Joint Venture Equity Partnership Agreement
  • ReeBike Mobility Solutions Ltd.

    ReeBike Mobility Solutions Ltd.

    "Monetizing the e-Mobility Economy"
  • Joint Venture Equity Participant Agreement

    Please complete this form to formalize your participation in one of our Joint Venture Ownership Pools as selected below. Be sure to review the terms and conditions, specify your contributions, define the payout methodology, and then choose how you wish to submit your initial deposit and / or final installment.
  • This JVEP Agreement is*
  • Date of Previous Agreement
     - -
  • Joint Venture Equity Participant (JVEP) Information

    Please provide your full legal name and contact details.
  • This binding offer to contract is made between the company, ReeBike Mobility Solutions Ltd., and the following named Person or Entity listed below, and is subject to the terms and conditions contained herein.

  • Format: (000) 000-0000.
  • Who will be the legally recognized Joint Venture Equity Participant (JVEP) Royalty Unit (RU) holder (e.g. investor) in this project? Select an option from the list below.

    Note: All tax-related income statements will be prepared on behalf of this entity. Tax ID information will gathered at a future date.

  • I am making this purchase of Joint Venture Ownership Pool Royalty Unit(s) as or on behalf of:*
  • Please provide the legal address for the entity you listed above. 

  • Capital Contribution Details

    Indicate your intended capital contribution amount to the Joint Venture Ownership Pool (JVOP) selected.
  • Option Royalty Income Donation Allocation

    Each JVEP has the option to allocate 1-100% of their earned royalties to a designated cause or Charity of their choosing by so indicating below.
  • Do you wish to pre-designate any amount of your earned royalties to a worthy cause at this time?*
  • Royalty Income Allocation Methodology

    Please read each condition carefully and acknowledge that you understand and agree to each clause as stated.
    1. Gross Royalties earned by the Joint Venture Ownership Pool (JVOP) are based at the rate of 35% of the Gross Revenue earned by the JVOP less any allowed deductions for upstream third-party platform listing and credit card processing fees of up to 20%. Should such fees be reduced or eliminated, Gross Royalties available to the JVOP will increase.
    2. Royalty calculations are calculated monthly by the JVOP Manager and reported to the JVEP's through established methods (e.g. by website reporting to a private members-only area unique to each JVOP).
    3. Royalty payments are calculated and paid quarterly within 30 days after the end of each quarter.
    4. Disbursements will be paid by e-transfer to the JVEP email provided on this form.
    5. The equipment purchased with the JVEP's capital contributions will be owned exclusively by the JVOP and no community interest in the property is reserved to the JVEP, nor is any right granted to exercise management control over the JVOP.
    6. The ONLY entitlement owed to the JVEP is a prorated share of the Gross Royalties received by the JVOP based on the number of RU's issued to the JVEP relative to the total RU's in the JVOP as calculated at the start of each month. (e.g. RU's/n where n=total RU's issued to all JVEP's in the JVOP. In a pool of 100 RU's, each RU=1/100 or 1% of the Gross Royalties received).
  • JVOP, Equipment Lifespan, and JVOP Exit Strategy

