LEAP FOUNDER AGREEMENT

(Membership Units & Participation Agreement)

This Founder Agreement (“Agreement”) is entered into by and between:

League of African Patriots, LLC (“LEAP” or the “Company”)
and
The undersigned individual (“Founder Member” or “Member”).

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1. Purpose of the Agreement

This Agreement establishes the terms under which the Member is granted Membership Units in LEAP in exchange for financial contribution, participation, and alignment with LEAP’s mission as a community-owned and operated organization.

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LEAP is not organized for speculative investment purposes. Membership Units represent participation and ownership alignment in the Company as defined herein and in the Operating Agreement.

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2. Capitalization, Valuation & Membership Unit Basis

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2.1 Organizational Valuation

For internal accounting, governance, and membership structuring purposes only:

• The Company has established a current internal organizational valuation of USD $3,000,000.

• This valuation is used solely to determine proportional Membership Unit allocations.

• The valuation is not a guarantee of current or future value.

Illustrative Example:
A contribution of $3,000 represents approximately 0.10% of the Company at the stated valuation.

This valuation does not constitute an appraisal, securities offering, or promise of return.

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2.2 Authorized Membership Units

The Company is authorized to issue a total of:

• 60,000,000 (sixty million) Membership Units

Membership Units are an internal measurement of participation and ownership alignment and are not publicly traded shares.

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2.3 Foundational Trust Allocation

• 49% of the total authorized Membership Units, equal to 29,400,000 Membership Units, are reserved and held by the Marcus Satoshi Trust.

• The Trust exists to safeguard LEAP’s mission, governance continuity, and long-term stewardship.

• Units held by the Trust are not issued to the public and are not subject to ordinary member dilution.

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2.4 Community & Member Allocation

• 51% of the total authorized Membership Units, equal to 30,600,000 Membership Units, are allocated for issuance to:

  • Founder Members

  • Community Members

  • Approved private participants

All issuances are subject to this Agreement, the Operating Agreement, and internal governance approvals.

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2.5 Unit Value (Internal Reference)

Based on the internal valuation:

• Implied value per Membership Unit: USD $0.05

This unit value is used for administrative, dashboard, and participation tracking purposes only.

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3. Membership Units

3.1 Nature of Membership Units

Membership Units represent:

• A proportional ownership and participation interest in LEAP

• Eligibility to participate in approved Company activities

• Economic participation as determined by Company performance and policy

Membership Units are not corporate shares and do not constitute securities.

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3.2 Voting & Governance Rights

Membership Units are issued as one of the following classes:

☐ Voting Membership Units
☐ Non-Voting Membership Units

(As designated by the Company at issuance)

Governance participation, if any, is exercised through:

• Committees

• Member voting protocols

• Community governance frameworks established by LEAP

The Company retains final authority over governance structure and voting eligibility. 

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4. Member Contributions

Membership may be obtained through one or more of the following, as approved by the Company:

• Financial contribution

• Professional services

• Operational participation

• Strategic or developmental support

The form and valuation of contributions are approved by LEAP and recorded in the Company’s internal records.

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5. Use of Funds

All contributions are pooled and used at the discretion of LEAP for purposes including:

• Platform and technology development

• Operations and administration

• Community projects

• Training, infrastructure, and approved initiatives

No funds are segregated, escrowed, or guaranteed for return.

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6. No Guaranteed Returns

The Member acknowledges that:

• There is no guarantee of profit, income, or appreciation

• Participation outcomes depend on Company performance

• Membership Units do not guarantee liquidity or resale value

LEAP does not promise dividends, distributions, or returns.

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7. Transfer Restrictions

Membership Units:

• May not be transferred without Company approval

• Are subject to Operating Agreement restrictions

• May be subject to a right of first refusal

Unauthorized transfers are void.

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8. Exit & Withdrawal

The Company is not obligated to repurchase Membership Units.

Any buyback, redemption, or exit is:

• At the Company’s discretion

• Subject to liquidity and performance

• Governed by the Operating Agreement

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9. Member Responsibilities

Members agree to:

• Act in good faith

• Support LEAP’s mission

• Avoid actions harmful to the organization

• Respect governance decisions

Failure may result in suspension or termination of membership per Company policy.

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10. No Employment Relationship

Membership does not create:

• Employment

• Agency

• Partnership outside of LLC membership

Any compensation for services is governed by separate written agreements.

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11. Governing Law

This Agreement shall be governed by the laws of the jurisdiction in which LEAP is registered.

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12. Entire Agreement

This Agreement, together with the Operating Agreement and internal governance documents, constitutes the entire understanding between the parties.

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13. Acknowledgment

By signing below, the Member acknowledges that:

• This is a membership participation agreement, not an investment contract

• No financial promises have been made

• They have had the opportunity to seek independent advice