Monzo investor nominee terms

AGREEMENT FOR APPOINTMENT OF CROWDCUBE CAPITAL LIMITED AS INVESTOR REPRESENTATIVE IN RESPECT OF MONZO BANK LIMITED

1. Agreement relating to holding of your investment in Monzo Bank Limited

(a) This Agreement applies between the Investor and Crowdcube for your investment(s) from time to time in Monzo Bank Limited (company number 09446231) involving Crowdcube Nominees Ltd (the “Nominee”), including investment(s) made prior to the date of this Agreement.

(b) In this Agreement, the “Company” means Monzo Bank Limited (company number 09446231); “Securities” means any share or security (including any electronic token or other form of digitised asset) issued by the Company and held by the Nominee on behalf of the Investors from time to time; and “Investors” means the investors in the Company from time to time on behalf of whom the Nominee holds their investment (and “Investor” means any one of them). This Agreement applies in place of any previous terms governing the holding of Securities in the Company.

2. Appointment

Each Investor irrevocably and unconditionally appoints Crowdcube with full power and authority to perform the actions as set out in this Agreement and the Investor acknowledges and agrees that it may not instruct the Nominee directly.

3. Execution of agreements, taking all action, notifications and voting

(a) Subject to clause 3(c), the Investor agrees that Crowdcube may instruct the Nominee on his or her behalf to execute such agreements, documents, deeds, letters, confirmations, notices, acknowledgements, forms, certificates, mandates, instructions and instruments (including any amendments to any of them) as Crowdcube deems, in its absolute discretion, to be in the best interests of the Investors as a whole, including but not limited to a shareholders’ agreement between shareholders in the Company upon request by the Company and/or a sale and purchase agreement in respect of any Securities held by the Investor (a “Company Document”) and to instruct the Nominee to:

(i) take and refrain from taking any actions;

(ii) consent to or withhold its consent to any matter; or

(iii) waive its rights,

    under any such Company Document and, whether or not the Nominee enters into any Company Document, to take any and all other action relating to the Company and Securities which Crowdcube determines is in the best interests of Investors as a whole, unless expressly provided otherwise in this Agreement.

    (b) Notwithstanding the provisions of clause 3(a), Crowdcube shall not be required or obligated to enforce any term of a Company Document or take any other action, save where clause 3(c) applies.

    (c) If:

    (i) this Agreement expressly requires it; or

    (ii) if Crowdcube determines (in its absolute discretion) that any action should be determined by the Investors,

    Crowdcube shall, subject to clause 3(d), use reasonable endeavours to notify the Investors in writing (“Notification”) of the matter which requires a decision to be made by the Investors. Crowdcube shall action any matter which is the subject of a Notification in accordance with the views of the majority of those Investors that respond in writing to Crowdcube in respect of the relevant Notification within the period specified in the Notification (measured by the numbers of shares in the capital of the Company owned beneficially by such responding Investors). Any response from an Investor received after the relevant deadline specified in the Notification shall be invalid.

    (d) Without prejudice to clause 3(a), there may be circumstances where Crowdcube is not appropriately notified by the Company, or receives insufficient information from the Company, or is otherwise prevented by applicable law to make a Notification under clause 3(c) and the Investor acknowledges and agrees that neither Crowdcube nor its Nominee shall be liable for any such failure to make a Notification.

    (e) Crowdcube may instruct the Nominee to vote on any resolution on which the Nominee is entitled to vote or give or withhold its consent to any matter where the Nominee’s consent is required, whether following a Notification or otherwise, except where expressly provided otherwise in this Agreement.

    (f) Without prejudice to clause 3(a), Crowdcube shall not be obliged to follow the procedure set out in clause 3(c) where it has been notified by the Company that the resolution has already been passed or a decision binding on the Nominee has already been made on the basis of the agreement or disagreement (as the case may be) of the requisite number of the other shareholders of the Company.

    (g) In the event that the Nominee is obliged to take or refrain from taking any action by any provision of the Company’s articles of association (or equivalent constitutional documents) (“Articles”) or a Company Document, Crowdcube may instruct the Nominee to take or refrain from taking that action (as the case may be) without requiring any further authority from any Investor.

