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invested was started to connect great companies and funds with a growing number of mission-aligned investors. Finding IMPACT investments that make a difference and a return should not be difficult but historically it has been.

That’s where invested comes in. Based on our market knowledge and experience, we screen investment opportunities and select only the top candidates. You don’t have to look a hundreds deals to pick one to invest in. We’ve already done that.

invested is managed and owned by Watershed Capital Group. Watershed Capital Group has partnered with Intellivest Securities, Inc., a registered broker-dealer and member of FINRA. Watershed Capital Group operates the website and securities are offered through Intellivest. The securities offered in the companies and funds listed on invested are under under Rule 506 of Regulation D through Intellivest.

In the offline world, Watershed Capital assists growth companies raise capital and perform mergers and acquisitions. Watershed typically assists in raises greater than $5 mm. Watershed Capital started invested because it sees high quality, sustainable and impact companies looking to raise $1 mm to $3mm.

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http://www.watershedcapital.com/

http://www.intellivestsecurities.com/

http://www.intellivestsecurities.com/

Team

Michael Whelchel - Co-Founder & Partner

Michael has sixteen years experience financing, acquiring, selling, growing, and operating small and middle market companies. His experience has included start-ups and later-stage companies in a range of industries. He has played key roles in the early stages of two investment firms both focused on middle market companies. In these roles, he has managed the full investment process including sourcing, deal structure, due diligence, negotiations, financing, portfolio management, sales on the exit, and fund raising.

He received his BA summa cum laude, Phi Beta Kappa from the University of the South in Sewanee, TN and received a joint MBA and MEM (Master of Engineering Management) from the Kellogg School of Management, Northwestern University. Michael is a board member of SJF Institute and is a member of the Social Venture Network, Investors Circle, Net Impact, and US Green Building Council.

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mailto:[email protected]


http://www.linkedin.com/in/michaelwhelchel

Team

Shawn Lesser - Co-Founder & Partner

Shawn has over sixteen years experience in international equity sales with a focus on Europe. Prior to co-founding Watershed Capital Group, Shawn founded the investment bank, Sustainable World Capital, which assists cleantech companies raise capital from European institutional investors. Shawn has been Co-Head and Managing Director of the international equity teams at Morgan Keegan and at NBA Deutsche Bank.

He received his BS in Finance from Syracuse University. Shawn has traveled extensively in Europe and is conversational in both German and Spanish. He is co-founder of the non-profit the Global Cleantech Cluster Association which is committed to the global commercialization of the best-in-class clean technologies. He is an advisor for CleantechKorea and writes for various cleantech publications and is known as the David Letterman of Cleantech for his "Top 10" series.

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http://www.globalcleantech.org/

http://www.globalcleantech.org/

http://www.linkedin.com/in/sustainableworldcapital

TeamDan Kolber, President of Intellivest Securities, Inc. (Broker Dealer)

Dan started his legal career with a major Wall Street law firm in New York City. Also, he has co-founded and served as chief operating officer of a regional airline, and founded and served as chief executive officer of several securities firms and investment advisory firms in addition to Intellivest Securities, Inc. and Intellivest Securities Research, Inc. He has been credited by Inc. Magazine and the Wall St. Journal with designing the zero coupon convertible note for use in the private sector. He has been featured in a book published by Inc. Magazine profiling his creative use of this instrument.

He holds the following securities licenses: General Securities Principal (Series 24), Financial and Operations Principal (Series 27), Municipal Securities Principal (Series 53), Registered Options Principal (Series 4), Research Principal (Series 87), Investment Banker (Series 79) and Registered Investment Advisor (Series 65).

His education is as follows: New York University School of Law, Ll.M., 1981; University of Virginia School of Law, J.D., 1978; and Boston University, B.A., 1975, magna cum laude. He is an active member of the following bars: Virginia (1978); Florida (1978); New York (1979) and Georgia (1985). Dan Kolber has the "AV" rating by Martindale-Hubbell, its highest ranking for lawyers.

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http://www.linkedin.com/pub/daniel-kolber/8/372/884

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Company Offerings

News Feedinvested

Invested$560,000Target

Kiju Nothing but nature

$1,000,000

100% organic fruit juice serving the Canadian market

Over $4 mm in sales, 35% CAGR growth over last 5 years

20% market share of in organic juices

Mike Kelley Kitchener, Ontario

Investors10

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Investors

Vital Farms A Better Egg

Matt O'Hayer Austin, TX

Pasture-raised eggs raised in ethically and environmentally responsible way

Founded 2009, 100% CAGR growth since inception

Founder has started 12 companies, 7 of which in Inc 5000

$300,000$1,500,000

4




News Feedinvested

Invested

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Investors

Ecotrust Forests II

Bettina Von Hagen Portland, OR

Pt 1 Pt 2 Pt 3 Pt 4

$55,000,000$75,000,000

40

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SJF Ventures III

David Kirkpatrick Durham, NC

Pt 1 Pt 2 Pt 3 Pt 4

$55,000,000$75,000,000

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Evaluate. On the invested site, you are able to review the pre-screened companies and funds. Key information need to make an investment decision is given on each deal. You can also set up a call or meeting with the company or fund manager.

