Limen Yield Support & Guarantee Agreement
This Yield Support & Guarantee Agreement (this "Agreement") is entered into by and among:
- Limen Markets LLC, a Wyoming limited liability company (the "Guarantor," "Sponsor," or "Limen");
- Limen Markets Series 2026-[—], LLC, a Wyoming limited liability company (the "Company"); and
- the Company, or a collateral agent for the benefit of the Holders, as applicable under the Offering Documents (the "Collateral Agent").
Capitalized terms have the meanings given in Section 1 or in the Company's Private Placement Memorandum (the "PPM") and Operating Agreement (together, the "Offering Documents"). In the event of conflict regarding the guarantee, this Agreement controls; in the event of conflict with the Operating Agreement generally, the Operating Agreement controls.
Recitals
A. The Company offers membership interests (the "Units") to verified accredited investors (the "Holders") under Rule 506(c) of Regulation D. The Company deploys subscription proceeds, as depositor of record, into certificates of deposit and/or credit-union share certificates at FDIC-member banks and NCUA-insured credit unions (the "Deposits").
B. The Deposits earn approximately 4.5% per annum. The Company pays Holders a higher Stated Rate depending on term: 6.0% (6-month term), 7.0% (1-year term), and 7.5% (2-year term), each per annum (the "Stated Rate").
C. The amount by which the Stated Rate exceeds what the Deposits earn (the "Yield Support") is not generated by the Deposits. The Guarantor funds the Yield Support and guarantees payment of the Stated Rate and return of principal, from the Guarantor's own resources, on the terms below.
D. To support its obligations, the Guarantor pledges certain pre-IPO holdings and pre-funds a reserve, and the parties maintain a strict firewall ensuring that Holder subscriptions are used only to fund Deposits and never to pay another Holder's interest, Yield Support, or guaranteed amounts.
1. Definitions
- "Guaranteed Obligations" — (i) payment to each Holder of accrued interest at the applicable Stated Rate, and (ii) return of such Holder's principal, in each case when due under the Offering Documents (at maturity or upon an Exchange at the Redemption Value), to the extent not funded by the Deposits.
- "Yield Support Amount" — for any period, the amount by which the Stated Rate payable to Holders exceeds the actual net earnings on the Deposits allocable to those Holders.
- "Pledged Collateral" — the pre-IPO interests, securities, contract rights (including forward purchase agreements), and other assets of the Guarantor identified on Schedule A, together with proceeds, pledged under Section 5.
- "Reserve Account" — the segregated account described in Section 4.
- "Coverage Ratio" — the ratio of (a) the conservatively haircut value of the Pledged Collateral plus the Reserve Account balance, to (b) the aggregate outstanding Guaranteed Obligations (including projected Yield Support through scheduled maturities).
- "Exchange" / "Redemption Value" — as defined in Section 5A of the PPM (redemption of Units for equal-value pre-IPO interests at principal plus accrued guaranteed interest).
- "Firewall" — the segregation requirements of Section 6.
2. The Guarantee
2.1 Guarantee of payment. The Guarantor absolutely and irrevocably guarantees, as a guarantee of payment and not merely of collection, to the Holders (and to the Collateral Agent for their benefit) the full and timely payment of the Guaranteed Obligations as and when due, subject to the terms hereof.
2.2 Funding of Yield Support. The Guarantor shall fund each Yield Support Amount from its own resources — principally its capital, the Reserve Account, and proceeds realized from the Guarantor's own pre-IPO holdings upon a liquidity event — so that Holders receive the Stated Rate. The Yield Support Amount shall not be funded from the Deposits or from any Holder's subscription.
2.3 Nature of guarantee. This is an obligation of the Guarantor only. It is not an obligation of any bank, credit union, or governmental agency, is not FDIC- or NCUA-insured, and is only as good as the Guarantor's financial ability to pay. Nothing herein limits the risk disclosures in the PPM (including Risk Factors 8.20–8.22).
2.4 No guarantee of pre-IPO performance. The Guarantor does not guarantee the availability, allocation, value, or performance of any Pre-IPO Series obtained on an Exchange. The guarantee runs to the Stated Rate and principal on the Units only.
3. Stated Rate & Accrual
3.1 Rates. 6-month term: 6.0%; 1-year term: 7.0%; 2-year term: 7.5%; each per annum, accruing on outstanding principal as specified in the Offering Documents.
3.2 Early Exchange. Upon an Exchange before scheduled maturity, interest accrues at the applicable Stated Rate through the exchange date and is included in the Redemption Value, as specified in the Offering Documents.
3.3 Payment. Amounts are credited periodically and/or paid at maturity per the Offering Documents.
4. Pre-Funded Reserve
4.1 Reserve. At or before each closing, the Guarantor shall deposit into a segregated Reserve Account an amount equal to approximately 12–24 months of projected Yield Support on the capital then raised, so that near-term obligations are pre-funded rather than merely promised.
4.2 Use. The Reserve Account may be drawn only to pay Guaranteed Obligations. The Guarantor shall replenish the Reserve Account to the required level within a reasonable period following any draw, as specified in the Offering Documents.
