as partners in Locals (“Founders”)

Hugo Winn - Co-Founder and CEO

Sascha Melcher – Co-Founder and CTO

The Project

The Founders have created the Company for the purpose of making it easier for people to find good things to do on the spare of the moment, without needing to plan ahead. 

Locals is a simple solution that helps people to find popular things to do less than 15 minutes walk from where they are. To use the App a user swipes left to pass on a Tip and swipes right to get directions. Users can also upload tips, get likes and make money. The App will be free on iPhone. (The "Project").

Project roles

Hugo Winn: Hugo’s role as CEO is to handle:

1. Marketing: Confined at the start to social marketing, events, email and physical marketing.

2. Momentum: To recruit the initial tippers and build a sustainable user base of tippers and users.

3. Financial: To secure initial seed funding and facilitate any future rounds of funding.

Sascha Melcher: Sascha’s role as CTO is to handle:

1. Development: To build a beta IOS App for release in April-June 2016. Following this to act as lead developer on subsequent versions and handle bug control.

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Both Founders are allowed to hire in order to support their roles. Approval of both Founders must be given before any new hire.

Initial Capital

Each Founder will not commit any up front capital at this stage towards Company expenses. The Company must make capital calls of Founders on a pro rata basis and in-line with funding rounds.

Additional Capital Contributions

The Founders may make additional capital contributions in the form of cash and prepaid expenses from time to time to fund the Company’s on-going capital and operating needs. The written consent of all Founders is required for any Founder to make a capital contribution. No Founder may be required to make a capital contribution except pursuant to such mutual written consent.

Expenses and Budgeting

The Founders will budget for Company expenses on a rolling basis. All budgets must be approved by all Founders in writing. Any Founder may pay budgeted expenses on the Company’s behalf, and the Company will reimburse each Founder for properly budgeted expenses paid on the Company’s behalf, within a reasonable time period after the paying Founder submits an expense report supported by receipts. 

Ownership of the Company

Hugo Winn will have 57% equity in the Company and Sascha Melcher 43% equity. 

The Founders’ ownership interests need not be represented by a certificate or any other evidence beyond that contained in this agreement. If a Founder requests, the Company will issue a certificate evidencing the Founder’s interest. The certificate must contain a legend noting that the ownership interest is subject to legal and contractual restrictions on transfer.

Duties to the Company

The Founders must refer to the Company, in writing, all opportunities to participate in a business or activity that is directly competitive with the Project, whether as an employee, consultant, officer, director, advisor, investor, or partner. The ownership of 1% or less of the securities of any publicly traded company will not be considered participation in a competitive business or activity. 

The Founders’ obligations contained in this section (Duties to the Company) will continue with respect to each Founder until the later of the date that is 3 months after (i) he ceases to be a partner of the Company, and (ii) he ceases to provide any services to the Company, whether as a partner, employee, officer, director, or otherwise.

Project-Related Intellectual Property

“Project IP” means:

(a) Contributions and inventions, discoveries, creations, developments, improvements, works of authorship and ideas (whether or not protectable under patent, copyright, or other legal theory) of any kind that are conceived, created, developed or reduced to practice by any Founder, alone or with others, while such Founder is a member of, or provides services to, the Company, regardless of whether they are conceived or made during regular working hours or at the Company’s place of work, that are directly or indirectly related to the Project, result from tasks assigned to a Founder by the Company, or are conceived or made with the use of the Company’s resources, facilities or materials; and (b) any and all patents, patent applications, copyrights, trade secrets, trademarks (whether or not registered), domain names and other intellectual property rights, worldwide, with respect to any of the foregoing.

The term “Project IP” does not include any inventions developed by a Founder entirely on such Founder’s own time, without using any Company equipment, supplies, facilities or trade secret information, unless the invention related to the Project at the time of the invention’s conception or reduction to practice.

Each Founder hereby irrevocably assigns to the Company all right, title, and interest in and to all Project IP owned by such Founder. Each Founder agrees (i) to assist the Company from time to time with signing and filing any written documents of assignment that are necessary or expedient to evidence such Founder’s irrevocable assignment of Project IP to the Company; and (ii) to assist the Company in applying for, maintaining, and filing any renewals with respect to Project IP anywhere in the world, in each case at the Company’s expense.

Confidentiality

The Founders agree to keep all non-public information with respect to Project IP confidential and not to disclose it to any other party, except (i) to attorneys and advisors who need to know in connection with performing their duties, (ii) to potential business development partners and/or investors approved by the Company in writing, and who are bound by a confidentiality agreement in writing, and (iii) in response to an inquiry from a legal or regulatory authority.

Third-Party Offer to Invest

The written consent of all Founders is required to approve any additional investment in the Company from any party, including a Founder, and to issue any equity securities or rights convertible into the Company’s equity to any party.

Any Founder who receives an offer from any party to invest in the Company will notify the other Founders of the same, and provide each Founder an opportunity to participate meaningfully in the negotiations surrounding the potential investment in the Company. The Founders will use their best efforts to obtain terms that are no less favourable to any Founder than those outlined in the term sheet attached as Exhibit A hereto. The Founders understand that they would likely be required to submit their equity interests in the Company to vesting and other restrictions in such event, to assign all Project IP to the Company, and to submit to other employment-related covenants.

Resignation and Removal of Founders

Any Founder may resign from partnership in the Company for any reason or no reason at all by giving written notice to the other Founders.

Dissolution

If the Founders determine by unanimous consent to dissolve the Company and wind up its affairs, or if the Company dissolves because no Founders remain as partners, then any persons who were Founders immediately prior to the dissolution event will cause the Company to sell all its property (including Project IP) for cash only, and to liquidate in an orderly fashion. 

Signature

By signing below, each Founder indicates acceptance of the terms of this agreement in their entirety as of the date first written above, and represents and warrants to the Company and each other Founder that he has fully read and understood this agreement, and that to each Founder’s knowledge, no law or third-party obligation would prevent each such Founder from entering into and performing this agreement in full. For the convenience of the parties, this agreement may be executed electronically and in counterparts. Each counterpart shall be binding, and all of them shall constitute one and the same instrument.

Hugo Winn

Sascha Melcher