NOTE: THESE LISTING STANDARDS (“LISTING STANDARDS”) SET FORTH THE REQUIREMENTS ISSUERS MUST MEET IN ORDER TO BE PERMITTED TO LIST AN OFFERING ON GRIDSHARE.COM. THESE LISTING STANDARDS ARE SUBJECT TO MODIFICATION AT ANY TME BY GRIDSHARE, LLC IN ITS SOLE DISCRETION. GRIDSHARE, LLC RESERVES THE RIGHT IN ITS SOLE DISCRETION TO (A) DETERMINE WHETHER AN ISSUER MEETS THE LISTING STANDARDS AND (B) WAIVE THE APPLICABILITY OF ANY PARTICULAR STANDARD AT ANY TIME.
|Standards applicable to All Offerings|
||The Issuer must:
- Be validly formed an in good standing in its jurisdiction of formation;
- Successfully pass (and each of its principals shall successfully pass) a background and "bad actor" check
- Have a website, have a presence on Facebook, LinkedIn and Twitter;
- Be eligible under SEC rules to use Regulation Crowdfunding;
- Comply with all applicable SEC rules;
- Agree to the Terms and Use Agreement for GridShare.com;
- Execute a Listing and License Agreement on terms acceptable to GridShare, LLC; and
- Agree to pay other fees required by the Offering (e.g., escrow, bank and accounting fees)
||The Offering must:
The Offering shall not:
- Involve the sale of securities from a company engaged in renewable energy, clean technology, or sustainable ventures;
- Adequately describe the project or projects being financed;
- Disclose the risks associated with the investment;
- Comply with the applicable SEC rules and regulations (e.g., Regulation Crowdfunding Offerings must include a Form C that complies with SEC rules);
- Provide investors with enough information to assess the risks associated with the Offering;
- Involve a sale of debt or equity securities; and
- For an Issuer requesting donations, the Issuer shall not issue securities to the donor as compensation for the donation.
- Cause the Issuer’s principals or affiliates to directly or indirectly receive in excess of 15% of the proceeds from the sale of securities as compensation;
- Involve a multi-level marketing component; or
- Permit proceeds from the sale of securities to be used for purposes unrelated to the Offering.
||Each Offering shall have a sound financial model adequately representing the Offering and any associated project with reasonable assumptions and factual data. Any Issuer that has operating data shall include such data in the Offering.
|Listing Standards applicable to Debt Offerings (excluding convertible debt)|
- All debt offerings shall identify one or more sources of revenue available to repay the loan that will be in effect for the term of the loan;
- Prior to spending any proceeds from the Offering, an Issuer offering project debt (either construction or term) shall have:
- entered into a power purchase agreement, energy service agreement, or similar binding off-take arrangement for the project; and
- Obtained all necessary permits and governmental approvals for the project
- Construction loan Offerings are permitted, provided that the Offering clearly specifies the source of repayment and the associated risks;
- Secured debt offerings shall maintain a debt service coverage ratio of at least 1.2:1.0 for the term of the note, bond or other loan agreement.
- Prepayment of notes is permitted.
- "Secured" debt must provide for a first-priority security interest in assets with a fair market value in excess of the loan amount; if a granted security interest is junior to other creditors, the Offering shall be presented as "subordinated debt"
- Debt that is not secured shall be listed as "unsecured debt."
|Listing Standards applicable to Equity and Convertible Debt Offerings|
||The Offering must adequately describe:
- The technology underlying the Offering;
- The Issuer’s plans to secure the intellectual property surrounding the technology; and
- The risk of issuer infringing on existing patents
- Each Offering shall clearly state the class of any security offered and discuss the rights associated with any securities being sold as “preferred”
- Redemption of securities is permitted
- Convertible debt Offerings shall convert in to securities of the Issuer at the option of the holder
- An Issuer shall not be permitted to require conversion at a value lower than the original purchase price of a convertible note