Mukka Founding Investor Agreement

MUKKA FOUNDING INVESTOR LOAN AND PARTICIPATION AGREEMENT TERMS

These terms form part of the Mukka Founding Investor Agreement & Bank Transfer form completed and signed by the Investor via Jotform. By signing that form, the Investor agrees to these terms.

Important: Film, television and online content investment is high risk. No return is promised or guaranteed. These terms should be reviewed by an Australian lawyer before they are issued or relied on.

RAISE TARGET: AUD $50,000
CONTRIBUTION RANGE: AUD $1,000 to AUD $5,000
INCREMENT: AUD $500 only
INVESTOR POOL: Pro rata across founding investors
NON-MERCH RECEIPTS: 20% of Net Project Receipts until each cap is reached
MERCHANDISE: 20% of Net Merchandise Profits for 24 months, uncapped during that period

Commercial Summary

Wondership Entertainment Pty Ltd is raising up to AUD $50,000 to help develop and produce the first run of Mukka short episodes and associated launch material. Each founding investor may contribute a minimum of AUD $1,000 and a maximum of AUD $5,000. Contributions must be made in AUD $500 increments. The founding investor pool will receive 20% of Net Project Receipts from non-merchandise revenue until each investor has received up to twenty times their original Contribution. For example, an investor contributing AUD $5,000 may receive up to AUD $100,000 from non-merchandise Net Project Receipts, if sufficient revenue is generated. For 24 months from the first paid merchandise launch, the founding investor pool will also receive 20% of Net Merchandise Profits, distributed pro rata. This merchandise participation is uncapped during that 24-month period. Each founding investor will also receive one Mukka t-shirt or other Mukka merchandise item. Investors do not receive copyright, trade marks, characters, designs, concepts, voting rights, company shares or creative control.

Loan and Participation Agreement

This Agreement is between Wondership Entertainment Pty Ltd (Producer) and the person or entity identified in the online Jotform signing form (Investor).

Background

A. The Producer is developing Mukka, an Australian animated short-form comedy series and related materials.
B. The Producer intends to raise up to AUD $50,000 from a private circle of founding investors to support development, production, launch and related costs.
C. The Investor wishes to contribute the amount selected in the online Jotform signing form.
D. The parties intend the Contribution to be a high-risk, non-refundable development loan with contingent revenue participation only if the Project generates qualifying receipts.
E. The parties agree that all intellectual property in the Project remains with the Producer or its nominated project entity.

1. Contribution and Payment

1.1 The Investor agrees to pay the Contribution to the Producer by direct deposit.
1.2 The minimum Contribution is AUD $1,000.
1.3 The maximum Contribution accepted from any one Investor is AUD $5,000.
1.4 Contributions may only be made in AUD $500 increments.
1.5 The Producer may accept or reject any proposed Contribution at its discretion, including where the raise target has been reached or legal eligibility requirements are not satisfied.
1.6 Payment must be made to:
Account name: WONDERSHIP ENTERTAINMENT PTY LTD, BUSINESS EVERYDAY AC
Bank: NAB
BSB: 086-006
Account number: 432953403
Reference: Mukka - [Investor surname]

2. Nature of Contribution

2.1 The Contribution is non-refundable once accepted by the Producer, except where required by law or where the Producer decides not to proceed with the raise and returns funds at its discretion.
2.2 The Contribution is not a share subscription, managed investment interest, deposit account, debenture, guaranteed investment product or purchase of intellectual property.
2.3 The Contribution does not carry interest. The Investor's only potential financial return is the contingent revenue participation described in this agreement.
2.4 The Investor acknowledges that the Project may generate no revenue and the Investor may receive no repayment or return.

3. Use of Funds

The Producer may apply Contributions toward development, writing, animation, voice recording, editing, sound, music, artwork, design, legal and accounting costs, web and digital production, marketing, distribution materials, administration and any other Project-related costs reasonably determined by the Producer.

4. Founding Investor Pool

4.1 Each Investor participates in the founding investor pool in proportion to their accepted Contribution compared with the total accepted Contributions in the raise.
4.2 If the full AUD $50,000 is raised, an AUD $5,000 Contribution represents 10% of the founding investor pool.
4.3 If less than AUD $50,000 is raised and the Producer proceeds, each Investor's percentage will be calculated against the actual total accepted Contributions.

