3Sixty6 Media — Investor Rights & Limitations
Regulation D & Regulation Crowdfunding (Reg CF) Tokenized Equity Certificates (ERC-1155) & ERC-20 Shares
1. Investor Rights
1.1 Equity Ownership Rights
By holding ERC-1155 Equity Certificates or ERC-20 Equity Shares, you are entitled to:
- Ownership: Ownership of 1,000 shares of 3Sixty6 Media Common Stock per certificate.
- Conversion Rights: The ability to burn ERC-1155 Certificates to unlock ERC-20 Equity Shares after the lock-up period expires.
- Transfer Rights: The right to transfer your ERC-1155 Certificates or ERC-20 Shares to whitelisted wallets after the lock-up period, subject to the Corporate Transfer Fee.
1.2 Access to Investor Dashboard
You will have access to the 3Sixty6 Media Investor Dashboard, where you can:
- View your ERC-1155 Certificate balance and ERC-20 Shares.
- Monitor the lock-up countdown for your certificates.
- Track corporate updates, including financial reports and milestones.
- Initiate certificate burns (post-lock-up) to convert to ERC-20 Shares.
- Request transfers (post-lock-up) to whitelisted wallets.
1.3 Information Rights
You are entitled to receive:
- Quarterly updates on 3Sixty6 Media’s financial performance and operational milestones.
- Annual reports summarizing the company’s growth, challenges, and strategic direction.
- Ad-hoc notifications for material events (e.g., lock-up expirations, corporate actions).
2. Investor Limitations
2.1 Lock-Up Periods
Your ability to transfer or convert your ERC-1155 Certificates is restricted by the following lock-up periods:
| Regulation | Investor Type | Lock-Up Period | Notes |
|---|---|---|---|
| Regulation D | Accredited Investors | 6 months | Default period for Reg D investors. |
| Regulation Crowdfunding | Retail Investors | 12 months | Default period for Reg CF investors. |
During the lock-up period, you may NOT:
- Transfer, sell, or gift your ERC-1155 Certificates.
- Convert ERC-1155 Certificates to ERC-20 Shares.
- Subdivide or fractionally transfer your certificates.
2.2 Transfer Restrictions
Even after the lock-up period expires, all transfers of ERC-1155 Certificates or ERC-20 Shares are subject to the following restrictions:
- Whitelisting Requirement: Both the sender and recipient wallets must be whitelisted by 3Sixty6 Media.
- Company Approval: All transfers require explicit approval from 3Sixty6 Media.
- Corporate Transfer Fee: A 5–20% fee applies to all transfers and must be paid before approval.
2.3 No Public Market
- There is no public market for 3Sixty6 Media’s ERC-1155 Certificates or ERC-20 Shares.
- Secondary liquidity is limited to private transfers between whitelisted wallets.
- 3Sixty6 Media does not guarantee future liquidity or trading opportunities.
2.4 No Voting Rights (Unless Granted)
- Your ERC-1155 Certificates or ERC-20 Shares do not confer voting rights unless explicitly granted in a future corporate action.
- 3Sixty6 Media reserves the right to issue voting or non-voting equity at its discretion.
3. Investor Obligations
3.1 Compliance Obligations
As an investor, you are obligated to:
- Maintain a whitelisted wallet for the duration of your ownership.
- Update your KYC/AML information if requested by 3Sixty6 Media.
- Bear the risk of your investment, including the possibility of losing your entire investment.
- Follow all transfer controls, including lock-up periods and whitelisting requirements.
- Not attempt to circumvent the lock-up or transfer rules (e.g., by transferring to unwhitelisted wallets).
3.2 Tax Obligations
You are solely responsible for all tax obligations arising from your investment, including:
- Capital gains tax (if applicable).
- Income tax on dividends (if distributed).
- Reporting requirements in your jurisdiction (e.g., IRS Form 8949 for U.S. investors).
Consult your tax advisor for guidance on reporting your investment.
4. Company Rights
4.1 Transfer Approval
3Sixty6 Media reserves the right to:
- Approve or reject any transfer of ERC-1155 Certificates or ERC-20 Shares.
- Freeze transfers for non-compliance with KYC/AML or whitelisting requirements.
4.2 Lock-Up Enforcement
- The Company will strictly enforce lock-up periods and transfer restrictions.
- Any attempt to transfer or convert certificates before the lock-up expires will be automatically rejected by the smart contract.
4.3 Smart Contract Upgrades
3Sixty6 Media may upgrade the smart contract to:
- Fix bugs or vulnerabilities.
- Adjust compliance controls.
- Improve functionality (e.g., dashboard integrations).
Upgrades will not alter the core terms of your investment (e.g., lock-up periods, transfer fees).
4.4 Corporate Actions
- The Company may take corporate actions (e.g., mergers, acquisitions, or equity restructuring) that could affect your investment.
- You will be notified of any material events via the Investor Dashboard or email.
5. Acknowledgment of Risks
By investing in 3Sixty6 Media’s tokenized equity, you acknowledge and accept the following risks:
5.1 Investment Risks
- Loss of Capital: You may lose all or part of your investment.
- Illiquidity: There is no guarantee of liquidity for your ERC-1155 Certificates or ERC-20 Shares.
- Volatility: The value of your investment may fluctuate based on market conditions.
5.2 Blockchain Risks
- Smart Contract Risks: Bugs or vulnerabilities in the smart contract could affect your ability to transfer or convert certificates.
- Wallet Risks: Loss of your private keys or wallet access may result in irreversible loss of your certificates.
- Regulatory Risks: Changes in blockchain or securities regulations could impact the legality or transferability of your investment.
5.3 Corporate Risks
- Business Risks: 3Sixty6 Media is an early-stage company with inherent risks (e.g., competition, market adoption).
- Dilution: Future fundraising rounds may dilute your ownership percentage.
- No Dividends: The Company does not guarantee dividends or distributions.
6. Contact Information
For questions about your investment, contact: