I. Contribution. I/we the undersigned donor(s) (the "Donor(s)") hereby irrevocably gives cash or cash equivalents to Significant Matters, a charitable organization described in sections 501(c3) and 509(a1) of the Internal Revenue Code to be used solely for the purposes of the SAT Catalyst Fund LLC, a Kansas limited liability company ("SAT Catalyst Fund") whose sole member is Significant Matters. The Donor(s) understand that this is an irrevocable gift, which will be added to a Program Related Invest (PRI) Fund, named Designated PRI Account (hereafter referred to as "the Account") and maintained by SAT Catalyst Fund, subject to its governing documents and bylaws. SAT Catalyst Fund may also receive additional contributions of cash or cash equivalents from the Donor(s) to add to this Account, all subject to this Agreement. The Account will be used to invest in certain investment initiatives and the proceeds from the Account shall be available to re-invest in future opportunities supported by the SAT Catalyst Fund. The Beneficiary Charity of this Fund will be Significant Matters or a qualified nonprofit charity identified in Attachment A ("Beneficiary Charity"), provided such Beneficiary Charity remains a qualified nonprofit charity eligible to receive distributions from SAT Catalyst Fund or a successor as provided in the Terms and Conditions.
II. Administration. Your Account will be effective immediately, subject to subsequent review by SAT Catalyst Fund manager, and will be administered in accordance with the normal and customary policies for Funds of SAT Catalyst Fund. Unless otherwise specified in writing and agreed to by SAT Catalyst Fund, the first Donor listed below signing this Agreement shall be considered the "Donor of Record" who is entitled to receive official notices and reports related to the Fund.
III. Advisors. The individuals on the application are appointed to serve as Advisors to the Account. If there are no Advisors identified, the Donor will serve as the Advisor. If at any time there is more than one Advisor to the Account, the Advisors will appoint a designee and all communications to and from SAT Catalyst Fund will be through the designee. If there is no designee appointed, the designee will be the first Advisor listed.
The Donor may remove or replace an Advisor to their Account at any time by notice to SAT Catalyst Fund. Any replacement is subject to SAT Catalyst Fund's review, verification, and approval. SAT Catalyst Fund may remove or suspend any Advisory rights of an Advisor at any time. If at any time the Fund ceases to have any Advisors, the Donor may identify replacement Advisor(s) If no replacement is identified within thirty days then SAT Catalyst Fund shall assume the role of Advisor with respect to the Account and its assets will be invested and used for general charitable purposes consistent with SAT Catalyst Fund's and Significant Matters' charitable purpose and mission statement.
IV. Representations of Signers. If any of the undersigned is/are an entity, then the person signing this Account Agreement on behalf of an entity individually represents and warrants that (i) he or she and such entity has full power and authority to execute and deliver this Agreement and (ii) the obligations of such entity under this Agreement are valid and enforceable against such entity.
V. Consultation with Counsel; No Construction Against Preparer. Donor acknowledges, represents and warrants that (i) SAT Catalyst Fund recommends that Donor engage independent legal, financial, and tax counsel to review and advise each with regard to execution of this Agreement and making any gift described herein, and SAT Catalyst Fund imposes no time by which Donor must execute this Agreement, (ii) neither SAT Catalyst Fund nor any of its employees or agents have provided any legal, financial, tax, or other professional advice to either for the reliance of either, and (iii) Donor is not relying upon any statements made by SAT Catalyst Fund or any of its employees or agents in deciding to enter into this Agreement or make the gift. The parties agree that no provision of this Agreement is to be construed against or interpreted to the disadvantage of any party by any arbitrator, court or other governmentalor judicial authority, or other adjudicator by reason of such party having or being deemed to have prepared or imposed such provision.
VI. SAT Catalyst Fund Terms and Conditions. The SAT Catalyst Application and the SAT Catalyst Fund Terms and Conditions, available at https://satcatalyst.com/wp-content/uploads/2023/06/SCF_Terms-and-Conditions22.03.02.pdf are hereby incorporated into this Agreement as if fully set forth herein, subject to amendment and modification of such Terms and Conditions as provided therein. The Terms and Conditions include limitations of liability, disclaimers of warranties, details regarding administration, fees, investment, and distributions from their Fund, dispute resolution restrictions and other important terms and conditions that govern each party's relationship with SAT Catalyst Fund.