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3Improve. We have over 100 combined years of experience assisting entrepreneurs scale their companies. In the process of working with you, we’ll help you focus and sharpen your story & materials.

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Company Criteria Revenues of greater than $ 1 mm in last 12 month period Demonstrated business model with strong financial profile Based in the US or Canada Compelling environmental and/or social returns Experienced management Good growth story

4Grow. In the offline world, we raise capital for companies that are scaling to the next level. In starting a relationship now, we can add value as you grow your company to the next level.


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Terms of useSummaryThese Terms of Use ("Agreement") should be read carefully before using the services offered by CircleUp Network Inc. and those of its subsidiaries and affiliates, including Fundme Securities LLC (collectively "CircleUp"), or accessing the websites of CircleUp or those of its subsidiaries and affiliates. This Agreement sets forth the legally binding terms and conditions for your use of the website at www.circleup.com (the "Site") and the services owned and operated by CircleUp (collectively with the Site, the "Service"). By using the Site or Service in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by CircleUp from time to time on the Site, each of which is incorporated by reference and each of which may be updated by CircleUp from time to time without notice to you.Your use of the Site is governed by the version of this Agreement in effect on the date of use. CircleUp may modify this Agreement at any time and without prior notice. Your continued use of and access to the CircleUp Site constitutes your acknowledgement of, and agreement to, the then current Terms of Use and to having reviewed the most current version of the Terms of Use. Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and CircleUp, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with CircleUp, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all the terms of this Agreement and/or CircleUp’s Privacy Policy, you are not eligible to participate in CircleUp's Service or otherwise use this Site. This Agreement applies to all users of the Site or Service, including entrepreneurs ("Issuers") and Accredited Investors, as defined by SEC Regulation D Rule 501 ("Investors"), who in any way use the Site or Service provided by CircleUp (in each case, a "User").CircleUp reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and CircleUp does not undertake any obligation or responsibility to update or amend any such information. CircleUp may discontinue or change any product or service described in or offered on the CircleUp Site at any time. CircleUp further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that CircleUp and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.Investor QualificationsThe Service is available only to Accredited Investors who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. CircleUp may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify CircleUp for violations of this Agreement.Securities ProductsCompany listings on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Additionally, Investors may receive restricted stock that may be subject to holding period requirements. Companies seeking private placement investments tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers. Currently, entities must have assets of at least $5 million (or all individual owners meet accredited investor tests). Individuals must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year.The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared by without reference to any particular User's investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where CircleUp is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.Modification of AgreementCircleUp reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. Such modification shall become part of this Agreement and are automatically effective once posted on the Site or by sending you an email. This Agreement may not be orally amended. CircleUp may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.Proprietary RightsThe CircleUp logo is a trademarks and service mark of CircleUp. CircleUp or its licensors own and retain all proprietary rights in the Site, the Service and all material and information posted thereon ("Content"). The Site contains the copyrighted material, trademarks and other proprietary information of CircleUp and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of CircleUp.In addition, to the extent you receive information from CircleUp, Issuers or other Investors with respect to any Investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Issuer or Investor. You agree that CircleUp may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of CircleUp, its users, or the public.Authorized UserOur Services and certain pages of the Site are available only to Investors who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening and/or identification verification. Only users of CircleUp with a valid User ID and password are authorized to access such services and web pages.Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party's use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. CircleUp reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us at [email protected] of LinksThe Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under CircleUp's control, and you acknowledge that CircleUp is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by CircleUp or any association with its operators. You further acknowledge and agree that CircleUp shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the CircleUp Site and Service.Third Party ContentCertain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively "Third Party Content"). CircleUp does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that CircleUp is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.Copyright PolicyIf you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify CircleUp as soon as possible by sending an email to [email protected], or by contacting CircleUp's Agent (listed below) with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.CircleUp's agent may be contacted at:Incorporating Services, Ltd3500 South DuPont HighwayDover, DE 19901We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, CircleUp will also terminate a User's account if the user is determined to be a repeat infringer.TerminationCircleUp may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.Warranty DisclaimerCircleUp has no special relationship with or fiduciary duty to you. 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YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.CircleUp makes no representation or warranty, express or implied, with respect to any third party data provided to CircleUp or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. CircleUp will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by CircleUp or "force majeure" or any other cause beyond the control of CircleUp.THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.Electronic Communication Privacy Act Notice (18usc 2701-2711): CircleUp makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. CircleUp will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on CircleUp's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.IndemnificationYou shall defend, indemnify, and hold harmless CircleUp, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. CircleUp reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with CircleUp in asserting any available defenses.Limitation of LiabilityIN NO EVENT SHALL CIRCLEUP, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.Governing Law; ArbitrationThis Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and CircleUp, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. 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What types of companies are on CircleUp?CircleUp features existing U.S. consumer products companies. Companies typically have more than $1 million in revenue for the current fiscal year, a track record of success, and strong leadership teams. All companies have a tangible product or retail outlet that you can touch, taste, use, or visit.On CircleUp, we focus on high-growth consumer products and retail brands. Specifically, we look to work wtih companies in the food, beverage, personal care, pet products, sporting goods, apparel, household products, retail, and restaurant industries.

How does a company get listed on the CircleUp site?Companies request permission to list on the CircleUp site by joining CircleUp as an entrepreneur. Company applicants should be aware that CircleUp typically lists high-growth consumer and retail companies with at least $1 million in revenue. There are reviews of their materials and consideration to whether a company is a good fit for the investors on the platform. Background checks are performed on the entrepreneur and other industry specific research is performed. Once reviews are completed, the company may be allowed to post on the site. Currently, less than 2% of prospective companies have been accepted.

Are there fees for investors?No, there are absolutely no fees for investors. Accredited investors have free access to the site. Companies pay a small commission to WRH+Co., if the investment round successfully closes. If the minimum investment amount is not raised, 100% of investment dollars committed are returned to investors.

What will I actually own?It is important to read the investor documents (Step 2 of the invest process) but investors typically receive preferred shares issued directly by the company. These shares represent an ownership stake in the company. If the business is sold at some point, these shares entitle the owner to a percentage of what is earned in the sale of the business. In addition, if there is a dividend, you receive your share of the distribution. Investors holding shares of preferred stock are often paid out ahead of the holders of common stock on dividends or proceeds from a sale, up to a certain amount. When the 'preference' is equal to the amount the investor originally paid for the shares, the holders are said to have a ‘1x’ liquidation preference.

Will I get my investment back?The companies you find on CircleUp are privately held companies. Their shares are not traded on a public stock exchange like larger companies such as Apple or Procter & Gamble. As a result, the shares cannot be easily traded or sold (they are what investors call 'illiquid'). As an equity investor in a private company, you would receive a return on your investment if and when the company distributes money. If a private company distributes money, it typically does so in one of three ways: 1) It gets sold to another company or a new set of investors such as a private equity firm; 2) It pays a dividend; or 3) It is listed on a stock exchange such as the NYSE. If those things happen, then you, as an investor, are entitled to your pro-rata share of the distributions that occur. For example, if you’ve invested in a food company that is purchased by General Mills, then you would receive your portion of the money that is paid out upon the sale of the business to General Mills. The company distributes the money directly to its shareholders. It is important to know that these investments can easily last years and there is no way to predict if or when you may receive a return.

Are these investments risky?Yes (they can be). Many small businesses in the U.S. go out of business every year. It is difficult to know how companies will grow, what changes might occur in the market, or the many ways a company can stumble. If the company goes out of business, your shares will be worth nothing. The securities offered by WRH+Co. on the CircleUp site may not retain any value. One way some investors manage such risk is to invest a smaller amount into a number of different companies (diversification). By spreading investments among a number of different companies the chances of a total loss may be reduced. You also get to support more great entrepreneurs!

Why haven't I heard about this before?Federal securities law requires that securities issued by companies to their investors must be registered with the Securities and Exchange Commission (SEC) unless the offering qualifies for an exemption from registration. Registration is a complicated and expensive process, which may be prohibitive for smaller companies. One exemption from registration is available if the company offers securities only to accredited investors in a private offering. Accredited Investors are defined by the SEC in a variety of ways, including (and we are paraphrasing) as having $200,000 of annual income per individual ($300,000 per couple) with the expectation of that continuing, or if one has a net worth of more than $1 million, excluding the value of the person's primary residence. A private transaction means that there can be no general advertising or publicity about the offering while the round is open. CircleUp is a private, password-protected network for accredited investors in order to meet these guidelines. CircleUp.com is a website operated by CircleUp Network, Inc (CNI), which has entered into an agreement with WR Hambrecht + Co., a registered Broker/Dealer and member FINRA/SIPC. Under this agreement securities are offered through WRH+Co. For guidance on how the JOBS Act may impact CircleUp and WRH+Co., please see below.

How is the valuation of the company determined?Issuers set the valuation of the company. Valuations are intended to be in line with industry comparables on a revenue and net profit basis.

How does the investment process work?Your investment is not final until the company raises enough money to meet its Investment Target. When you make your investment, the money is held securely in an independent escrow account at US Bank. Once the Investment Target has been raised, the money is transferred to the company and you become a shareholder. If the minimum is not met, US Bank will return 100% of your investment directly to you. Neither WRH+Co. nor CircleUp will ever receive or hold any investor funds during the process. Is there an investment minimum and maximum?Yes. The minimum investment is different for each investment and is set by the Company, based in part on how much capital is being raised. In Step 1 of the Investment process, you will find the minimum investment amount for that particular opportunity listed.If you have questions please contact us at [email protected]

Are there limits to the number of investors in each deal?Yes, a limited number of investors are accepted into each deal. Historically, the Securities and Exchange Commission limited the number of investors for any non-registered security to 500 investors. In the future, with the JOBS Act, signed into law by President Obama on April 5th, 2012, the number of permitted shareholders will increase to 2,000.

What does "target" and "max" mean in the company raise?In each round there is a target raise and then a maximum raise. The companies must hit the target in order to "close" on the investment. If the target raise has been reached, the company may still raise up to the maximum amount listed. If the target is not reached, the money that investors had already sent to escrow will be returned to each respective investor. The round is first come first serve.

What kind of updates will I get from the company?Unless otherwise specified in the investment documents, companies determine the best way to keep their investor community updated on the progress of the business. We encourage all companies to provide at least annual financial reports and semi-annual narrative investor updates to their shareholders. As always, when you have questions about your relationship with the company we encourage you to ask the entrepreneur or others at the company. What access do I have after the round closes? How can I help the company post-close?Your access to the company you invested in, and information rights, will be based on the individual equity documents found in step 2 of the invest process. We also encourage you to ask the entrepreneur for their vision of the relationship with you and the other investors. We believe that most entrepreneurs on the site see value in having a "crowd" of passionate investors.

One easy way to help the company after your investment is to talk about them - on Facebook, LinkedIn, Twitter, with your friends and from the mountain tops. Word of mouth marketing is critical to the success of a small consumer products company. We also encourage you to speak with the CEO and other members of the company.

Do you take foreign investors?This will be considered on a case by case basis. Foreign citizens, and Americans living abroad, may be able to invest to the extent permitted by applicable law both in the US and in the other country. As with all investors, there are legal requirements that must be fulfilled regardless of your nationality. Please email us if you have questions: [email protected]

What are the tax implications of this investment?We cannot give individual tax advice, and we encourage you to talk with your accountant or other tax advisor. Please note that most companies listed on CircleUp are C corporations. For federal income tax purposes, a C corporation is recognized as a separate taxpaying entity. A C corporation conducts business, realizes net income or loss, and pays taxes separately from shareholders.

How does the JOBS Act affect CircleUp?President Obama signed the JOBS Act on April 5th, 2012, establishing a new legal framework for private share offerings. After a SEC rulemaking period that is expected to end at some point in 2013, crowdfunding, as defined in that Act will be permitted for all Americans.

As it stands today, issuer-led offerings may be permitted through an exemption including Regulation D, Rule 506. The JOBS Act may open up exciting new possibilities for investors in the future, but presently accredited investors can participate in private offerings through existing exemptions.

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Company FAQ’s

What types of companies can be listed on In-vested?In-vested features existing U.S. consumer products companies. Companies typically have more than $1 million in revenue for the current fiscal year, a track record of success, and strong leadership teams. All companies have a tangible product or retail outlet that you can touch, taste, use, or visit.

Why should I raise money through In-vested?At In-vested, we are solely focused on working with consumer products and retail companies-it’s all we do. Even more significantly, companies benefit greatly from being part of the In-vested community. Many of the investors on our platform have deep experience in consumer products and growth stage companies. They are able to provide strategic guidance and support to companies on In-vested. Additionally, these investors often act as brand champions within their own networks, building recognition and support for the companies they’ve invested in.

Does the JOBS Act make it legal to raise money on In-vested?Companies are permitted to raise money independent of the new rules outlined in the JOBS Act, in the same manner they have been doing for years, through private exemptions found in the Securities Act. In-vested has partnered with WR Hambrecht + Co., a registered broker-dealer and member of FINRA. Under this arrangement, Circle-Up operates this website and securities are offered through WR Hambrecht + Co., in accordance with Rule 506 of Regulation D. This rule is considered a "safe harbor" for the private offering exemption of Section 4(2) of the Securities Act.

How do I list my company on In-vested?You can sign up for listing directly on our home page. You should be aware that In-vested focuses on potentially high-growth consumer and retail companies with at least $1 million in revenue. We run a background check on you and your company Once we are comfortable with the business, your company may be allowed to post on In-vested. Currently, only a very small percentage of prospective companies are accepted on the site.

How long will it take to raise money?Every situation is unique, so the time it takes to complete a financing can vary widely. Recent experience suggests, 60 to 90 days to raise the Investment Target amount once your company has been listed on In-vested. When investors make an investment in your company, the money is held securely in an independent escrow account at US Bank. Once your Investment Target amount has been raised, the money is available for transfer to your company. If the minimum is not met, US Bank will return 100% of the investment directly to investors. Neither In-vested nor WRH+Co. will receive or hold any investor funds during the process.

How is my company’s valuation determined?Need to fill in

Will my company’s information remain confidential?In order to allow In-vested’s investor community to make investment decisions, you will be required to share some information about your company. However, your company’s information is only available to registered users (accredited investors) who are logged into In-vested, and each of these users has certified that they are an accredited investor. You choose the information you would like to share.

Do I get to choose who is allowed to invest in my company?You are able to set a minimum investment amount per investor, but you are not able to seek out specific investors or limit your fundraising to a specific group of investors. Investments on In-vested are open to the entire In-vested community and are funded on a first come, first serve basis. Basically, investors who are excited about your company have a right to invest in it, and we believe you will end up with investors who are passionate about sharing your brand with others! You can however structure the specific information rights investors have through your Investors Rights Agreement. This is a discussion you should have with your own advisors or counsel.

How much involvement do investors have post-close?You will determine the best way to keep their investor community updated on the progress of your company. We encourage all companies who list on In-vested to provide at least annual financial reports and semi-annual narrative investor updates to their shareholders. We think entrepreneurs can benefit from having a "crowd" of passionate investors. The word of mouth marketing they can provide could be critical to the success of small consumer products companies. In-vested investors may also provide strategic guidance and advice to the companies they’ve invested in.

How many investors will I have in the round?You will have the ability to set the minimum investment amount for an investor, so this will determine the maximum number of investors you will have in the round. However, investors often make investments above the minimum amount, and thus, you may have fewer investors than the maximum number.

What rights will investors who invest through In-vested have?Each company that lists on In-vested is able to structure the terms of its offering, including the rights that new investors will receive. These rights are typically laid out in the Investors Rights Agreement that you choose and you create (we encourage you to discuss this with your own advisors and counsel).

What will the next round of investors think about In-vested?In-vested is committed to putting interesting consumer brands on the platform, and we believe future investors will recognize the quality of these companies. Given the strong community of investors on In-vested, successfully raising funds through our platform is likely to be a significant form of social proof for your company. With the limited number of current financing options for small consumer companies, In-vested is able to provide exciting young brands with an opportunity to raise enough capital to continue to grow their business and ultimately reach a scale that will be more attractive to new investors.

Can I tell people I know about my listing on In-vested?Under current regulations, you can let people know about your company’s listing ONLY IF they are accredited investors that you know personally. You are currently NOT allowed to make public announcements about your listing. This includes sending out mass emails and posting about the fundraising to social networks (e.g. Facebook, Twitter). You should consult your own counsel regarding these and any other limitations or requirements under applicable law.

Can I use a convertible note to raise funds on In-vested?Yes. Issuers may raise money through either equity or convertible debt.

How much does it cost to be listed on In-vested?There is no initial charge to be listed on In-vested. WR Hambrecht + Co. will generally assess a charge based on a percentage of the total amount you raise through the In-vested platform once you have successfully raised at least your Investment Target amount. There is no fee, however, for investments that come from people with whom you have a pre-existing relationship, e.g. friends and family who invest through In-vested. Any commission is intended to be generally consistent with what companies pay to investment bankers in the offline world for similar size fundraising rounds.

