Ultimate Membership User Agreement

This agreement (this “Agreement”) is by and between GenX Capital Group (“GenX”) and the user (whether paid or free, the “Member” or “User” or “Participant”) of the(the Offering as defined in the Terms), and is effective immediately upon the User’s purchasing, using, or otherwise participating in the Offering, and User hereby consents to the such action by User as its intended execution of, and assent to, this Agreement as equivalent to a hand written signature. Furthermore, this Agreement hereby incorporates by reference the General Terms and Conditions (the “Terms”) agreed to by User upon purchasing or using any Offering as defined therein, and made effective as stated therein. Any capitalized word not defined herein has the same meaning as defined in the Terms. The parties hereto acknowledge, understand, and agree to the following:

 

1. GenX and Member seek to work together for Member to buy a business (a “Company”), and if Member is in GRI (defined below) to sell the Company for profit via roll up.

2. GenX will make reasonable best efforts to facilitate Member’s SBA funding application and approval for User’s purchase of a Company. Such approval, although probable, is not guaranteed, and is the decision of the lender. GenX is in no way responsible for such approval or lack thereof.

3. Member will comply with requests made by lender or its representative during the underwriting process.

4. Coaching calls are limited to 1 hour per week in a group format.

5. Support questions regarding content or doing deals should be asked during coaching calls. Technical questions, or those regarding purchases or billing may be addressed by email.

6. As an Ultimate Member you are entitled to purchase the GenX Roll Up InsiderTM at a steep discount off the non-member price.

7. Other than the resources, training, and coaching provided by GenX within the Standard, Professional, or Ultimate memberships, the Member’s acquisition and operation of their business is dependent on Member’s implementation efforts independent of GenX. For hands-on implementation services by GenX, GenX Roll Up InsiderTM (GRI) is recommended, either through the free Acquisitions Pilot Project membership (GRI included) or the Ultimate membership with the additional purchase of GRI at the discounted price.

8. Ultimate members may buy GRI, a roll up solution, as an add-on. As is typical in the structure of a roll up, each participating company in the roll up requires transferring into the portfolio. Despite this, the equivalent cash flow and equity from each Member’s or customer’s companies continues to be disbursed to them in the ordinary course as customary in the industry. Member agrees to execute all documents relating to GRI for Member’s Company to be added to the GenX roll up portfolio, and be managed by GenX until sale.

9. GenX will facilitate hiring and managing through its contacts an executive operator (“EO”), including their termination or replacement if needed, but is not liable for their performance or any claims arising from the EO or this service.

10. For Ultimate Members with GRI, Members can contribute as little as $50,000 in cash toward the down payment (the “Down Payment”) for the purchase of a Company. If a Member contributes less than $300,000 toward a Down Payment, Member must participate in a joint ownership arrangement with cash partners or investors (such arrangement, joint venture or “JV”) structured and managed by GenX, in which case Member’s sole point of contact in the JV will be GenX, as the manager, and Member will not interact with others in the JV. Members’ ownership share in the JV Company will be proportionate to his or her cash Down Payment in the deal. Furthermore, Members in a JV receive lower GRI profit sharing percentages than non-JV Members. See GenX Roll Up InsiderTM Participation Options Table for further details.

11. Role of Participant in GRI. GenX may at its discretion cancel this Agreement if Member does not perform the Member GRI roles specified below:

    1. Acquisition. The primary role of Participant in GRI is to close on the acquisition of a Company to be funded by an SBA lender. Participant’s role during the acquisition stage includes (i) tendering to GenX, SBA personnel or representatives of Companies, proof of funds (POF) and cover letter (form provided by GenX) authorizing GenX to represent Member in the acquisition process as Member’s JV partner, or other related documents, in the amount equal to or exceeding the Down Payment amount stated in this Agreement, and hereby consents to submission by GenX of such POF to SBA personnel or representatives of Companies, including collective submission of POFs with other Participants (not visible by other Participants), at the discretion of GenX, for the purpose of evaluating and pursuing prospective Companies, (ii) signing letters of intent, purchase agreements, and other customary documents required to buy a Company, and (iii) cooperating with the SBA lender in this process which is a key element of Participant’s role.

    2. Following the Strategic Plan. There may be several viable strategic approaches to acquisitions and roll ups, and with many Participants in APP, there may be differing opinions during the course of the venture. So it is important that Participants cooperate with GenX in following the venture’s strategy and business model, notwithstanding any strategic preferences by Participant. This is especially important during the roll up phase. The GenX team and third parties engaged by GenX are highly experienced, and GenX incorporates redundancies for quality control. GenX is happy to consider input and concerns raised by Participants, but ultimately GenX will need to make final decisions. Roll ups are successful only when the constituent companies are strategically aligned. Accordingly, Participant hereby acknowledges and agrees (i) to the role of GenX as general partner, managing member, or similar managing position in GRI related entities, all of which GenX holds a financial interest in, including Participant’s Company, and (ii) that Member will execute any and all documents before, during, or after acquisition of a Company to formalize or ratify any such position of GenX, including amendments or supplemental documents for such purpose.

12. Participant Representations. Participant represents and warrants that he or she: (a) has the Down Payment he or she specifies in this section below, and the profession, work experience, management and leadership experience specified below, (b) has a 680 credit score or above, (c) is a US citizen, (d) has not defaulted on any federal loans or taxes, and (e) has not previously filed bankruptcy. GenX may terminate this Agreement if any representation in this paragraph or elsewhere in this Agreement or the GRI Information Form are not true.

13. Free and Discounted Memberships. Member acknowledges, understands, and agrees that (i) although the membership may be free or discounted to Member , the Venture requires substantial staffing, expertise, and expense by GenX and third parties in order to meet the objectives of the Parties, (ii) neither Member nor GenX is expected to pay out of pocket costs for any of such expenses, (iii) however, the Companies and the Venture shall pay all such expenses upon or after acquisition of a Company, including fees to GenX, such as customary private equity fees for acquisition success, management, consulting, and roll up & integration services, as well as operating and managing the Project and the Venture. All GenX fees are hereby deemed earned upon receipt by GenX.

14. Proof of Funds. GRI Participants are required to provide to GenX proof of funds (“POF”) (account numbers masked) to ensure qualification. The POF must show at least $50,000, but should also show no less than the amount of the Down Payment Participant is expecting to put into the company her or she acquires through Participant's membership.

    1. The POF may be from any source (including 401k/IRA) but must show Participant's name, or if it belongs to a financial partner, it must also include a short signed letter from that person stating that they are providing the money including a email or phone number for verifycation.

    2. The POF must be provided to GenX via email no later than 5 days after starting membership or services may be suspended until receiving the POF.