4.3 Segregation. Reserve funds are the Guarantor's contributed capital and are not commingled with Holder subscriptions or Deposits.
5. Collateral / Pledge
5.1 Grant. The Guarantor pledges and grants a security interest in the Pledged Collateral to the Collateral Agent for the benefit of the Holders, to secure the Guaranteed Obligations, with attachment and perfection effected as provided in the Offering Documents.
5.2 Valuation & haircut. The Pledged Collateral is valued under a defined, conservative methodology with a haircut reflecting illiquidity and pre-IPO risk.
5.3 Coverage covenant / sizing. The Guarantor shall limit aggregate Guaranteed Obligations so that cumulative Yield Support and principal-shortfall exposure does not exceed approximately 25–50% of the conservatively haircut value of the Pledged Collateral plus the Reserve Account (i.e., a Coverage Ratio of at least roughly 2x), stress-tested against a scenario in which a substantial portion of the pre-IPO holdings fail to reach a liquidity event. The Maximum Raise is capped accordingly. If coverage falls below the minimum, the Guarantor shall pledge additional collateral, fund the Reserve Account, and/or suspend new subscriptions until cured.
5.4 Enforcement. Upon an Event of Default, the Collateral Agent may exercise remedies against the Pledged Collateral for the benefit of Holders, subject to applicable law, transfer restrictions, and the practical illiquidity of pre-IPO interests. Holders acknowledge enforcement may be delayed, partial, or yield less than the Guaranteed Obligations.
5.5 Limitations. The Pledged Collateral may be insufficient, illiquid, subordinated, or subject to prior permitted liens. Recovery is not assured.
6. The Firewall — No Commingling (Fundamental)
6.1 Use of subscriptions. Holder subscription proceeds shall be used solely to fund Deposits (net of disclosed organizational and offering expenses). No Holder's subscription shall ever be used to pay another Holder's interest, Yield Support, principal, redemption, or guaranteed amount.
6.2 Separate accounts. Subscriptions/Deposits, the Reserve Account, and the Guarantor's operating funds shall be held in separate, identifiable accounts with records sufficient to trace every payment to its source.
6.3 Independent verification. The Firewall, Reserve Account, and Coverage Ratio shall be subject to independent administration and/or annual audit, with reports made available to the Collateral Agent and/or Holders, as provided in the Offering Documents.
6.4 Acknowledgment. The parties acknowledge that a breach of the Firewall — using new investor money to pay existing investors — could constitute a fraudulent or Ponzi-like scheme exposing the parties and their principals to civil and criminal liability. Compliance is a material, non-waivable obligation.
7. Representations & Covenants of the Guarantor
7.1 Solvency. As of the date hereof and after giving effect to its obligations, the Guarantor is solvent, able to pay its debts as they come due, and not engaged in business with unreasonably small capital.
7.2 Financial disclosure. The Guarantor shall provide financial statements and periodic reporting on the Pledged Collateral, Reserve Account, and Coverage Ratio to the Collateral Agent and/or Holders, as required for the related securities disclosure (see PPM Exhibit M — Guarantor financial condition disclosure).
7.3 Sizing discipline. The Guarantor shall not permit aggregate Guaranteed Obligations to exceed the limits implied by the Coverage Ratio and the agreed sizing model; the Maximum Raise shall be capped accordingly.
7.4 No conflicting liens; further assurances; notice of default. The Guarantor shall not grant conflicting liens on the Pledged Collateral except permitted liens, shall execute such further documents as reasonably required to perfect and maintain the security interest, and shall promptly notify the Collateral Agent of any default.
8. Events of Default; Remedies
8.1 Events of Default. Include, without limitation: failure to pay a Guaranteed Obligation when due (subject to any cure period); breach of the Firewall; an uncured Coverage Ratio breach; insolvency or bankruptcy of the Guarantor; and material misrepresentation.
8.2 Remedies. Upon an Event of Default, the Collateral Agent may accelerate, enforce against the Pledged Collateral, draw the Reserve Account, and pursue the Guarantor, for the benefit of Holders. Remedies are cumulative. Recovery remains subject to the value and liquidity of the Guarantor's assets and the Pledged Collateral.
8.3 Subordination / priority. To the extent the Pledged Collateral is insufficient, Holders may be unsecured creditors of the Guarantor, with priority relative to other Guarantor creditors as provided by law and the Offering Documents.
9. Investor Acknowledgments
Each Holder, by purchasing Units, acknowledges that: (a) the above-Deposit portion of the return is subsidized and guaranteed by Limen Markets LLC, not earned by the Deposits and not FDIC/NCUA-insured; (b) the guarantee is only as good as the Guarantor's solvency; (c) the Pledged Collateral is speculative and illiquid and may be insufficient; (d) in a stressed scenario the Holder may receive less than the Stated Rate, experience delays, or lose principal; and (e) the Holder has reviewed Risk Factors 8.20–8.22 of the PPM.
10. Miscellaneous
Governing law: Wyoming. Dispute resolution, notices, amendment (and limits on amendments adverse to Holders), assignment, severability, entire agreement, and counterparts are as set forth in the definitive Agreement and the Offering Documents.