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Compliance FAQ’s


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Frequently Asked Questions on ComplianceWhat about US federal securities laws?CircleUp has partnered with WR Hambrecht + Co. (WRH+Co.), a registered broker-dealer and member of FINRA. Under this arrangement, Circle-Up operates this website and securities are offered through WRH+Co. Any employees of CircleUp who are engaged in securities offering activities are licensed with FINRA as registered representatives of WRH+Co. Like traditional private placement offerings in the offline world, private companies offer securities to investors under Rule 506 of Regulation D on CircleUp and through WRH+Co. In keeping with these regulations, opportunities to invest in these companies on CircleUp are open only to accredited investors.What about accredited investors under the federal securities laws?As part of the sign up process, each user must identify specific information about themselves and specify which of the accredited investor requirements he/she meets. Additionally, at this sign-up stage, each user must certify that they are an accredited investor and accept the CircleUp Terms of Use, which outline additional accredited investor and site specific information. When making an investment, each investor again represents and warrants in the signed purchase agreement that they are an accredited investor. Finally, prior to accepting any investment, WRH+Co. performs additional identity checks on each investor as required by law. What about general solicitation under the federal securities laws?All information regarding active investment opportunities is only intended for and accessible to accredited investors. These accredited investors signed in using their own, unique username and password. Without signing in, users and other visitors will only be able to see information regarding the CircleUp platform and closed investment opportunities. The username and password intend specifically to prevent the general public from receiving information about active capital raises. Furthermore, prior to permitting an investment in any company listed on the site, we require a prospective investor to have a pre-existing, substantive relationship with that company. What about the JOBS Act?WRH+Co. and CircleUp are not immediately impacted by this law change because of our focus on accredited investors and the fact our offerings are permitted through an existing exemption, Rule 506 of Regulation D. Companies have been rasing capital through this exemption for years and are permitted to do so independent of the new rules outlined in the JOBS Act. What documents are necessary for a company to raise money?Like private placement offerings in the offline world, each company must provide information regarding the investment opportunity to potential investors. However, under the Rule 506 exemption of Regulation D it is not necessary to present a traditional private placement memorandum. You should consult your own counsel, but key documents typically include a 20-30 page investor presentation and the appropriate legal documents. Depending on the nature of the company and the securities offered, these documents could include a purchase agreement, the company’s organizational documents, such as its certificate or articles of incorporation, an investor rights agreement, and a note (if offering convertible debt). CircleUp provides certain templates for these documents, but ultimately, these documents are the responsibility of the company and its counsel. Will a company’s information remain confidential?In order to assist CircleUp’s investor community in making informed investment decisions, owners are required to share some information about their company. However, this information is only available to registered users who are logged into CircleUp. As long as appropriate disclosure is made and those disclosures are true and accurate, each company chooses the exact information that is shared. What relationship will a company have with investors post-closing?Each company that lists on CircleUp is able to structure the terms of its offering, including the rights that new investors will receive. These rights are typically laid out in the investor rights agreement and other legal documents. We encourage you, and you should, discuss all of these matters with your own legal counsel.

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invested.com’s most important asset is trust. We’ve taken careful measures to ensure the site is secure and privacy is protected.

Here are the steps that have been taken:

Top-level encryption security used by online financial service companies

Multiple levels of third-party verification of our website and networks

invested.com’s infrastructure is built on one of the top commercial portals which utilizes multiple levels of security typically not found in websites not built on a portal infrastructure

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We post established companies and funds with experienced management teams. The information that is provided is meant as a first step in due diligence.

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The process is straightforward. Once you’ve completed your due diligence, determine the amount to invest, review & sign the investments documents and then you’ll be given a chance to confirm the investments. Click on to get started. 1 Invested

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Privacy PolicyPrivacy Policy Updated April 8th, 2012

