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Investor Agreement

The following terms constitute a binding agreement ("Agreement") between you and EelamClub Corporation, a eelam vangki inc ("EelamClub'', "we" or "us"). This Agreement will govern all purchases or other acquisitions of EelamClub Member Payment Dependent Notes ("Notes'') that you may make from time to time through eelamClub., or any other entity, person, or platform. Please carefully read this Agreement, the terms of use (''Terms of Use") on EelamClub's website at www.Eelamclub.com and the Prospectus and print and retain a copy of these documents for your records. By signing electronically below, you agree to the following terms together with the Terms of Use, consent to our privacy policy, agree to transact business with us and receive communications relating to the Notes electronically, and agree to have any dispute with us resolved by binding arbitration.

If you are purchasing or otherwise acquiring Note(s) through entity, person, or platform (i.e., means other than through our website), you agree to be bound by the terms of this Agreement and the Note(s) as if you had purchased the Notes directly through our website.

We filed a registration statement on Form as amended from time to time, the "Registration Statement") with the SEC to register the Notes that we offer and sell. The Registration Statement includes a prospectus related to the offering of the Notes by EelamClub (as supplemented from time to time, the "Prospectus"), which is publicly filed with the SEC and available on EDGAR (and which can be accessed through our website). By signing this agreement, you acknowledge

  • (i) that the Prospectus has been made available electronically to you,
  • (ii) that you have read and understood the Prospectus and
  • (iii) that any Notes you have purchased or may purchase or acquire, regardless of whether such purchase or acquisition is through EelamClub or any other entity, person, or platform, are issued pursuant and subject to the terms of the Prospectus.

The Registration Statement and Prospectus will be updated continuously in connection with any filings and related disclosures that we make with the SEC, which will be available on EDGAR. You understand and agree that your continued purchase of Notes on or after the date that we have made any such updates constitutes your acknowledgement

  • (i) that the revised Prospectus is publicly available on EDGAR,
  • (ii) that you have read and understand the revised Prospectus and
  • (iii) that any Notes you continue to purchase, regardless of whether such purchase is through EelamClub, or any other entity, person, or platform, are issued pursuant and subject to the terms of the revised Prospectus.

We may make changes to this Agreement from time to time. If we do this, we will post the changed Investor Agreement in your an EelamClub account or on our website, the applicable third-party entity or platform will be responsible for posting the changed Investor Agreement in your third-party account, or we will deliver (or the applicable third-party entity or platform will be responsible for delivering) the changed Investor Agreement to your email address in accordance with sections 15 and 16 of this Agreement.

The date the Investor Agreement was last revised will be indicated at the top of the Agreement. You understand and agree that if you continue to place orders of Notes on or after the date that we have made any such changes (regardless of whether you place the order(s) through EelamClub, or any other entity, person, or platform), such order placement constitutes your acceptance of and agreement to the terms of the new Investor Agreement.

In consideration of the covenants, agreements, representations and warranties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:

1. Purchase of Notes. Subject to the terms and conditions of this Agreement,

  • (i) we will provide you (either directly through our website or indirectly via a third-party entity, person, or platform) or
  • (ii) if applicable, we have provided the party from which you will purchase or acquire or have purchased or acquired the Notes through our website:

To review requests for consumer loans ("Member Loans") that EelamClub has received from its borrower members (collectively, "Borrower Members"; for the avoidance of doubt, a "Borrower Member" shall mean each person or other obligor (including any co-borrower, co-maker, co-signer or guarantor) who is obligated under the terms of a single Member Loan);

To purchase Notes with minimum denominations of $10 through our website, each such Note corresponding to, and dependent for payment on, a specific Member Loan designated by you or such party; and

To instruct EelamClub to apply the proceeds from the sale of each Note to fund the corresponding Member Loan.