    (h) Neither Crowdcube nor the Nominee shall provide the Investor with legal, financial, tax or investment advice in respect of the contents of any Notification or any other matter.

    4. Investor back-to-back obligations

    (a) If the Nominee is required to enter into any document on behalf of the Investor, whether a Company Document or otherwise, the Investor agrees to “back to back” all obligations of the Nominee so that the Investor owes the Nominee the same obligations that the Nominee owes under such document.

    (b) Crowdcube shall use reasonable endeavours to send any document referred to in clause 4(a) to relevant Investors at least 3 Business Days (in this Agreement a “Business Day” is a day other than Saturday, Sunday or a day on which banks are generally closed in the City of London) prior to the proposed date of entry into the document.

    (c) The Investor shall indemnify and keep indemnified Crowdcube, the Nominee and their respective directors, officers, employees, agents and shareholders from and against all claims, actions, proceedings, demands, damages, liabilities, losses, settlements, judgements, costs and expenses (including reasonable legal expenses) which arise out of, directly or indirectly, arising out of or in connection with the Nominee’s entering into any document on behalf of an Investor under clause 4(a).

    (d) Clause 4(c) shall not apply to the extent that a claim under it results from Crowdcube’s negligence or wilful misconduct.

    5. Dividends and other monies

    (a) Crowdcube shall account to the Investor for all dividends and other monies which may be paid by the Company from time to time in respect of the Investor's Securities, providing the Investor’s entitlement to those monies is greater than £5.00 and the cost of payment does not outweigh the Investor’s entitlement.

    (b) All the dividends declared but not paid to an Investor pursuant to clause 5(a) (“Withheld Dividends”) shall be held by the Nominee as dedicated retained dividends on trust for those Investors so entitled to the Withheld Dividends. Withheld Dividends shall be payable to the Investors so entitled on the earlier of a transfer of the Securities to which the Withheld Dividends relate, a winding up of the Company or if the cumulative value of such Withheld Dividends exceed the greater of £5.00 and the cost of payment of such Withheld Dividends.

    (c) On request by Crowdcube, the Investor shall notify Crowdcube in writing of the bank account to which any payments to be made pursuant to this clause 5 shall be made. If the Investor fails to provide such bank account details, the Nominee or a third-party engaged by the Nominee shall hold such monies on trust for the Nominee until such bank account details are provided by the Investor. The Nominee may deduct the costs of holding such monies from the amount which it is required to account to the Investor. If the Investor fails to provide bank account details by the second anniversary of a request pursuant to this clause 5(b) to do so, the Nominee may donate any monies held on trust for the Investor to a charity of its choosing and the Nominee shall have no further liability to account to the Investor for such monies.

    6. Pre-emption rights

    (a) Except where clause 6(b) applies, on any transfer or further issue of securities in the Company in respect of which the Nominee holds pre-emption rights and these rights are not waived by an action of the relevant shareholders of the Company, Crowdcube shall use reasonable endeavours to procure that the Nominee’s pro-rata entitlement to such shares (“Nominee’s Entitlement”) is made available to the Investors. This may be by way of a private pitch on the Crowdcube platform (“Pre-Emption Pitch”), in which case the following terms shall apply:

    (i) Crowcube shall use reasonable endeavours to notify the Investors prior to the opening of the Pre-Emption Pitch;

    (ii) Crowdcube reserves the right to limit participation in the Pre-Emption Pitch to the individual entitlement of each participating Investor based on their existing holdings in the Company; and

    (iii) all shares subscribed for or purchased by the Investors via the Pre-Emption Pitch shall be held by the Nominee as trustee on behalf of the Investors and this Agreement will apply to those Securities.

    (b) Crowdcube may instruct the Nominee to waive pre-emption rights in respect of any transfer or further issue of securities in the Company, where Crowdcube determines, in its absolute discretion, that the waiver of pre-emption rights is in the best interests of Investors as a whole (including but not limited to where the offer is so small that the cost of administration of the offer to Investors is disproportionate or where a new material transaction is contingent on such waiver).