5. Non-Merchandise Revenue Participation

5.1 Subject to this agreement, the founding investor pool will receive 20% of Net Project Receipts from non-merchandise revenue sources.
5.2 Non-merchandise revenue may include YouTube revenue, licence fees, streamer or broadcaster commissions, distribution advances, sales, remake fees, spin-off fees and other Project exploitation income, after permitted deductions.
5.3 Each Investor receives their pro rata share of the founding investor pool entitlement until that Investor has received the applicable non-merchandise cap.

6. Non-Merchandise Cap

6.1 Each Investor's non-merchandise revenue participation is capped at twenty times their accepted Contribution.
6.2 An Investor contributing AUD $5,000 may therefore receive up to AUD $100,000 from non-merchandise Net Project Receipts, if sufficient receipts are available.
6.3 Once an Investor reaches their cap, that Investor will no longer participate in non-merchandise Net Project Receipts.

7. Merchandise Participation

7.1 For 24 months from the first paid public launch of Mukka merchandise, the founding investor pool will receive 20% of Net Merchandise Profits.
7.2 Net Merchandise Profits will be distributed to Investors pro rata according to their founding investor pool percentage.
7.3 Merchandise participation is uncapped during the 24-month merchandise period.
7.4 After the 24-month merchandise period ends, Investors will have no further entitlement to merchandise profits unless the Producer agrees otherwise in writing.

8. No Ownership or Control

8.1 The Investor receives no copyright, trade mark rights, character rights, design rights, format rights, company shares, voting rights, approval rights or creative control.
8.2 The Producer retains full control over the development, production, financing, exploitation, licensing, sale, adaptation and creative direction of the Project.
8.3 The Producer may enter into agreements with broadcasters, streamers, distributors, financiers, production companies, talent, merchandise partners and other third parties on terms it considers appropriate.

9. Project Entity or SPV

9.1 The parties acknowledge that the Producer may establish a separate Mukka special purpose vehicle if the raise target is achieved or if the Producer considers it commercially appropriate.
9.2 The Producer may assign or transfer the Project and this agreement to that SPV, provided the Investor's economic participation under this agreement is preserved in substance.
9.3 The Investor agrees to sign reasonable documents required to give effect to a transfer to the SPV.

10. Risk Acknowledgement

10.1 The Investor acknowledges that screen, online and merchandise projects are speculative and high risk.
10.2 The Project may not be completed, released, commissioned, monetised, sold or profitable.
10.3 No representation has been made that the Investor will recover their Contribution or receive any profit.
10.4 The Investor has had the opportunity to obtain independent legal, financial and taxation advice before contributing.

11. Investor Eligibility and Private Offer

11.1 The Investor warrants that their participation is lawful and that they are eligible to receive and accept this private offer under applicable Australian law.
11.2 The Investor acknowledges this is intended as a private funding circle and not a public fundraising campaign for securities or a managed investment product.
11.3 The Investor warrants that they are participating because of a personal connection, prior contact, professional connection, sophistication, experience or other lawful basis permitting the offer to be made privately.
11.4 The Producer may require further eligibility confirmations before accepting the Contribution.

12. Reporting

The Producer will provide reasonable updates to founding investors about the Project's progress, release, revenue and merchandise activity. The Producer is not required to provide commercially sensitive materials, confidential third-party agreements or information that would breach another obligation.

13. Accounting and Payments

13.1 Investor payments will be calculated after the Producer receives qualifying Net Project Receipts or Net Merchandise Profits.
13.2 Payments will be made within a reasonable period after receipt, calculation and reconciliation.
13.3 The Producer may withhold or delay payment where amounts are disputed, subject to third-party reporting, subject to withholding tax, or not yet received in cleared funds.
13.4 The Producer may deduct direct costs, platform fees, refunds, chargebacks, GST, taxes, commissions, collection costs, manufacturing costs, delivery costs and other reasonable Project-related expenses when calculating net amounts.

14. Tax

The Investor is responsible for their own tax advice and tax obligations arising from this agreement. The Producer does not give taxation advice.

15. Confidentiality

The Investor must keep confidential any non-public information provided about the Project, its financing, commercial terms, creative materials, revenue, third-party negotiations or business affairs, except where disclosure is required by law or approved by the Producer.

