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<body class="c28">
<p class="c14"><span class="c8 c1 c0"> NOTICE TO RESIDENTS OF THE UNITED STATES</span></p>
<p class="c14 c12"><span class="c1 c0 c8"></span></p>
<p class="c14"><span class="c0">THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “</span><span class="c1 c0 c11">SECURITIES ACT</span><span class="c5 c0">”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.</span></p>
<p class="c14 c12"><span class="c5 c0"></span></p>
<p class="c14 c12"><span class="c5 c0"></span></p>
<p class="c14"><span class="c1 c0 c30">NOTICE TO RESIDENTS OF CANADA</span></p>
<p class="c14 c12"><span class="c5 c0"></span></p>
<p class="c14"><span class="c5 c0">UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.</span></p>
<p class="c14 c12"><span class="c5 c0"></span></p>
<p class="c26"><span class="c8 c1 c0">NOTICE TO RESIDENTS OF CHINA</span></p>
<p class="c14"><span class="c0">THE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA</span></p>
<p class="c14 c12"><span class="c5 c0"></span></p>
<p class="c14"><span class="c8 c1 c0">NOTICE TO RESIDENTS OF THE UNITED KINGDOM</span></p>
<p class="c14 c12"><span class="c8 c1 c0"></span></p>
<p class="c14"><span class="c0">IN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (</span><span class="c0">i</span><span class="c0">) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘</span><span class="c1 c0 c11">FPO</span><span class="c0">’’)); (</span><span class="c0">ii</span><span class="c0">) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (</span><span class="c0">iii</span><span class="c0">) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (</span><span class="c0">iv</span><span class="c5 c0">) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’).</span></p>
<p class="c14 c12"><span class="c5 c0"></span></p>
<p class="c14"><span class="c5 c0">THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON.</span></p>
<hr style="page-break-before:always;display:none;">
<p class="c20 c12 c21"><span class="c5 c0"></span></p>
<p class="c22 c20"><span class="c1 c0">[Company Name]</span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c22 c20"><span class="c18 c1 c23 c0">SAFTE </span></p>
<p class="c20 c22"><span class="c18 c1 c23 c0">(Simple Agreement for Future Tokens or Equity)</span></p>
<p class="c16 c31 c20 c12 c35"><span class="c5 c0"></span></p>
<p class="c9"><span class="c0">THIS CERTIFIES THAT in exchange for the payment by _____________________ (the “</span><span class="c1 c0">Investor</span><span class="c0">”) of _________________ (the “</span><span class="c1 c0">Purchase Amount</span><span class="c0">”) on or about ________________, [Company Name], a [Incorporating State] corporation (the “</span><span class="c1 c0">Company</span><span class="c0">”), hereby issues to the Investor the right to either (1) cryptographic tokens in [Token Name] Tokens (the “</span><span class="c1 c0">Token(s)</span><span class="c5 c0">”); or (2) certain shares in the Company’s share capital, in either case on the terms set forth below.</span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c9"><span class="c0">The “</span><span class="c1 c0">Valuation Cap</span><span class="c5 c0">” is _________________. </span></p>
<p class="c20 c27"><span class="c0">The “</span><span class="c1 c0">Discount Rate</span><span class="c5 c0">” is _________________.</span></p>
<p class="c27 c20"><span class="c0">See </span><span class="c1 c0">Section 2</span><span class="c5 c0"> for certain additional defined terms.</span></p>
<p class="c13"><span class="c1 c0">1. </span><span class="c18 c1 c0 c11">Events</span></p>
<p class="c7"><span class="c5 c0"> </span></p>
<p class="c7"><span class="c0">(a) </span><span class="c4 c1 c0">Token Sale</span><span class="c0">. In the event that the Company or any Nominated Entity operates a Qualifying Token Sale, the Investor may elect to receive Tokens at the conclusion of said Qualifying Token Sale, by furnishing a notice to the Company in writing. If the Investor elects to receive Tokens at the conclusion of Qualifying Token Sale, the Company will automatically issue to the Investor, or will take all reasonable steps to procure that the Nominated Entity promptly issues to the Investor, a number of Tokens (the “</span><span class="c1 c0">Investor</span><span class="c0"> </span><span class="c1 c0">Tokens</span><span class="c5 c0">”) equal to the Purchase Amount divided by the rate determined by the Company at its sole discretion, provided that the rate is no greater than Token Discount Minimum Price.</span></p>
<p class="c7 c12"><span class="c5 c0"></span></p>
<p class="c6"><span class="c5 c0"> In connection with and prior to the issuance of Tokens by the Company to the Investor pursuant to this Section 1(a):</span></p>
<p class="c3"><span class="c5 c0">(i) The Investor will execute and deliver to the Company any and all other transaction documents related to this SAFTE, including verification of accredited investor status or non-U.S. person status under the applicable securities laws; and</span></p>
