Below is the text of the Founder Pledge signed by each of Liberman's siblings. For more information about the pledge and the framework, check Humanism's Founder FAQ.
Founder Contribution and Pledge Agreement (this “Agreement”), dated and effective as of June 1, 2021 (the “Effective Date”), by and between (“Founder”), and Libermans Co., a Delaware corporation (the “Company”).
WHEREAS, as of the date hereof, Founder owns the intellectual property and other non-cash assets listed on Exhibit A attached hereto (collectively, the “Assigned Assets”);
WHEREAS Founder desires to make certain commitments to the Company as provided in Section 3 of this Agreement (the “Pledge”);
WHEREAS, this Agreement is being entered into by Founder concurrently with the execution and entering into by other founding stockholders of the Company (each, an “Other Founder”) of contribution and pledge agreements with the Company in substantially the same form (the “Other Founder Agreements”);
WHEREAS, the Company and Founder acknowledge that Founder would not execute and enter into this Agreement without the Company and the Other Founders concurrently executing and entering into the Other Founder Agreements.
Now, Therefore, in consideration for Founder agreeing to contribute and assign the Assigned Assets and to make the Pledge, and for the Company’s entry into the Other Founder Agreements concurrently with this Agreement, and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
- Contribution. Founder hereby contributes, transfers, assigns, conveys, grants and sets over to the Company and its successors and assigns forever, and the Company hereby accepts and acquires from Founder for itself and its successors and assigns forever, all of Founder’s rights, titles and interests, in and to the Assigned Assets, including any and all goodwill related to the Assigned Assets, in each case free and clear of any and all liens and encumbrances. The parties acknowledge and agree that no liabilities of Founder are assumed in connection with the assignment of the Assigned Assets.
- Cessation of Use. Upon execution of this Agreement by the parties hereto, Founder shall cease any further use of the Assigned Assets (other than on behalf of the Company and/or its subsidiaries). Founder covenants that Founder shall not, and Founder shall cause its affiliates (other than the Company and its subsidiaries) not to, at any time in the future, directly or indirectly, (x) use in any manner or seek to register for her benefit or a third party any of the Assigned Assets, or (y) contest or oppose, or assist any third party to contest or oppose, in any forum the Company’s rights, titles and/or interests in any Assigned Assets.
- Founder hereby acknowledges and agrees that beginning on the Effective Date and ending on the thirty (30) year anniversary of the Effective Date (the “Term”) and subject to the provisions of Section 3(b) below, Founder shall use commercially reasonable efforts to:
- cause all direct compensation earned and/or received by Founder during the Term in consideration for providing services to Founder Start-ups or from Additional Qualified Activities, to be assigned, transferred and/or conveyed to the Company as soon as reasonably practicable following receipt thereof. For avoidance of doubt, such compensation shall include, but not be limited to, salary, performance bonuses, commissions, grants of equity, success fees and/or interests in and proceeds from a liquidity participation or similar plan;
- cause all Qualified Investments made during the Term to be assigned, transferred and/or conveyed to the Company as soon as reasonably practicable following receipt thereof.
- cause all proceeds received by Founder as sale consideration from a Qualified Sale of a Founder Start-up or a Qualified Investment to be assigned, transferred and/or conveyed to the Company as soon as reasonably practicable following such Qualified Sale.
- Notwithstanding anything to the contrary in this Agreement, the obligations of Founder set forth in Section 3(a) shall not apply to:
- compensation, earnings and other proceeds from Founder’s commercial activities other than Founder Start-ups and Additional Qualified Activities;
- taxes of any nature owing by Founder in respect of any of the compensation, Qualified Investments or proceeds, the liability for which is not assumed by the Company;
- salary, performance bonuses, commissions and other cash compensation in the amount of up to US$300,000 in the aggregate in any given calendar year (such number subject to adjustment in the reasonable discretion of the Board of Directors of the Company based on inflation and other general market conditions);
- Founder’s involvement with charitable foundations, charitable trusts and other nonprofit organizations;
- Founder’s social media accounts and other personal online presence;
- Founder’s existing (as of the date of this Agreement) assets/wealth and any assets derived therefrom, including compensation, earnings and other proceeds resulting from being an employee, director and/or shareholder of the Company, including cash compensation, dividends, and consideration received in connection with sale of shares of the Company by Founder, other than any Assigned Assets contributed to the Company.