You can only commit to purchase a Note prior to the origination of the corresponding Member Loan by our issuing bank. At the time you commit to purchase a Note, you must have sufficient funds in your applicable investment account (either in your EelamClub account or in your account with the third-party entity, person, or platform, as applicable) to complete the purchase, and you will not have access to those funds after you make a purchase commitment unless and until EelamClub notifies you (either directly or indirectly) that the Member Loan will not be issued. Once you make a purchase commitment, it is irrevocable regardless of whether or not the full amount of the Borrower Member loan request is funded. If the Member Loan is not issued by our issuing bank, then EelamClub will inform you and release you from your purchase commitment.

2. Issuance. If you have committed to purchase a Note pursuant to the terms of the last paragraph of section 1, the Note will be sold to you (either directly or indirectly) immediately after EelamClub purchases the corresponding Member Loan. EelamClub purchases each Member Loan two business days after the Member Loan is issued by our issuing bank, which period may be up to five calendar days where the first or second business day precedes a holiday weekend. As a result of this process, you will hold each Note purchased for less than one month before the first payment is due, making the first payment due to you slightly smaller than monthly payments due subsequently.

Member Loans are generally issued by our issuing bank when the aggregate amount of investor commitments equal the full amount of the loan requested by the Borrower Member unless

  • (1) the Borrower Member declines the Member Loan, in which case EelamClub will release you from your commitment to purchase a corresponding Note;
  • (2) the Member Loan request receives insufficient investment commitments during the 14-day Member Loan posting period; or
  • (3) the loan request is canceled by EelamClub for reasons relating to the operation and integrity of our website (i.e. there is attempted fraud, the Borrower Member fails to verify information upon request by EelamClub, etc.).

3. Terms of the Notes. All Notes purchased or acquired through our website or any other entity, person or platform shall have the terms and conditions described in the Prospectus, the Indenture and the form of Note, which are publicly filed with the SEC and available on EDGAR.

The stated interest rate, maturity and other terms of each Member Loan is described in the Borrower Member loan request as well as in the form of Borrower Agreement, Loan Agreement and Promissory Note available on our website. If you are purchasing or acquiring a Note indirectly through a platform or entity other than EelamClub, please note that EelamClub is not responsible for information provided by such platform. You understand and acknowledge that we may in our sole discretion, at any time and from time to time, amend or waive any term of a Member Loan, and we may in our sole discretion discharge or cancel any Member Loan that is more than 120 days delinquent.

PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY EELAMGCLUB FROM THE RESPECTIVE BORROWER MEMBER(S) IN RESPECT OF THE CORRESPONDING MEMBER LOAN. EELAMGCLUB DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE AMOUNT YOU RECEIVE ON YOUR NOTE, IF ANY, IS SPECIFICALLY RESTRICTED TO PAYMENTS MADE BY US EQUAL TO THE PAYMENTS MADE BY THE BORROWER MEMBER UNDER A MEMBER LOAN TO WHICH YOU COMMITTED NET OF THE FOLLOWING: (A) A ONE (1) PERCENT SERVICE CHARGE ON ANY BORROWER PAYMENTS RECEIVED BY EELAM CLUB; AND (B) AN UP TO 35% COLLECTION FEE ON BORROWER PAYMENTS RECEIVED AS A RESULT OF SUCCESSFUL COLLECTION EFFORTS IF NO LITIGATION IS INVOLVED; OR (C) A COLLECTION FEE OF 30% OF AN ATTORNEYS' HOURLY FEES PLUS COSTS AS A RESULT OF SUCCESSFUL COLLECTION EFFORTS IF LITIGATION IS INVOLVED AND, IN THE CASE OF THE FIRST MONTH'S PAYMENT, ACCRUED INTEREST FOR THE NUMBER OF CALENDAR DAYS FROM THE DATE THE MEMBER LOAN IS ISSUED TO THE DATE IT IS PURCHASED BY US AND YOUR NOTE IS ISSUED. IN ADDITION, IF YOU ARE INDIRECTLY PURCHASING OR ACQUIRING A NOTE THROUGH A PLATFORM OR ENTITY OTHER THAN EELAM CLUB, THE AMOUNT YOU RECEIVE ON YOUR NOTE, IF ANY, MAY ALSO BE LESS ADDITIONAL SERVICE AND/OR TRANSACTION FEES CHARGED BY THE PLATFORM OR ENTITY, AS SUCH FEES ARE OUTLINED IN YOUR AGREEMENT(S) WITH SUCH PLATFORM OR ENTITY. EELAMCLUB DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER MEMBER'S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING MEMBER LOAN PAYMENT OR PAYMENTS BY ANY BORROWER MEMBER.

