THIS EQUITY ALLOCATION AGREEMENT is made and entered into as of the date of last signature below (the "Effective Date"), by and among the undersigned parties (collectively, the "Parties").
Summary
This summary outlines the Parties involved and references additional pages for the full contract, supporting legal documents, and a platform overview.
The Parties to this Agreement are:
Total Allocated Equity: —
Founder: Ruel McNeil (50%)
Team Member 1: Ineiko McBean (10%)
Team Member 2: Shaquille Simpson (10%)
Team Member 3: Darren Downer (10%)
Team Member 4: Shaquille Murray (10%)
Team Member 5: Tyena Stewart (5%)
Important: The following signature page captures consent to the equity allocation described herein. See subsequent pages for the full contract text and additional legal information.
Signature Page
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
Ruel McNeil
Founder • 50%
Date:
Ineiko McBean
Team Member • 10%
Date:
Shaquille Simpson
Team Member • 10%
Date:
Darren Downer
Team Member • 10%
Date:
Shaquille Murray
Team Member • 10%
Date:
Tyena Stewart
Team Member • 5%
Date:
Signing Instructions
1. Type your full legal name in the text field
2. Draw your signature using mouse or touch
3. Click "Save Signature" to timestamp and securely store
4. Once all parties have signed, download the final PDF
GOATMOUTH
Limited Liability Company
Full Contract
Formation and Purpose: GoatMouth LLC (the "Company") was formed as a limited liability company under the laws of Jamaica. Its purpose is to develop and operate a web-based prediction market platform known as GOATMOUTH and to engage in any other lawful activities permitted to a limited liability company
[Source].
The Company’s principal place of business is Spanish Town, Saint Catherine Parish, Jamaica.
Membership Interests and Capital Contributions: Ownership of the Company is divided into membership interests (units) that represent each member’s economic and management rights
[Source].
Initial membership interests are issued at the time of formation to the undersigned members. The Founder, Ruel McNeil, is issued fifty percent (50%) of the membership units. Each Team Member— Ineiko McBean, Shaquille Simpson, Darren Downer, and Shaquille Murray—will receive ten percent (10%) of the membership units upon completion of a significant contribution such as an initial project, delivery of functional code, or financial investment. Tyena Stewart will receive five percent (5%) of the membership units upon completion of a significant contribution such as an initial project, delivery of functional code, or financial investment. The remaining five percent (5%) of membership units constitute a contribution pool to be allocated among members based on future capital contributions or other efforts that add demonstrable value to the Company. Each member will maintain a capital account reflecting the value of their contributions
[Source].
Management and Voting: The Company shall be managed by its members. The Founder shall act as the initial managing member with authority to conduct the day-to-day business of the Company subject to the approval rights described herein. Each member holds voting rights proportional to their membership units for matters not otherwise requiring unanimous consent. Unanimous consent of all members is required for amendments to this Agreement or the operating agreement, the issuance of new membership units, admitting new members, extraordinary expenditures, dissolution or sale of all or substantially all of the Company's assets
[Source].
Allocations and Distributions: Profits, losses and distributions shall be allocated among the members in proportion to their membership units, unless otherwise agreed in writing
[Source].
Members acknowledge that allocations may differ from their ownership percentage to reflect capital contributions or agreements approved by a majority of the membership interests
[Source]. Each member will be responsible for any taxes associated with their share of profits or losses.
Additional Capital Contributions: No member shall be required to make additional capital contributions. However, if the Company determines that additional capital is needed, members may make voluntary contributions. Such contributions will increase the contributing member’s capital account and may result in the issuance of additional membership units from the contribution pool upon approval by members holding a majority of the units
[Source].
Transfer of Membership Interests: A member may not transfer or encumber their membership interests without the prior written consent of members holding at least a majority of the membership units. The Company and the non-transferring members will have a right of first refusal to purchase any interest proposed to be transferred on the same terms offered to a third party. Any transfer in violation of this provision shall be void. Upon an approved transfer, the transferee shall agree in writing to be bound by this Agreement and the operating agreement
[Source 1][Source 2].
Buyout Events: Upon the death, disability, bankruptcy, resignation or termination for cause of a member, the Company shall have the option to repurchase that member’s interest at a price determined by the fair market value of the units, as agreed by the remaining members or determined by an independent appraiser.
Payment terms may be structured over time to avoid undue hardship on the Company
[Source].
Dispute Resolution: Members agree to attempt in good faith to resolve any disputes arising under this Agreement through informal negotiation. If the dispute cannot be resolved within thirty (30) days, the members shall submit the matter to binding arbitration in Jamaica under the rules of the Jamaican Arbitration Association. The decision of the arbitrator(s) shall be final and binding. Judgment upon the award may be entered in any court having jurisdiction.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Jamaica, without regard to its conflict of law principles.
Entire Agreement: This Agreement, together with the Company’s operating agreement and any written consents of the members, constitutes the entire agreement among the members with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings.
GOATMOUTH
Limited Liability Company
Additional Legal Documents
The Parties may also execute ancillary agreements to support this Equity Allocation Agreement. These documents may include:
Confidentiality and Intellectual Property Assignment Agreement – obligating each member and employee to protect confidential information and assigning ownership of any intellectual property they develop for the Company.
Non-compete and Non-solicitation Agreement – restricting members and key employees from competing with the Company or soliciting its clients or employees for a specified period.
Buy–Sell Agreement – establishing procedures and pricing formulas for the repurchase of a member’s interest upon triggering events such as death, disability, resignation, termination, bankruptcy, or insolvency.
Capital Contribution Schedule – documenting the initial and any subsequent capital contributions of each member and the resulting adjustments to their capital accounts and membership units.
Anti-dilution and Pre-emptive Rights Provisions – preserving existing members’ percentage ownership when new membership interests are issued.
Proxy and Voting Agreement – outlining procedures for proxy voting, supermajority votes, and classes of membership interests with different voting rights.
Amendment to Operating Agreement – providing the mechanism by which the operating agreement and this Equity Allocation Agreement may be amended, typically requiring unanimous or supermajority consent.
These documents should be drafted with the assistance of qualified legal counsel and tailored to the specific circumstances of GoatMouth LLC. Each ancillary agreement is intended to supplement the terms of this Equity Allocation Agreement and the Company’s operating agreement.
GOATMOUTH
Limited Liability Company
Platform Overview
Overview
GOATMOUTH is a web-based prediction market built specifically for Jamaicans. Users make predictions on real-world events including local news, politics, sports, culture, and trends. Markets resolve based on real outcomes.
Technology
The platform uses a lightweight technology stack with no frameworks or blockchain dependencies:
HTML
CSS
JavaScript
Supabase (for backend services such as data storage and authentication)
Payments
Planned payment integrations include:
Lynk
WiPay
Cryptocurrency
All payments are designed to support Jamaican users first.
Status
GOATMOUTH is currently under active development.
Disclaimer
GOATMOUTH is a prediction platform and does not provide financial or investment advice.
GOATMOUTH
Limited Liability Company
Final Signature Summary
This page summarizes the executed signatures of all parties.