- Founder reserves the right to invest and grow Founder’s existing personal wealth, and receive proceeds therefrom independently of the Company through passive investments in:
- real estate;
- any class of capital stock or other ownership interest of any entity if such securities are publicly traded and listed on any national exchange at the time of such investment (for avoidance of doubt, excluding any Founder Start-ups);
- investment companies within the meaning of Section 3(a) of the United States Investment Company Act of 1940, as amended (the “Investment Company Act”) or an entity that would be an “investment company” but for the exception provided for in Section 3(c)(l) or Section 3(c)(7) of the Investment Company Act.
- activities and/or assets of Founder set forth on Exhibit B hereto.
- The following terms used in this Section 3 shall be construed to have the meanings set forth or referenced below:
- “Additional Qualified Activity” means any of the following:
- Providing services as an employee, consultant, independent contractor or an advisor to a third party other than the Company or a Founder Start-up;
- Acquiring Qualified Investments.
- “Founder Start-up” means a for-profit entity formed or incorporated during the Term for purpose of commercializing a business idea in whole or in part developed by Founder or any of the Other Founders party to the Other Founder Agreements, and in which Founder, and/or an Other Founder, and/or the Company owns an initial equity interest (including founder’s shares or units, or any other equity interest acquired for nominal consideration in exchange for services).
- “Qualified Investments” means equity or equity-linked securities, convertible promissory notes, SAFEs or similar convertible instruments and other securities of a privately held third party entity other than a Founder Start-up.
- “Qualified Sale” means (i) a transaction or series of transactions with a third party on an arm's length basis (including by way of merger, consolidation or sale of equity securities to a third party by one or more stockholders), the result of which is that the holders of the selling entity’s voting securities immediately prior to such transaction or series of transactions own less than a majority of the combined voting power of the outstanding voting securities of such seller entity or the surviving or resulting entity, as the case may be, following the transaction or series of transactions, (ii) a sale, lease, transfer, exclusive license or other disposition in a single transaction or series of related transactions, by the selling entity or any subsidiary thereof of all or substantially all of the assets of the selling entity and its subsidiaries taken as a whole or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the selling entity if substantially all of the assets of the selling entity and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of such selling entity or (iii) an initial public offering of an entity’s securities.
For avoidance of doubt, no activity shall be deemed an Additional Qualified Activity if entirely performed at any time prior to the commencement or following the expiration of the Term, and no entity shall be deemed to be a Founder Start-up if the date of such entity’s formation or incorporation, as the case may be, is prior to the commencement or following the expiration of the Term.
d. Notwithstanding herein to the contrary, Founder shall not be obligated to participate in, or be employed by, Founder Start-ups, or to participate in Additional Qualified Activities at any time during the Term.
- Founder Representations and Warranties. Founder hereby agrees, represents and warrants to the Company that:
- Founder has good and marketable title to each of the Assigned Assets free and clear of all charges, claims, community property interests, conditions, equitable interests, liens, options, pledges, security interests, rights of first refusal, or restrictions of any kind.
- Founder holds all requisite legal power, capacity and authority to execute and deliver this Agreement, to perform Founder's obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Founder and Founder’s consummation of the transactions contemplated by this Agreement do not require any authorization, consent, approval or notice by or to any other person or entity other than authorizations, consents and/or approvals that have been received and are in effect, or notices that have been given.
- This Agreement has been duly and validly executed and delivered by Founder and is the legal, valid and binding obligation of Founder, enforceable in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general equitable principles.
- The execution and delivery of this Agreement by Founder do not, and the performance of Founder’s obligations pursuant hereto, and the consummation of the transactions contemplated hereby, will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, approval, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to any increased, additional, accelerated or guaranteed rights or entitlement of any person or entity under, or result in the creation of any lien on the properties or assets of Founder under, any provision of (i) any contract to which Founder is a party or by which any of Founder’s properties or assets are bound, (ii) any license, franchise, permit or other similar authorization held by Founder, or (iii) any judgment, order or decree or statute, law, ordinance, rule or regulation applicable to Founder or Founder’s properties or assets.
- (i) Founder has all necessary legal power and authority to assign and transfer each of the Assigned Assets, (ii) Founder has not used any Assigned Assets for any illegal purpose, (iii) to the best of Founder’s knowledge, none of the Assigned Assets infringes the rights of any third party, and (iv) Founder has not assigned any right in any Assigned Assets to any other person or entity or is aware of any claim against, or third party interest in, any of the Assigned Assets.
- Representations and Warranties of the Company. The Company represents and warrants to Founder as follows as of the date hereof and as of the date of the Closing:
- The Company is duly incorporated and validly existing as a corporation under the laws of the State of Delaware. The Company is in good standing under the laws of the State of Delaware, and there are no proceedings or actions pending to limit or impair any of its powers, rights and privileges.
- The Company holds all requisite legal power and authority to execute and deliver this Agreement, to perform the Company's obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the Company’s consummation of the transactions contemplated by this Agreement: (i) have been duly authorized by all necessary corporate action; and (ii) do not require any further authorization, consent, approval or notice by or to any other person or entity other than authorizations, consents and/or approvals that have been received and are in effect, or notices that have been given.
- This Agreement has been duly and validly executed and delivered by the Company and is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles.
- True and complete copy of the Certificate of Incorporation of the Company, in effect through the date hereof, and the Company’s bylaws have been delivered to Founder.
- Cooperation in Transferring Assigned Assets. Each party hereby covenants and agrees that, at any time and from time to time after the date hereof, at the request of the other party, it will (a) promptly and duly execute and deliver, or cause to be executed and delivered to the other party, all such further documents and instruments, and (b) take any and all such other and further actions, in each case as may be requested by the other party, to more fully evidence, perfect, vest and/or confirm the transfer, assignment and sale of all rights, title and interests of Founder in, to and under the Assigned Assets, together with all goodwill related to the Assigned Assets, to the Company and its successors and assigns forever in each and every jurisdiction worldwide.
- Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the matters contemplated by this Agreement and supersedes all prior agreements or understandings between the parties with respect to the matters contemplated by this Agreement.
- Benefits of Agreement. This Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns, and not for the benefit of any other party.
- Amendments and Waivers. No modification, amendment or waiver of any provision of, or consent required by this Agreement, nor any consent to any departure therefrom, shall be effective unless it is in writing and signed by the parties hereto. Such modification, amendment, waiver or consent shall be effective only in the specific instance and for the purpose for which it is given.
- Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
- Assignment. This Agreement and the respective rights and obligations of the parties hereunder shall not be assignable or transferable by any party hereto without the prior written consent of the other party; provided, that, for the avoidance of doubt, nothing in this Agreement shall restrict or limit the Company’s right and sole discretion to further sell, assign, pledge, transfer, encumber or dispose of all or any portion of the Assigned Assets or any and all of its rights, titles and/or interests therein. Any instrument purporting to make an assignment in violation of this Section 11 shall be void. All covenants, agreements, representations, warranties and undertakings in this Agreement made by and on behalf of any party hereto shall bind and inure to the benefit of the successors and permitted assigns of such party with respect to this Agreement.
- Governing Law. It is the intention of the parties that the laws of the State of Delaware (without regard to conflict of laws principles thereof) shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereunder.
- CONSENT TO EXCLUSIVE JURISDICTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL COURT OR STATE COURT SITTING IN LOS ANGELES COUNTY, CALIFORNIA AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE LITIGATED EXCLUSIVELY IN SUCH COURTS (OTHER THAN APPEALS FROM, OR ACTIONS OR PROCEEDINGS TO ENFORCE IN OTHER JURISDICTIONS, ORDERS, JUDGMENTS OR DECREES RENDERED BY SUCH COURTS). EACH OF THE PARTIES HERETO AGREES NOT TO COMMENCE ANY LEGAL PROCEEDING RELATED HERETO EXCEPT IN SUCH COURTS (OTHER THAN APPEALS FROM, OR ACTIONS OR PROCEEDINGS TO ENFORCE IN OTHER JURISDICTIONS, ANY ORDERS, JUDGMENTS OR DECREES RENDERED BY SUCH COURTS). EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO CONSENTS TO PROCESS BEING SERVED IN SUCH ACTION OR PROCEEDING BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL OR BY ANY OTHER MEANS FOR SERVICE OF PROCESS PERMITTED BY APPLICABLE LAW.
- Counterparts. This Agreement may be executed simultaneously in any number of counterparts and each executed counterpart (including executed counterparts executed and/or delivered by facsimile or email) shall be deemed to be an original and binding instrument, but all such counterparts together shall constitute but one agreement.