    7. Transfer of shares

    (a) In the event that the Nominee is obliged by law or a provision of the Articles to transfer any Securities held by the Investor (including, without limitation, in

    respect of the exercise of any drag-along rights in such Articles), or if Crowdcube determines in accordance with clause 3 that the transfer of Securities is in the best interests of the Investors as a whole:

    (i) Crowdcube shall notify the Investor in writing as soon as reasonably practicable;

    (ii) The making of any notification made under clause 7(a)(i) by Crowdcube shall be considered to be an instruction to Crowdcube from the Investor to take the relevant action under clause 7(a)(iii) as may be necessary to affect the transfer of the relevant Securities on behalf of the Investor; and

    (iii) Crowdcube shall instruct the Nominee to transfer the legal title to the Securities and sign all documents and take all actions necessary to affect such transfer and each Investor authorises Crowdcube to take such action required to transfer the beneficial title to the Securities and to sign all documents and take all actions necessary to affect such transfer.

    (b) In the event that Crowdcube is unable to determine that a transfer of Securities is in the best interest of the Investors as a whole:

    (i) Crowdcube shall notify the Investor in writing as soon as is reasonably practicable with a copy of the contract for sale (if available);

    (ii) unless otherwise set out in the Notification, Crowdcube shall make such decision in accordance with the views of the majority of those Investors that respond to Crowdcube in respect of the relevant Notification within the period specified in the Notification (measured by the numbers of shares in the capital of the Company owned beneficially by such responding Investors); and

    (iii) if, at the end of the period specified in the Notification, it has received a response from any Investor(s), Crowdcube shall then instruct the Nominee to transfer the legal title to the Securities and sign all documents and take all actions necessary to affect such transfer and each Investor authorises Crowdcube to take all action required to transfer the beneficial title to the Securities and to sign all documents and take all actions necessary to effect such transfers.

    (c) To the extent permitted by the Articles, the Investor may transfer the beneficial title to its Securities, provided that:

    (i) the Investor notifies Crowdcube of its intention to transfer the beneficial title to the Securities as soon as reasonably practicable prior to such transfer;

    (ii) the Investor provides such information about the transfer and the transferee as Crowdcube may reasonably request;

    (iii) the transferee satisfies Crowdcube’s anti-money laundering checks; and

    (iv) the transferee is, or immediately on the completion of the transfer becomes, a member of the Crowdcube platform.

    Any purported transfer of the beneficial title to the Securities by the Investor that is not in accordance with this clause 7(c) and the Articles shall be void and shall not be recognised by Crowdcube, the Nominee or the Company.

    (d) On request by Crowdcube, the Investor shall notify Crowdcube in writing of the bank account to which any payments to be made pursuant to this clause 7 shall be made. If the Investor fails to provide such bank account details, the Nominee or a third-party engaged by the Nominee shall hold such monies on trust for the Nominee until such bank account details are provided by the Investor. The Nominee may deduct the costs of holding such monies from the amount which it is required to account to the Investor. If the Investor fails to provide bank account details by the second anniversary of a request pursuant to this clause 7(d) to do so, the Nominee may donate any monies held on trust for the Investor to a charity of its choosing and the Nominee shall have no further liability to account to the Investor for such monies.

    8. Investor Obligations

    (a) The Nominee shall hold the legal title to the Securities on behalf of the Investor and in consideration of this, the Investor shall:

    (i) comply with the provisions of this Agreement, the Articles, any Company Document, and any agreement of the Company as are in effect whilst the Investor holds the beneficial interest in the Securities, including without limitation any restrictions on the transferability of the beneficial interest in the Securities;

    (ii) not attempt to transfer, or purport to transfer the legal title to the Securities whilst this Agreement is in force, or represent that the Investor holds the legal title to the Securities in any way;

    (iii) not attempt to transfer the beneficial title to the Securities in any way other than in accordance with the provisions of this Agreement and the Articles; and

    (iv) not allow a Security Interest to be created or allow a Security Interest to exist over the Securities, including without limitation, conversion rights and rights of pre-emption, on, over or affecting the Securities and not to enter into an agreement or arrangement to give or create any such Security Interest. For the purposes of this clause 8(a)(iv), a “Security Interest” shall mean any option, mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, security, interest, retention of title or other encumbrance of any kind securing, or any right conferring, a priority of payment in respect of any obligation of any person or a contractual right to shares or to any asset or liability.