<p class="c3"><span class="c5 c0">(ii) The Investor will provide to the Company a network address to which to allocate Investor’s Tokens upon closing of the Token Sale.</span></p>
<p class="c3"><span class="c5 c0">(iii) If the Company elects to operate the Token Sale using a Nominated Entity, it will inform the Investor in writing. The performance by the Nominated Entity of the obligations of the Company under this instrument will duly discharge the obligations of the Company to the Investor with respect to the operation of the Token Sale. Company warrants that the Nominated Entity will issue Investor Tokens to Investors who elect to receive Tokens according to the terms and conditions of this instrument. </span></p>
<p class="c6"><span class="c0"> (b) </span><span class="c4 c1 c0">Equity Financing</span><span class="c5 c0">. If there is an Equity Financing before the expiration or termination of this instrument, and the Investor has not received Investor Tokens pursuant to Section 1(a), the Company will automatically issue to the Investor a number of shares of SAFTE Preferred Stock equal to the Purchase Amount divided by the Conversion Price.</span></p>
<p class="c6"><span class="c5 c0"> In connection with the issuance of SAFTE Preferred Stock by the Company to the Investor pursuant to this Section 1(b): </span></p>
<p class="c3"><span class="c0">(i) The Investor will execute and deliver to the Company all transaction documents related to the Equity Financing; </span><span class="c0 c11">provided, </span><span class="c0">that such documents are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the SAFTE Preferred Stock if applicable, and </span><span class="c0 c11">provided further,</span><span class="c5 c0"> that such documents have customary exceptions to any drag-along applicable to the Investor, including, without limitation, limited representations and warranties and limited liability and indemnification obligations on the part of the Investor; and</span></p>
<p class="c3"><span class="c5 c0">(ii) The Investor and the Company will execute a Pro Rata Rights Agreement, unless the Investor is already included in such rights in the transaction documents related to the Equity Financing.</span></p>
<p class="c6"><span class="c0"> (c) </span><span class="c4 c1 c0">Liquidity Event</span><span class="c5 c0">. If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. </span></p>
<p class="c20 c29"><span class="c0">In connection with Section (c)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other SAFEs and SAFTEs (collectively, the “</span><span class="c1 c0">Cash-Out Investors</span><span class="c0">”) in full, then all of the Company’s available funds will be distributed with equal priority and </span><span class="c0 c11">pro rata</span><span class="c0"> among the Cash-Out Investors in proportion to their Purchase Amounts, and the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. In connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce, </span><span class="c0 c11">pro rata</span><span class="c5 c0">, the Purchase Amounts payable to the Cash-Out Investors by the amount determined by its board of directors in good faith to be advisable for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, and in such case, the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price.</span></p>
<p class="c13"><span class="c19 c0"> </span><span class="c0">(d) </span><span class="c4 c1 c0">Dissolution Event</span><span class="c0">. If there is a Dissolution Event before this instrument expires or terminates, the Company will pay an amount equal to the Purchase Amount, due and payable to the Investor immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in preference to any Distribution of any of the assets of the Company to holders of outstanding Capital Stock by reason of their ownership thereof. If immediately prior to the consummation of the Dissolution Event, the assets of the Company legally available for distribution to the Investor and all holders of all other SAFEs and SAFTEs (the “</span><span class="c1 c0">Dissolving Investors</span><span class="c0">”), as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Dissolving Investors of their respective Purchase Amounts, then the entire assets of the Company legally available for distribution will be distributed with equal priority and </span><span class="c0 c11">pro rata</span><span class="c5 c0"> among the Dissolving Investors in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(d).</span></p>