4. Limited Repurchase Obligation for Identity Fraud. If the Member Loan designated for the proceeds of your purchase of a Note was obtained as a result of identity theft or fraud on the part of the purported Borrower Member, we will (a) provide notification either directly or indirectly to you as soon as reasonably practicable upon our becoming aware of such a situation; and (b) repurchase your Note by crediting your account for the outstanding principal balance of your Note. For the avoidance of doubt, if you purchased the Note indirectly through a third-party platform or entity, we will work with such third party to credit your investment account through that entity or platform for the outstanding principal balance of your Note, we will credit the EelamClub account that you established in order to purchase Notes through Eelam vangki Investments, Inc. We may, in our reasonable discretion, require proof of the identity theft, such as a copy of the police report filed by the person whose identity was wrongfully used to obtain the fraudulently-induced Member Loan, before we credit your applicable account and repurchase your Note. You agree that you will have no rights with respect to any such Notes except the crediting of the purchase price to your applicable account.

5. Your Covenants and Acknowledgements. You agree that you have no right to, and shall not, make any attempt, directly or through any third party, to contact or collect from the Borrower Members on your Notes or the corresponding Member Loans. YOU UNDERSTAND AND ACKNOWLEDGE THAT BORROWER MEMBERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER THE MEMBER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD ASSOCIATED WITH SUCH MEMBER LOANS. You and EelamClub agree that the Notes are intended to be indebtedness of EelamClub for U.S. federal income tax purposes. You agree that you will not take any position inconsistent with such treatment of the Notes for tax, accounting or other purposes, unless required by law. You further acknowledge that the Notes will be subject to the original issue discount rules of the Internal Revenue Code of 1986, as amended, as described in the Prospectus. You acknowledge that you are prepared to bear the risk of loss of your entire purchase price for any Notes you purchase, regardless of whether you purchase the Notes through EelamClub, or any other entity, person, or platform. You agree that any information you may provide to us, whether directly or indirectly, may be used by us in accordance with the terms of our privacy policy. You further acknowledge that any personal data and information that you may provide to a third-party entity or platform may be shared with us in accordance with the terms of our agreements with such third parties, and such personal data and information may also be used by us in accordance with the terms of our privacy policy.

6. Limitation on Addition of Additional Funds to Your Account without Prior Consent of EelamClub. To help ensure that the EelamClub platform is available to as many participants as possible, you agree that you may not place an initial purchase order of Notes in the amount of Five Million Dollar ($5,000,000) or more without the prior consent of EelamClub. In addition, if a subsequent addition of funds (e.g., receipt of principal or interest payments) to your EelamClub account would bring the total aggregate value of your funds directly or indirectly allocated to your EelamClub account (including principal investments and accrued interest) to an amount of Five Million dollar($5,000,000) or more, you may not place an additional purchase order for Notes or allocate additional funds directly or indirectly to your EelamClub account.