    Please read each condition carefully and acknowledge that you understand and agree to each clause as stated.
    1. The expected operational lifespan of the equipment in the JVOP is estimated to be 3-5 years depending on the condition of the equipment. E-bikes are expected to last about 10 years and batteries 3-5 years under typical operating conditions. We intend to sell the used bikes and replace them with new equipment to maintain high quality inventory in each JVOP and to maximize the return on capital.
    2. The used equipment will be offered for sale at an estimated asking price of $500 - $1000 per e-bike, depending on the model being offered for sale and the condition of each unit.
    3. Beginning as early as the end of year 3 of the JVOP but no later than the end of year 5, the Manager must make the decision to either dissolve the JVOP or continue the operation. The operational decision rests entirely with the Manager unless a supermajority of 75% of the RU holders vote in favor of dissolution of the JVOP (wherein each RU held counts as 1 vote) at which time the JVOP Manager shall wind down the JVOP.
    4. Based on the option chosen, the JVOP status will be changed to either "Pending Dissolution" or “Pending Continuation”.
    5. If the JVOP Manager elects to Dissolve the JVOP it will sell the used equipment on a best-efforts basis and then disburse the net equipment sales proceeds to the JVEP’s on a prorated basis as determined by the relative outstanding RU's owned by each JVEP. Once all proceeds have been disbursed, the JVOP will be dissolved.
    6. If the JVOP Manager elects to Continue operations, it will sell the used equipment on a best-efforts basis and then create and deposit the proceeds into a new JVOP. The manager will calculate the proportionate share of the proceeds to allocate to each JVEP in the new JVOP and then cancel all outstanding RU’s in the original JVOP. Fractional RU’s in the new JVOP will be issued based on the net sales proceeds from the original JVOP received by the new JVOP.
    7. The Manager will raise capital for the new JVOP through additional RU sales sufficient to purchase the required quantity of new equipment. It will use the net sales proceeds from the original JVOP and the funds raised from the sale of the new RU’s to order the new equipment.
    8. JVEP's retain a "Right of First Refusal" to purchase the used equipment from the original JVOP as stated in clause B. If exercised, the sales proceeds are reinvested into the new JVOP to purchase new equipment. JVEP’s will receive 0.25 new RU's in the new JVOP for each used bike they purchase from the original JVOP.
    9. JVEP’s have a "Right of First Refusal" to purchase additional fractional RU’s in the new JVOP to bring the JVEP's ownership back to a whole number of RU’s. JVEP’s have the further option to purchase as many additional RU’s as they choose, on a first-come, first-served basis, to the limit of the new JVOP’s inventory requirement.
    10. If the repurchase of used inventory from the original JVOP is not fully subscribed to by the JVEP's, the remaining equipment will be auctioned off to the general public at the highest price possible and the proceeds returned to the appropriate JVOP under either scenario described and will be disbursed accordingly.
  • Joint Venture Risk Acknowledgement

    Acknowledge your understanding of the risks involved in this joint venture.
    1. As with any business, Joint Ventures (JV) also come with risks of failure, up to and including total loss of capital.

    2. The idea of the JV is to spread the risk around many Joint Venture Equity Participants (JVEP) to minimize the loss to any one participant.

    3. The Joint Venture Ownership Pool (JVOP) is a managed pool of capital collected from numerous JVEP's that is designed to further spread the risk of underperforming assets (in this case the rental of e-bikes to local residents and tourists within a predefined operating theatre). The rental frequency of each particular e-bike is shared prorata by each JVEP thereby spreading the revenue for all bikes equally amongst all JVEP's and thus minimizing risk and maximizing the potential reward.

    4. JVEP's assume no liability in the JVOP operation since they are limited only to receiving the benefit of equity payouts from the JVOP's net rental receipts.

    5. JVEP's have no ownership in the equity of or legal title to the equipment owned by the JVOP.

    6. JVEP's have no control over the day-to-day operation of the JVOP.

    7. JVEP's may assume various roles in the JVOP as independent marketers, advertisers, promotors, maintenance technicians, bike managers, hoteliers, retail ChargePoint operators, etc.. These roles can be either gratuitous for the benefit of the JVOP or for profit where contracted by way of a separate operational agreement. 
       

  • Terms and Conditions Agreement

    Please review and accept the terms and conditions of this joint venture participation opportunity.
    1. JVEP's agree to make a non-refundable deposit of $500 per RU when subscribing to the JVOP of their choice. These funds will be used by the JVOP Manager to initiate various start-up costs needed to launch the JVOP regardless of whether or not the JV is successfully launched.
    2. Once the minimum number of JVOP RU's has been subscribed to as determined by the JVOP Manager, the JVOP Manager will notify each RU holder of the need to pay the balance of the RU within 5 days.
    3. Once all funds have been collected, the JVOP Manager will proceed to place the order for the number of e-bikes represented by the RU's subscribed to at the rate of one e-bike per RU. 
    4. Failure to complete the RU purchase by the JVEP within 5 days will constitute the forfeiture of the deposit and allow for other JVEP's to subscribe to the RU allocation. 
    5. Should the minimum number of RU's needed to fill an order not be reached within a reasonable time as determined solely by the JVOP Manager, it may at its discretion and in increasing order of severity:
      1. proceed with the order for a smaller number of units with a higher per unit shipping cost,
      2. seek additional RU purchases from the current JVEP's in the JVOP,
      3. delay the launch until additional RU's are subscribed to by other JVEP's, or
      4. cancel the launch of the JVOP for lack of capital funding and return all monies to the JVEP less the non-refundable deposits.
    6. Should the JVOP manager deem it necessary for the good of the JVOP, the manager may allocate some or all of the equipment to a new or existing operating theatre or jurisdiction to maximize the returns to the JVEP's.
    7. The JVOP manager may choose to extend the seasonal operational schedule at its discretion to maximize JVOP returns for the benefit of the JVEP's. 
    8. The JVOP manager will NOT commingle the JVOP's equipment with other JVOP's without proper written notification to the JVEP's of each affected JVOP who may collectively vote on the proposed action at the rate of one vote per RU held. A majority vote will be required to proceed with comminglement. A subsequent prorated equity reallocation calculation will be made and communicated to all affected JVEP's to inform each of its new allocation in the combined JVOP.
    9. Each JVEP acknowledges that he/she/it is NOT merely a passive "investor" in the JVOP but is both contributing capital and serving as an "active" participant in the project. A minimum level of weekly activity is required to maintain this status. Such activity can include but is not limited to:
      1. posting on personal and/or business social media accounts
      2. telephone, in-person, or email promotional messaging about the business
      3. display and utilization of a unique personalized custom QR code and discount code provided by the JVOP manager to track commissionable referral rentals and sales generated within the JVOP
      4. hosting of informational seminars and webinars
      5. retail marketing within a bricks and mortal location
      6. participation in community bike rides and demo events,
      7. assisting with demo days by manning shifts in our retail, mobile, or fixed kiosk locations,
      8. and any other JVEP-generated activities not specifically listed that could benefit the overall brand and project.
  • Payment