<p class="c13"><span class="c0"> (e) </span><span class="c1 c0 c4">Termination</span><span class="c5 c0">. This instrument will expire and immediately terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this instrument) upon either (i) the issuance of Tokens to the Investor pursuant to Section 1(a); (ii) the issuance of stock to the Investor pursuant to Section 1(b) or Section 1(c)(ii); or (iii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Section 1(c)(i) or Section 1(d).</span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c9"><span class="c0">2. </span><span class="c18 c1 c0 c11">Definitions</span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c9"><span class="c0"> “</span><span class="c1 c0">Capital Stock</span><span class="c0">” means the capital stock of the Company, including, without limitation, the “</span><span class="c1 c0">Common Stock</span><span class="c0">” and the “</span><span class="c1 c0">Preferred Stock</span><span class="c5 c0">.”</span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Change of Control</span><span class="c5 c0">” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company. </span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c9"><span class="c0"> “</span><span class="c1 c0">Company Capitalization</span><span class="c0">” means the </span><span class="c4 c1 c0">sum</span><span class="c0">, as of immediately prior to the Equity Financing, of: (</span><span class="c1 c0">1</span><span class="c0">) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other SAFEs and SAFTEs, and (C) convertible promissory notes; </span><span class="c4 c1 c0">and</span><span class="c0"> (</span><span class="c1 c0">2</span><span class="c5 c0">) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.</span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Conversion Price</span><span class="c5 c0">” means the either: (1) the SAFTE Price or (2) the Discount Price, whichever calculation results in a greater number of shares of SAFTE Preferred Stock.</span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Discount Price</span><span class="c5 c0">” means the price per share of the Standard Preferred Stock sold in the Equity Financing multiplied by the Discount Rate. </span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Distribution</span><span class="c5 c0">” means the transfer to holders of Capital Stock by reason of their ownership thereof of cash or other property without consideration whether by way of dividend or otherwise, other than dividends on Common Stock payable in Common Stock, or the purchase or redemption of Capital Stock by the Company or its subsidiaries for cash or property other than: (i) repurchases of Common Stock held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to an agreement providing, as applicable, a right of first refusal or a right to repurchase shares upon termination of such service provider’s employment or services; or (ii) repurchases of Capital Stock in connection with the settlement of disputes with any stockholder.</span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c9"><span class="c0"> “</span><span class="c1 c0">Dissolution Event</span><span class="c0">” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (</span><span class="c4 c1 c0">excluding</span><span class="c5 c0"> a Liquidity Event), whether voluntary or involuntary.</span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Equity Financing</span><span class="c5 c0">” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed pre-money valuation. </span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Initial Public Offering</span><span class="c5 c0">” means the closing of the Company’s first firm commitment underwritten initial public offering of Common Stock pursuant to a registration statement filed under the Securities Act.</span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c9"><span class="c0"> “</span><span class="c1 c0">Liquidity Capitalization</span><span class="c0">” means the number, as of immediately prior to the Liquidity Event, of shares of Capital Stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but</span><span class="c1 c0"> </span><span class="c4 c1 c0">excluding</span><span class="c5 c0">: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) this instrument; (iii) other SAFEs and SAFTEs; and (iv) convertible promissory notes.</span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c9"><span class="c0"> “</span><span class="c1 c0">Liquidity Event</span><span class="c5 c0">” means a Change of Control or an Initial Public Offering. </span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Liquidity Price</span><span class="c5 c0">” means the price per share equal to the Valuation Cap divided by the Liquidity Capitalization. </span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Nominated Entity</span><span class="c5 c0">” means a company or other organisation, nominated by the Company to operate the Qualifying Token Sale. Nominated Entity will be created and owned by Company but will operate as a separate legal entity. </span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Pro Rata Rights Agreement</span><span class="c0">” means a written agreement between the Company and the Investor (and holders of other SAFEs and SAFTEs, as appropriate) giving the Investor a right to purchase its </span><span class="c0 c11">pro rata</span><span class="c0"> share of private placements of securities by the Company </span><span class="c4 c1 c0">occurring after the Equity Financing</span><span class="c0">, subject to customary exceptions. </span><span class="c0 c11">Pro rata </span><span class="c0">for purposes of the Pro Rata Rights Agreement</span><span> </span><span class="c5 c0">will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities. </span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">[Token Name] Tokens</span><span class="c5 c0">” means a suite of smart contracts built on the Ethereum Network or a suite of executable programming scripts on decentralized blockchain-based computer networks of similar nature, which facilitates the operations of the Company’s online platform [Company’s website].