    (b) The Investor represents and warrants on an ongoing basis while the Securities are held by the Nominee on behalf of the Investor that each of the obligations in clause 8(a) above is true at all times.

    (c) The Investor shall indemnify and keep indemnified Crowdcube, the Nominee and their respective / its directors, officers, employees, agents and shareholders from and against all claims, actions, proceedings, demands, damages, liabilities, losses, settlements, judgements, costs and expenses (including reasonable legal expenses) which arise out of, directly or indirectly, any act or omission of the Investor, any breach of clause 8(a) or any breach of warranty by the Investor in clause 8(b).

    9. Communication

    (a) Subject to clause 9(b) of this Agreement, any notice or communication (including, without limitation, any Notification or response to such Notification) shall be given in writing in English to the parties by email to the following addresses:

    (i) Crowdcube: [email protected] or such other email address notified in writing by Crowdcube to the Investor from time to time; and

    (ii) Investor: the email address most recently notified by the Investor to Crowdcube from time to time.

    (b) Crowdcube may from time to time decide that notices may be given by other means (including, without limitation, via an internet-based platform), in which case Crowdcube shall notify the Investor of such decision in writing by email.

    (c) Subject to clause 3 and clause 7, Crowdcube may determine in its absolute discretion whether or not to circulate a notification it has received from the Company to its shareholders.

    10. Fees and expenses

    (a) Crowdcube may from time to time charge the Investor fees and expenses for providing the services under this Agreement. Any such fees and expenses shall be exclusive of any fees and expenses which are covered by the Investor Terms.

    (b) Crowdcube shall not be required or obligated to take any action in relation to any Securities or the Company unless the Investor or the Company agrees to indemnify the Nominee for any reasonable cost, expense (including legal fees), claim and/or charge incurred by the Nominee in such enforcement.

    11. General

    (a) Save in respect of the Crowdcube's fraud, negligence or breach, neither Crowdcube nor the Nominee shall have any liability whatsoever to the Investor and, subject to applicable law and regulation, may use any assets it holds on trust to cover any loss, liability, damages, costs and expenses incurred or suffered by Crowdcube in the due performance of its rights and obligations under this Agreement.

    (b) In the event of any ambiguity or conflict between this Agreement and the Articles, the terms of the Articles shall prevail as between the parties.

    (c) This Agreement may not be amended, varied, supplemented, restated or otherwise changed in any way at any time without the prior written consent of Crowdcube, the Investor and the Company, provided that the consent of the Investor shall not be required where Crowdcube deems such change or restatement, in its absolute discretion, to be in the best interests of the Investors as a whole.

    (d) This Agreement shall terminate and cease to have effect upon the occurrence of an IPO (as defined in the Articles).

    (e) This Agreement is personal to the parties and no party shall assign any of its rights under this Agreement, transfer any of its obligations under this Agreement, sub-contract or delegate any of its obligations under this Agreement or charge or deal in any other manner with this Agreement or any of its rights or obligations without the prior written consent of Crowdcube and the Company.

    (f) This Agreement does not confer any rights on any person or party (other than the Investor, Crowdcube, the Nominee and the Company) pursuant to the Contracts (Rights of Third Parties) Act 1999.

    (g) This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

    Risk warning

    Investing in start-ups and early stage businesses involves risks, including illiquidity, lack of dividends, loss of investment and dilution, and it should be done only as part of a diversified portfolio. Crowdcube is targeted exclusively at investors who are sufficiently sophisticated to understand these risks and make their own investment decisions. You will only be able to invest via Crowdcube once you are registered as sufficiently sophisticated. Please click here to read the full Risk Warning.

    This page is approved as a financial promotion by Crowdcube Capital Limited, which is authorised and regulated by the Financial Conduct Authority. Pitches for investment are not offers to the public and investments can only be made by members of crowdcube.com on the basis of information provided in the pitches by the companies concerned.