7. Your Representations and Warranties. You represent and warrant to EelamClub, as of the date of this Agreement and as of any date that you commit to purchase Notes, that:

  • (a) you have the power to enter into and perform your obligations under this Agreement;
  • (b) this Agreement has been duly authorized, executed and delivered by you;
  • (c) you are committing to purchase Notes only for your own account and are not acquiring Notes for the account of any other person, whether directly or indirectly;
  • (d) all personal information you have provided to EelamClub in connection with your EelamClub account, including but not limited to your name, current residential address and national id or taxpayer identification number, is complete and accurate;
  • (e) you have received the Prospectus, the Indenture and the form of the Note;
  • (f) in connection with this Agreement, you have complied in all material respects with applicable federal, state and local laws; and
  • (g) you have made your decisions in connection with your consideration of any loan requests on our website in compliance with the Equal Credit Opportunity Act, 15 U.S.C. 1601 et seq., as implemented by Regulation B, as may be amended from time to time, and any applicable state or local laws, regulations, rules or ordinances concerning credit discrimination.

8. Prohibited Activities. You agree that you will not do the following, in connection with any loans, Notes, or other transactions involving or potentially involving EelamClub:

  • a. Represent yourself to any person, as a director, officer, employee or affiliated person of EelamClub, unless you are such director, officer or employee;
  • b. Charge, or attempt to charge, any Borrower Member any fee in exchange for your agreement to purchase or recommend a Borrower Member's Member Loan listing, or propose or agree to accept any fee, bonus, additional interest, kickback or thing of value of any kind, in exchange for your agreement to purchase or recommend a Borrower Member's Member Loan listing;
  • c. Engage in any activities in connection with a Member Loan that require a license as a loan broker, credit services organization, credit counselor, credit repair organization, lender or other regulated entity, including but not limited to soliciting loans or loan applications, quoting loan terms and rates and counseling Borrower Members on credit issues or loan options; or
  • d. Violate any applicable federal, state or local laws, including but not limited to, the Equal Credit Opportunity Act and other fair lending laws, the Truth in Lending Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, federal and state consumer privacy laws, state usury and loan fee statutes, state licensing laws and state unfair and deceptive trade practices statutes.

9. No Advisory Relationship. You acknowledge and agree that the purchase and sale (or other acquisition) of the Notes contemplated by this Agreement is an arms-length transaction between you and EelamClub. In connection with the purchase and sale (or other acquisition) of the Notes, EelamClub is not acting as your agent or fiduciary. EelamClub assumes no advisory or fiduciary responsibility in your favor in connection with the purchase and sale (or other acquisition) of the Notes. EelamClub has not provided you with any legal, accounting, regulatory or tax advice with respect to the Notes. You have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate.

10. Limitations on Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER REGARDING THE EFFECT THAT THIS AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY OF THE OTHER.

11. Further Assurances. The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement.

12. Entire Agreement. Except as otherwise expressly provided herein, this Agreement represents the entire agreement between you and EelamClub regarding the subject matter hereof and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between us.

13. Consent to Electronic Transactions and Disclosures. As EelamClub only operates online, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our giving you certain disclosures electronically, either via our website, a third-party website or platform or to the verified email address you provided during registration (as such address is updated in accordance with the terms of section 15(c)). By entering into this Agreement, you consent to receive electronically all documents, communications, notices, contracts and agreements arising from or relating in any way to your or our rights, obligations or services under this Agreement (each, a "Disclosure"). This document informs you of your rights concerning Disclosures.

  • a. Electronic Communications. Any Disclosures will be provided to you electronically, either on our website, a third-party website or platform, or via electronic mail to the verified email address you provided during registration (as such address is updated in accordance with the terms of section 15(c)). Your consent to electronic delivery will apply to all future tax informational returns and forms unless consent is withdrawn by you. EelamClub will cease providing tax statements (either directly or indirectly) to you electronically if you provide a notice to withdraw consent, if you cease to be an investor, or if regulations change to prohibit the form of delivery. If you have already purchased one or more Notes, all previously agreed to terms and conditions will remain in effect, and we (or the applicable third party) will send Disclosures to your verified home address provided during registration (as such address is updated in accordance with the terms of section 15(c)).

If you would like to withdraw your consent to electronic delivery from us, or if for any reason you would like a paper copy of your Disclosures from us after you have consented to electronic delivery, you may submit a request by:

email to eelamanclub@gmail.com