Our Commitment to PrivacyAt In-vested, our most important asset is our relationship with you.We are required by law to ask for certain information in order to perform our services for you, but we are committed to protecting your personal and financial information. This Privacy Policy answers some questions about what information we collect, what we do with it, and how we protect it. It also describes the choices available to you regarding our use of your personal information and how you can access and update this information.Our PolicyWelcome to the web site www.in-vested.com (the "Site") owned and operated by In-vested Network, Inc. (Henceforward "In-vested," "we," "us," and/or "our"). This Site has been created to provide information about our company and its financial matchmaking services (the "Services") to our users ("you," "your"). This Privacy Policy sets forth In-vested's policy with respect to information, including personally identifiable data ("Personal Data"), and other information that is collected from Site visitors and users of the Services.In-vested Network, Inc. has been awarded TRUSTe's Privacy Seal signifying that this privacy policy and practices have been reviewed by TRUSTe for compliance with TRUSTe's program requirements including transparency, accountability and choice regarding the collection and use of your personal information. The TRUSTe program covers only information that is collected through this Web site, www.in-vested.com.TRUSTe's mission, as an independent third party, is to accelerate online trust among consumers and organizations globally through its leading privacy Trustmark and innovative trust solutions. If you have questions or complaints regarding our privacy policy or practices, please contact us at [email protected]. If you are not satisfied with our response you can contact TRUSTe here.Information We CollectWhen you interact with us through the Site or the Services, we may collect Personal Data and other information from you, as further described below:Personal Data That You Provide Through the Site: We collect Personal Data from you when you voluntarily provide such information such as when you register for access to the Services (for example, contact information such as your name, email address, and mailing address; and when you wish to use certain Services (for example financial information such as bank account numbers, your Date of Birth and last 4 digits of you social security number). ,contact us with inquiries or respond to one of our surveys. Wherever In-vested collects Personal Data provide a link to this Privacy Policy.By voluntarily providing us with Personal Data, you are consenting to our use of it in accordance with this Privacy Policy. If you provide Personal Data, you acknowledge and agree that such Personal Data may be transferred from your current location to the offices and servers of In-vested and the authorized third parties referred to herein located in the United States.Non-Identifiable or Aggregated Data: When you interact with In-vested through the Site or Services, we receive and store certain personally non-identifiable information. Such information, which is collected passively using various technologies, cannot presently be used to specifically identify you. As is true of most web sites, we gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data. In-vested may store such information itself or such information may be included in databases owned and maintained by In-vested affiliates, agents or service providers. This Site may use such information and pool it with other information to track, for example, the total number of visitors to our Site, the number of visitors to each page of our Site, the domain names of our visitors' Internet service providers, and how our users use and interact with the Services. Also, in an ongoing effort to better understand and serve the users of the Services, In-vested often conducts research on its customer demographics, interests and behavior based on the Personal Data and other information provided to us. This research may be compiled and analyzed on an aggregate basis. In-vested may share this non-identifiable and aggregate data with its affiliates, agents and business partners, but this type of non-identifiable and aggregate information does not identify you personally. In-vested may also disclose aggregated user statistics in order to describe our Services to current and prospective business partners and to other third parties for other lawful purposes.In operating this Site, we may also use a technology called "cookies." A cookie is a piece of information that the computer that hosts our Site gives to your browser when you access the Site. Our cookies help provide additional functionality to the Site and help us analyze Site usage more accurately. For instance, our Site may set a cookie on your browser that allows you to access the Site without needing to remember and then enter a password more than once during a visit to the Site. In all cases in which we use cookies, we will not collect Personal Data except with your permission. On most web browsers, you will find a "help" section on the toolbar. Please refer to this section for information on how to receive notification when you are receiving a new cookie and how to turn cookies off. We recommend that you leave cookies turned on because they allow you to take advantage of some of the Site's features.The use of cookies by our any of our affiliates or service providers is not covered by our privacy policy. We do not have access or control over these cookies. Our partners use session ID cookies to make it easier for you to navigate our site and use our Services.Our Use of Your Personal Data and Other InformationIn-vested uses the Personal Data you provide in a manner that is consistent with this Privacy Policy. If you provide Personal Data for a certain reason, we may use the Personal Data in connection with the reason for which it was provided. For instance, if you contact us by email, we will use the Personal Data you provide to answer your question or resolve your problem. Also, if you provide Personal Data in order to obtain access to the Services, we will use your Personal Data to provide you with access to such services and to monitor your use of such services. We also may obtain information about you from third party sources to verify your identity so we can properly process your requests and prevent fraud.In-vested and its subsidiaries and affiliates (the "Related Companies") may also use your Personal Data and other personally non-identifiable information collected through the Site to help us improve the content and functionality of the Site, to better understand our users and to improve the Services. In-vested and its Related Companies may use this information to communicate with you regarding the Services or to tell you about services we believe will be of interest to you. If at any time you wish not to receive any future marketing communications or you wish to have your name deleted from our mailing lists, please contact us as indicated below. Note however that as user of the Service we will send you administrative communications that are reasonably necessary to the Service, such as billing or service notifications. , If In-vested intends on using any Personal Data in any manner that is not consistent with this Privacy Policy, you will be informed of such anticipated use prior to or at the time at which the Personal Data is collected.Our Disclosure of Your Personal Data and