Membership Agreement
As a Member of Phalanx Strategic Services' (PSS) Investor Syndicate, you agree to the following:
1) Confidential Information: You agree to receive information on the investment opportunities PSS is investing in, which includes due diligence information on companies seeking investment. You agree to keep all information you receive from PSS confidential. Members shall not share information they received from PSS with other individuals, funds, companies, or groups outside of PSS's Investor Syndicate unless the Member has received specific approval by the General Partner of PSS to do so and the receiving party has specifically confirmed their adherence to this Membership Agreement prior to receipt of materials.
2) Non-Circumvention: You will invest only through PSS's Investor Syndicate in opportunities that you receive from PSS's Investor Syndicate. Information a Member receives from PSS is only to be used by individual angels, groups of angels, and family offices who have the intention of investing personally or as an entity through PSS's Investor Syndicate.
Members agree to invest solely through PSS's Investor Syndicate if it is an investment opportunity that they have received from PSS's Investor Syndicate. The information a Member receives is not to be used by investment managers seeking deal flow for their own funds to make direct investments outside of investing through PSS's Investor Syndicate.
3) No Re-Syndication Of PSS's Investment Opportunities Outside Of PSS's Investor Syndicate: Members shall not syndicate the same opportunity (or a derivative thereof) on any other platform or with any other group without the approval of PSS's General Partner.
Members shall not seek a direct or indirect allocations in companies or opportunities after being provided with information about such investment opportunities by PSS's Investor Syndicate, which would circumvent, compete, or otherwise affect PSS's investment allocation.
4) Commitments Are Commitments: If a Member submits an investment commitment for an investment opportunity they agree to wire the amount of capital submitted and to sign the corresponding subscription documents.
5) Members will be removed from PSS's Investor Syndicate, if they do not follow the 4 principles above.
6) Fees: Members agree to pay a 2% annual management fee for 10 years, which is collected upfront and then drawn down over a 10 year period. Upon a liquidity event in less than 10 years, any remaining management fee that has not been drawn down will be returned to investors. Members agree to pay a 20% carried interest on profits. If the terms are different from above, they will be disclosed as part of the specific investment opportunity or committed focused fund that the Member invests in.