    Please tell us how you will be making your payments.
  • I shall make my initial non-refundable deposit and final installment(s) payable to REEBIKE MOBILITY SOLUTIONS LTD.  using the following method:

  • Payment Method:
  • Credit Card Payment

    Submit your capital contribution securely by credit card via our Square account. Please note that a credit card processing fee of 3% will be added to the transaction.
  • Credit Card Order - My JVOP

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      Joint Venture Ownership Pool Royalty Unit

      The Initial Deposit is a Non-Refundable Capital Contribution required to join the joint venture. The Final Installment is the balance owed on the Royalty Unit purchase. You may choose to pay for both now. NOTE: a 3% credit card processing fee has been added to the purchase amount. Chose another payment option to avoid this fee.

      $788 CAD$788CAD
        
      Total
      $0.00 CAD$0.00CAD

      Credit Card

    • E-transfer Information

      To send your payments by e-transfer, we can accept unlimited deposits to our account. Beware that your financial institution may have limitations on e-transfers of typically up to $10,000 per day in e-transfers. For larger amounts, simply send the total payment in batches over several days.

       

      In the comments field of your e-transfer interface, please add the following details: the number of Royalty Units (RU's) and the JVOP you are subscribing to. For example, "5 RU's in JVOP-1". We do have autodeposit set-up so your transfer should happen automatically. If asked to supply a security question, please let us know the answer to the question at the same email. 

       

      Please send e-transfers to the following relevant JVOP email:

      jvop-1@reebike.ca

       

      If the chosen JVOP is not listed, please send your e-transfer to our general email.

      rbc@reebike.ca

       

    • Wire Transfer Information

      To send your payments by wire transfer, we can accept unlimited deposits to our account. Beware that your financial institution may have daily, weekly, or monthly limitations on wire transfers; check with them for any relevant restrictions. All banks charge the sender and often the receiver a fee to send a wire transfer. If given the option, please choose to pay both fees as the sender. If not, RBC charges us a $17 fee to receive your wire transfer. You will need to include this charge in each wire transfer you send or we will need to invoice you separately for the wire receive fee. 

       

      Send payments to the following account:

       

      REEBIKE MOBILITY SOLUTIONS LTD.

       

      Royal Bank of Canada

      2215 4th St SW, CALGARY, AB

       

      Transit Number 04508

      Institution Number 003

      Account Number 1004126

       

    • Cash Payments

      We can accept cash deposits at our bank of up to $10,000 per transaction. Our financial institution charges us $2.50 per $1000 to handle cash deposits. Please include this deposit fee with your payment to cover the bank fees we will incur. For example, a $10,000 deposit would incur a fee of $25. To avoid this fee, we recommend making your payment by e-transfer.

    • Referral Commission

      You have the option of having us apply any unpaid referral commissions that you have previously earned to your RU acquisition. If the balance is insufficient to cover the desired allocation, you will need to top off the balance with another payment method as well. In that case, choose the Other option to advise us how the total payments will be split.

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