Other InformationWe will share your personal information with third parties only in the ways that are described in this privacy policy. We consider this information to be a vital part of our relationship with you. There are, however, certain circumstances in which we may share your Personal Data with certain third parties without further notice to you, as set forth below:Business Transfers: As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, Personal Data may be part of the transferred assets and you will be notified via email and/or a prominent notice on our Web site of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.Related Companies: We may also share your Personal Data with our Related Companies for purposes consistent with this Privacy Policy.Agents, Consultants and Related Third Parties: In-vested, like many businesses, sometimes hires other companies to perform certain business-related functions. Examples of such functions include mailing information, maintaining databases, ID verification, processing applications, shipping and fulfillment, and processing payments and completing transactions. When we employ another company to perform a function of this nature, we only provide them with the information that they need to perform their specific function. These companies are authorized to use your personal information only as necessary to provide these services to us.Legal Requirements: In-vested may disclose your Personal Data if required to do so by law or in the good faith belief that such action is necessary to (i) comply with a legal obligation, (ii) protect and defend the rights or property of In-vested, (iii) act in urgent circumstances to protect the personal safety of users of the Site or the public against fraud or other harm, or (iv) protect against legal liability.Your ChoicesIf your personally information changes, or if you no longer desire our service, you may correct, update, amend, delete or request deletion by making the change in your registered account settings page, by emailing our Customer Support at [email protected] or by contacting us at the contact information listed below. We will respond to your request to access within 30 days.We will retain your information for as long as your account is active or as needed to provide you services. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.When you sign up for our Services or newsletter(s), we will send periodic emails to you regarding the Services or to tell you about services we believe will be of interest to you. Out of respect for your privacy, you may choose to stop receiving our newsletter or marketing emails by following the unsubscribe instructions included in these emails or you can contact us at [email protected] security of your personal information is important to us. When you enter sensitive information (such as bank account information) on our website, we encrypt the transmission of that information using secure socket layer technology (SSL). We also use third party ID verification to ensure our users’ true identities are validated.We follow generally accepted standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our Web site, you can contact us at [email protected] Privacy Policy does not apply to any Personal Data collected by In-vested other than Personal Data collected through the Site or Services. This Privacy Policy shall not apply to any unsolicited information you provide to In-vested through this Site or through any other means. This includes, but is not limited to, information posted to any public areas of the Site, such as bulletin boards (collectively, "Public Areas"), any ideas for new products or modifications to existing products, and other unsolicited submissions (collectively, "Unsolicited Information"). All Unsolicited Information shall be deemed to be non-confidential and In-vested shall be free to reproduce, use, disclose, distribute and exploit such Unsolicited Information without limitation or attribution.BlogOur Web site offers a publicly accessible blog. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. To request removal of your personal information from our blog, contact us at [email protected]. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.TestimonialsWe display personal testimonials of satisfied customers on our site in addition to other endorsements. With your consent we may post your testimonial along with your name and other information. If you wish to update or delete your testimonial, please contact us at [email protected] Media FeaturesYou can log in to our site using sign-in services such as Facebook Connect or LinkedIn. These services will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form. Services like Facebook Connect give you the option to post information about your activities on this Web site to your profile page to share with others within your network. Our Web site also includes Social Media Features such as the Facebook Like button, Twitter, and Add This button. These Features are interactive mini-programs and may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the Feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our Site. Your interactions with these Features are governed by the privacy policy of the company providing it. ChildrenIn-vested does not knowingly collect Personal Data from children under the age of 13. If you are under the age of 13, please do not submit any Personal Data through the Site. We encourage parents and legal guardians to monitor their children's Internet usage and to help enforce our Privacy Policy by instructing their children never to provide Personal Data on this Site without their permission. If you have reason to believe that a child under the age of 13 has provided Personal Data to In-vested through this Site, please contact us, and we will endeavor to delete that information from our databases.Links to Other Web SitesThis Privacy Policy applies only to the Site. This Site may contain links to other web sites not operated or controlled by In-vested (the "Third Party Sites"). The policies and procedures we described here do not apply to the Third Party Sites. The links from this Site do not imply that In-vested endorses or has reviewed the Third Party Sites. We suggest contacting those sites directly for information on their privacy policies.Other Terms and ConditionsYour access to and use of this Site is subject to the Terms of Use.Changes to In-vested's Privacy PolicyWe may update this privacy policy to reflect changes to our information practices. If we make any material changes we will notify you by email (sent to the e-mail address specified in your account) or by means of a notice on this Site prior to the change becoming effective. We encourage you to periodically review this page for the latest information on our privacy practices.Contacting In-vestedPlease feel free to contact us if you have any questions about In-vested's Privacy Policy or the information practices of this Site:Watershed Capital, [email protected] Capital, LLCc/o Intellivest Securities, Inc.1540 Chase Ct.Riverdale, GA. 30296-2610


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Activity showing who has recently joined


invested

Pipeline – What are you in to? Below are some of the possible candidates that we are considering to formally post. We want to know what you think..



invested

Date post:	29-Jan-2015
Category:	Health & Medicine
Upload:	bhandarigarima
View:	118 times
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testing pppt

Health & Medicine