RULES OF PROCEDURE

RED DE ANGELES VC GROUP SPA

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1. Background.

  • Venture Capital, is a company whose objective is the development and structuring of entrepreneurship projects and the intermediation for their financing, as well as the operation and administration of a Network of Angel Investors.

  • Companies that need to obtain financing apply to our network, as well as can receive advice and consultancy for their development.

  • Investors register with Venture Capital as investors and bear the risks inherent in the venture capital industry.

 

2. Intermediation Services.

Companies contract Venture Capital, for whom their appearing representatives accept, the intermediation with potential investors for the financing of the Project, all in accordance with the terms and conditions contained in this document.

The Company must be available to present, together with Venture Capital, the Project to potential investors, hereinafter “The Investor” or “The Investors”.

The parties declare and accept that the financing of the Project ultimately depends on its quality and characteristics, as well as on the Investors' own criteria and procedures, which is why the Intermediation Services do not generate for Venture Capital the obligation to finance the Project, nor that it is ultimately financed by third parties.

 

3. Due diligence.

The Company will provide Venture Capital with the necessary information to carry out a commercial, technical, legal and financial due diligence, both of the Company and of the Project.

The aforementioned due diligence is without prejudice to the eventual due diligence processes required by the Investors.

Venture Capital does not assume any responsibility for any problem that implies damages for The Investor, the investment  in any of the financed companies.

 

4. Consulting and advisory services.

Venture Capital can provide the Company and Investors with the following consulting and advisory services, as well as access to Venture Capital's networks and strategic, national and international alliances.

5. Price of the Service.

As consideration for the Services subject to the internal regulations, the Investor, by himself or by his shareholders, must pay and assign to Venture Capital, respectively: 3.5% of the raised capital or its equivalent in equity.

However, the considerations indicated above will only accrue once the investment in the Company by third parties has been materialized.

6. Various.

Property and indemnity.

The Investor undertakes to hold Venture Capital, as well as its directors, shareholders, managers, workers and consultants, harmless for any civil, criminal or any other kind of action that third parties may direct against them, or the persons indicated above, For infringement of commercial rights, it does not compete, among others, which include reasonable defense fees in court, costs and notifications.

 

7. Authorizations.

The Company authorizes, as of this date, Venture Capital to publish in the "Our Networks" section of the website www.venturecapital.cl , as well as in its presentations and publicity material, the corporate image of El Inversionista, as well as a short description of the profile and a link to your website.

Once the investment has been materialized in compliance with this contract, the Company authorizes Venture Capital to publish on the website www.venturecapital.cl , for informational purposes, the amount of the Raised Capital.

 

8. Notifications.

All notifications, communications or requirements that are made between the parties in compliance with or by reason of this Agreement, will be made in writing, to the address specified in the investor registry.

If any of the parties modifies the address during the term of the Agreement or pending the fulfillment of obligations emanating from it, it will notify the other party.

 

9. Unsubscribe.

The Investor may cancel the service at any time, the terms of this contract will remain in force for 12 months for the companies contacted via our network. If the Investor specifies, directly or indirectly, financing alternatives for the Project, regardless of the latter, Venture Capital, will have the right to request the enforced compliance or termination of this contract, in

both cases with compensation for damages, which the parties assess

conventionally and in advance in the sum of UF 1,000.

9. Confidentiality.

The terms and conditions of this agreement and its annexes are confidential information.

Likewise, and by virtue of this agreement, the parties will deliver and exchange information, regardless of the format or the way in which said information is expressed, either verbally or in writing, whether it is contained in documents, memoranda, written of another nature, disks, tapes, diskettes, computer files or in any other way, (the contract and its annexes and the information, together "Confidential Information")

By this act, the parties, their workers, advisors, dependents, entities and related persons, and, in general, any person who accesses Confidential Information, undertake not to disclose in any way, totally or partially, to the public or to third parties, the Confidential Information, without prior written authorization from the other party.

Consequently, the parties may only use Confidential Information solely and exclusively during the term of this agreement and for the purpose and in the manner and conditions specifically established for such purpose in this agreement.

The parties will not be subject to the obligation previously stipulated, in terms of the non-disclosure of any part of the Confidential Information, provided that that information has been or is required by any judicial or administrative authority with powers to do so, in which case it is not Authorization from the other party will be necessary, and the required one must promptly notify the other party of this circumstance.

At the time of resolution, early termination or termination for any reason of this contract, the parties must return, the Confidential Information and any copy, summary or extract thereof, contained in any working document, memoranda or other writings, discs, or computer files, without retaining copies, summaries or extracts thereof, in any way.

The party responsible for any breach of confidentiality that may be directly committed by its dependent or external personnel or related company, in relation to the Confidential Information that will be provided, will be liable for the damages that such disclosure may cause to the affected party.

The presentation to potential investors of the Prospectus, nor the information delivered to them within the framework of the Search and Negotiation, will not be considered a breach of this obligation by Venture Capital.

The obligations assumed by the parties, by virtue of this clause, will subsist for three years from this date.

 

10. Applicable legislation, address and electronic signature.

This agreement will be governed by the laws of the Republic of Chile.

The parties establish domicile for all legal and contractual purposes that may take place in the commune of Santiago, the foregoing, without prejudice to the provisions of the preceding fourth clause.

 

This regulation is signed by electronic signature, accepting the invitation to be part of the angel network, in accordance with law 19,799 on Electronic Documents, Electronic Signature and Certification Services of said Signature.