16. Assignment by Investor

The Investor may not assign, transfer, sell or otherwise deal with their rights under this agreement without the Producer's prior written consent.

17. Warranties

The Investor warrants that all information supplied to the Producer is true and accurate, that they have capacity to enter this agreement, that they can afford to lose the full Contribution, and that they have not relied on any promise of return.

18. Liability

To the maximum extent permitted by law, the Producer is not liable to the Investor for indirect, consequential or speculative loss. Nothing in this agreement limits liability that cannot lawfully be limited.

19. Governing Law

This agreement is governed by the laws of Western Australia. The parties submit to the non-exclusive jurisdiction of the courts of Western Australia and courts entitled to hear appeals from them.

20. Online Execution

The Investor signs and accepts these terms by completing the Mukka Founding Investor Agreement & Bank Transfer form in Jotform, selecting a Contribution amount, accepting the required acknowledgements, and applying their electronic signature. The Producer may countersign, confirm acceptance, or issue written confirmation after cleared funds are received.

Schedule 1 - Project Particulars

Project: Mukka
Current contracting entity: Wondership Entertainment Pty Ltd
Possible project entity: Mukka SPV, to be established if the raise target is achieved or otherwise considered appropriate
Raise target: AUD $50,000
Contribution range: AUD $1,000 minimum, AUD $5,000 maximum, in AUD $500 increments
Non-merchandise pool: 20% of Net Project Receipts
Non-merchandise cap: Twenty times each Investor's accepted Contribution
Merchandise pool: 20% of Net Merchandise Profits for 24 months from first paid merchandise launch, uncapped during that period
Investor reward: One Mukka t-shirt or other Mukka merchandise item
IP ownership: No Investor ownership of copyright, trade marks, characters, designs, concepts or other Project intellectual property

Schedule 2 - Worked Examples

Example A - full raise: If AUD $50,000 is raised and an Investor contributes AUD $5,000, that Investor holds 10% of the founding investor pool. If the Project generates AUD $200,000 in non-merchandise Net Project Receipts, the pool receives 20% of that amount, being AUD $40,000. The Investor receives 10% of the pool amount, being AUD $4,000, and continues to participate until their AUD $100,000 cap is reached or revenue stops.

Example B - partial raise: If AUD $25,000 is raised and an Investor contributes AUD $5,000, that Investor holds 20% of the founding investor pool. If the Project generates AUD $100,000 in non-merchandise Net Project Receipts, the pool receives AUD $20,000 and the Investor receives AUD $4,000.

Example C - merchandise: If Net Merchandise Profits during the 24-month merchandise period are AUD $60,000, the founding investor pool receives AUD $12,000. Each Investor receives their pro rata share based on their percentage of the founding investor pool. This merchandise participation is uncapped during the 24-month period.

Schedule 3 - Definitions

Contribution means the amount accepted from the Investor under this agreement.
Founding Investor Pool means all Investors accepted by the Producer as part of the initial Mukka private funding circle.
Gross Receipts means all amounts actually received by or on behalf of the Producer or SPV from exploitation of the Project.
Net Project Receipts means Gross Receipts from non-merchandise sources after deduction of taxes, GST, platform fees, commissions, distribution fees, refunds, chargebacks, collection costs, third-party participations and other direct Project-related expenses.
Net Merchandise Profits means gross merchandise income actually received after deduction of manufacturing, fulfilment, shipping, storage, refunds, chargebacks, payment fees, GST, taxes, commissions, licensing costs and other direct merchandise-related expenses.
Project means Mukka and related short episodes, formats, pilots, series, films, spin-offs, derivative works, online content and associated exploitation rights.
SPV means any special purpose company or project entity established for Mukka.

Schedule 4 - Investor Questionnaire and Risk Acknowledgement

The Investor confirms the following through the acknowledgement and signature fields in the Jotform signing form:
- I understand this is a high-risk screen and digital content investment and I may lose all money contributed.
- I can afford to lose the full amount of my Contribution.
- I have been encouraged to obtain independent legal, financial and tax advice.
- I understand no return, repayment, sale, commission, audience result or profit is promised.
- I understand I receive no copyright, trade marks, creative control, company shares or voting rights.
- I understand any payments depend on actual revenue received and calculated under this agreement.
- I understand this is intended as a private funding circle and not a public investment offer.
- I confirm the information I provide to the Producer is true and accurate.