Orange County SC

Key Information

Membership Interests

The Company is a limited liability company formed under the laws of the State of Delaware. As such, its capital is divided into membership interests.

There are two classes of membership interests: Common Interests or Preferred Interests. Common Interests include: Class A Units, Class B Units and Class C Units. There are no Preferred Interests in issue. This investment is structured as a convertible and upon conversion, Republic Europe/Seedrs Investors may only receive Class C Units in the Company or a class of membership interests with similar rights.

The Company is managed by the Manager, which currently is James Keston, the CEO of the Company (“Keston”). The Manager is tasked with operating the Company and makes all of the day-to-day decisions of the Company. The Manager is designated by the holders of a majority of the Class A Units originally issued to Keston individually and to a Keston Trust.

Class A Units:

- No voting rights.
- Pre-emption rights.
- No anti-dilution rights.
- Right to receive an amount accruing on a daily basis from the issuance of such Class A Common Unit at a rate of 5% per annum, compounded quarterly, on (a) the unreturned capital contributions made in exchange for such Class A Unit reduced by all distributions on a Class A Unit; plus (b) on each Class A Unit reduced by all distributions on a Class A Unit prior to such date (the Class A Return).

Class B Units:

- No voting rights.
- No pre-emption rights.
- No anti-dilution rights.

Class C Units:

- No voting rights.
- No anti-dilution rights.
- No automatic pre-emption rights. Any decision to offer pre-emption rights is at the discretion of the Company and the Founder.

Distributions

On an Exit or Liquidation, or in the case of any other distribution by the Company, any proceeds shall be distributed in the following order and priority:

1. First, Class A unit holders shall receive 1x their investment amount (including any additional capital contributions), which (at the date of the Campaign) is $201.68 per Class A Unit plus any accrued and unpaid Class A Return (any distributions previously paid to Class A unit holders shall reduce the above amounts);

2. Second, Class C unit holders shall receive 1x their investment amount (including any additional capital contributions), which (at the date of the Campaign) is $1000.00 per Class C Unit;

3. Third, all remaining amounts shall be distributed pro rata to all Unitholders based on their overall ownership percentages in the Company.

Please note the withholding obligations referred to in the Tax section.

Tax

Please note that the Company is a limited liability company (LLC) and is taxed as a partnership, therefore, there may be US tax implications for investors from investing in the Company. Republic Europe does not provide tax advice, and each investor should consider their own tax position.

Please note that there may be withholding obligations on the Company with regard to any distributions in the future, in order to comply with applicable regulation.

Convertible Terms

This investment round is being raised by way of a convertible equity investment structure, in this case a Simple Agreement for Future Equity, "SAFE".

The key terms that apply to the Company’s SAFE are set out below and are aligned with the terms offered via the Republic US platform. Please review the attached Key Terms document for further details.

Please note that there is no longstop date and the SAFE will only terminate in the event of (a) an issue of units to the SAFE holders in an Equity Financing or Liquidity Event; or (b) repayment in a Liquidity Event or a Dissolution Event (defined below). Therefore, it is possible that investors may hold their interest pursuant to the SAFE indefinitely, without the SAFE converting to equity or being repaid.

(1) Equity Financing

If the Company raises new equity investment of $1,000,000 over a series of one or more related funding rounds to one or more third parties, this will constitute an 'Equity Financing’.

If there is an Equity Financing then, the Company has the option to:

(A) Convert the SAFE into a class of units with equivalent rights to the Class C Units, at the lower of:

(i) the lowest price per Unit issued as part of the Equity Financing (the First Equity Financing Price); and
(ii) a price per share assuming a company valuation of $50,000,000 (being the Valuation Cap Price); OR

(B) Continue the terms of the SAFE without converting it to equity.

If the Company does not elect to convert the SAFE at the first Equity Financing, and a subsequent Equity Financing occurs, the Company shall have the same option to convert the SAFE into a class of units with equivalent rights to the Class C Units, or continue the SAFE without converting it to equity.

If the Company elects to convert at the next Equity Financing, the SAFE shall convert at the lower of:

• the First Equity Financing Price; and
• the Valuation Cap Price.

(2) Change of Control or IPO

In the event of a Change of Control or IPO (a “Liquidity Event”) prior to an Equity Financing then the investor (being Seedrs Nominee in the case of investments pursuant to this Campaign) shall be entitled to choose to:

• receive repayment of the amount invested under the SAFE (subject always to the liquidation preference above); or
• convert the SAFE into Class C Units at the Valuation Cap Price.

In the event of a Liquidity Event after an Equity Financing then each investor (being Seedrs Nominee in the case of investments pursuant to this Campaign) shall be entitled to choose to:

• receive repayment of the amount invested under the SAFE (subject always to the liquidation preference above); or
• convert the SAFE into Class C Units at the First Equity Financing Price.

Please note: it is Republic Europe’s position that this is primarily an instrument for investing in the equity of the fundraising business and our default position would be to vote in favour of converting the loans to shares in the company, unless there is a clear or compelling reason not to.

(3) Liquidation or winding up

In the event of a liquidation or winding up of the Company (a “Dissolution Event”), investors shall participate alongside Common Interest holders, and subject to the liquidation preference set out above.

Corporate Structure

Within the Company’s corporate structure, the Company has two operating subsidiaries:

- OC Professional Soccer LLC, a Delaware limited liability company, which is wholly-owned by the Company and owns and operates the Orange County Soccer Club; and
- OC Amateur Soccer LLC, a Delaware limited liability company which is owned 91% by the Company.

Republic co-raise

This Republic Europe raise is an extension of Orange County’s recent successful raise on Republic’s US based platform in which the company raised $594,986 USD from 1465 investors. This amount has been reflected on this campaign’s progress bar at an FX rate of 1 USD : 0.768 GBP.