This Disclaimer and Indemnity Agreement pursuant to your Relationship and Royalty Sharing Covenant, will confirm our mutual understanding and agreement regarding any CoVestments made to and/or from your ICO Vesting Account (hereinafter, “IVA”) via its mobile application (hereinafter, “iCovest”) and website (hereinafter, “iCovest.org”) in application toward any above-named entity(-ies). The IVA that can be leveraged referred to in this document as the “Account”, may be a retirement account under Internal Revenue Code (the “IRC”) §401 or §408 as the case may be. Your agreement must be acknowledged prior to making any CoVestment directly or by IVA leveraged assignment.
You understand and agree that the administrator for your Account does not approve CoVestments or actions you personally take or self-direct iCovest to take on behalf of your Account. iCovest is limited in its responsibilities under your Account, and its responsibilities do not include CoVestment selection.
You understand and agree that iCovest does not review and approve CPO subscription agreements, operating agreements, by-laws, limited or general partnership agreements, or any other similar agreements regarding the acquisition or operation of any entity you want your Account to CoVest with.
You understand and agree that you are solely responsible for making sure that the entity was not formed and will not operate in a way that does or may lead to a prohibited transaction under IRC §4975.
You understand and agree that if the entity your Account is CoVesting in becomes a “disqualified person” (as that term is defined in IRC §4975) upon funding (this may occur, for example, if your plan and other disqualified persons, including you personally, own more than 50% of the entity), then any future mandatory capital calls may be considered to be a prohibited transaction under IRC §4975.
By CoVesting in an iCovest IVA, this Disclaimer and Indemnity Agreement applies in acquiescence to signify that you agree to indemnify and hold harmless, the iCovest and its respective officers, directors, shareholders and employees against any liability associated with CoVesting in the identified entity, including funding a capital call, and including any liability that arises because the CoVestment is or may be a prohibited transaction under IRC §4975.
You understand and agree that the iCovest has given you no tax advice regarding the possibility that your Account may be subject to Unrelated Business Income Tax (UBIT) as a result of its CoVestment in the identified entity. If your Account owes UBIT on its profits from the entity, you agree to prepare or cause to be prepared and filed an IRS Form 990T, and any similar filing required under applicable state laws, for each year with respect to which any such form is required, and to cause your Account to pay any UBIT that is reported in such forms. You understand and agree that any UBIT owed must come from funds belonging to the Account. Your agreement to indemnify and hold harmless, as set forth in Paragraph 5 above, includes liability of the parties named therein with respect to UBIT and the preparation and filing of IRS Form 990T and similar state tax filings.
You agree and understand that iCovest is not required under Title 26 U.S. Code § 508c(1)a to report the fair market value of the Account to the Internal Revenue Service each year. As it applies, you agree therefore, to obtain a fair market value for the Account’s CoVestment in the entity as of December 31 each year and report this information no later than January 15 of the following year. You understand and agree that iCovest is entitled to rely on the valuation provided by you for reporting purposes and shall bear no responsibility as to the accuracy of the information provided. You understand and agree that until a different valuation is reported to iCovest, the value of the CoVestment in the entity will be reported based on the Account’s total CoVestment in the entity. You understand and agree that if you fail to provide a fair market value to iCovest as required, iCovest may withdraw as administrator of your account and distribute the asset to you or to a successor custodian/trustee.
You represent that you understand that with some types of accounts there are rules for required minimum distributions from the account. If you are now subject to the required minimum distribution rules for your Account, or if you will become subject to those rules during the term of the CoVestment, you represent that you have verified either that the entity that your Account is CoVesting in provides distributions that will be sufficient to cover each required minimum distribution, or that there are other assets in your Account, or in other accounts that you may access for this purpose, that are sufficiently liquid (including cash) from which you will be able to withdraw your required minimum distributions as they become required.
You represent that you have done your own due diligence on the entity you want your Account to CoVest with.
You understand and agree that iCovest does not make any attempt to evaluate the entity you want your Account to CoVest with. For example, they make no attempt to check the financial strength of the entity, nor do they check with the Secretary of State to see if the entity is in good standing, nor do they check with the Securities and Exchange Commission, the Better Business Bureau or any other governmental or non-governmental agency to see if any complaints have been filed against the entity. You, as the steward of the Account, are 100% responsible for evaluating the entity, its operations and the CoVestment potential of the entity, including taking the steps described in the preceding sentence.
You understand and agree that you are also responsible for confirming that none of the “disqualified persons” with respect to your Account are associated in any way with the entity you want your Account to CoVest with.
You understand and agree that iCovest and their Beneficial Interest Unit (“BIU”) holders, officers, directors, shareholders, employees, agents or affiliates have not given you any CoVestment, legal or tax advice pertaining to this CoVestment.
You understand and agree that if the Plan Asset Regulations issued by the U.S. Department of Labor apply, the entity is disregarded for purposes of the prohibited transaction rules of IRC §4975. In that case, the underlying assets of the entity are considered to be the assets in which your Account is CoVesting, and each of the statements above regarding the entity must be true with regard to each of the assets that the entity CoVests in. You represent that you either understand the Plan Asset Regulations and Interpretive Bulletin 75-2 or that you have sought competent legal counsel regarding the Plan Asset Regulations and Interpretive Bulletin 75-2 and their potential application to the entity that you want your Account to CoVest with, prior to making your CoVestment decision.
You understand that you alone are responsible for making 100% of all self-directed co-vestment decisions.