</span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Qualifying Token Sale</span><span class="c5 c0">” means the operation by the Company or any subsidiary thereof of a public sale of cryptographic tokens necessary for the operation of [Token Name] Tokens.</span></p>
<p class="c13"><span class="c0"> “</span><span class="c0 c1">SAFE</span><span class="c5 c0">” means an instrument containing a future right to shares of Capital Stock, similar in form and content to the instrument attached in APPENDIX A, purchased by investors for the purpose of funding the Company’s business operations.</span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">SAFTE</span><span class="c5 c0">” means an instrument containing a future right to a certain number of Investor Tokens or shares of Capital Stock, at Investor’s option, similar in form and content to this instrument, purchased by investors for the purpose of funding the Company’s business operations.</span></p>
<p class="c13" id="h.gjdgxs"><span class="c0"> “</span><span class="c1 c0">SAFTE</span><span class="c0"> </span><span class="c1 c0">Preferred Stock</span><span class="c5 c0">” means the shares of a series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price; and (iii) the right of conversion to [Token Name] Tokens at the conclusion of a Qualifying Token Sale, provided that Investor has not previously converted equity into Investor Tokens, at a rate that each unit of SAFTE Preferred Stock can be converted to a number of [Token Name] Tokens equal to a price per share of the Standard Preferred Stock at the time of Equity Financing divided by the Token Minimum Price; the right of conversion to [Token Name] Tokens at the conclusion of a Qualifying Token Sale is provided for in SAFTE Preferred Stock, regardless of whether any right of conversion to [Token Name] Tokens is provided for in Standard Preferred Stock.</span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">SAFTE Price</span><span class="c5 c0">” means the price per share equal to the Valuation Cap divided by the Company Capitalization.</span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Standard Preferred Stock</span><span class="c5 c0">” means the shares of a series of Preferred Stock issued to the investors investing new money in the Company in connection with the initial closing of the Equity Financing.</span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Token Minimum Price</span><span class="c5 c0">” means the minimum price per Token sold (i.e., not gifted or transferred without remuneration) by the Company or Nominated Entity during a Qualifying Token Sale.</span></p>
<p class="c13"><span class="c0"> “</span><span class="c1 c0">Token Discount Minimum Price</span><span class="c5 c0">” means the Token Minimum Price multiplied by the Discount Rate.</span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c9"><span class="c0"> 3. </span><span class="c18 c1 c0 c11">Company Representations</span></p>
<p class="c13"><span class="c5 c0"> (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.</span></p>
<p class="c13"><span class="c0"> (b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, </span><span>where, in each case, </span><span class="c5 c0">such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.</span></p>
<p class="c13"><span class="c5 c0"> (c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.</span></p>
<p class="c13"><span class="c5 c0"> (d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.</span></p>
<p class="c13"><span class="c5 c0"> (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.</span></p>
<p class="c9 c12"><span class="c18 c1 c0 c11"></span></p>
<p class="c9"><span class="c0">4. </span><span class="c1 c0 c11">Investor Representations</span></p>
<p class="c13"><span class="c5 c0"> (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. </span></p>
<p class="c13"><span class="c5 c0"> (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. </span></p>
<p class="c13"><span class="c0">5. </span><span class="c18 c1 c0 c11">Miscellaneous</span></p>
<p class="c13"><span class="c0"> (a)</span><span class="c1 c0 c11"> </span><span class="c5 c0">Any provision of this instrument may be amended, waived or modified only upon the written consent of the Company and the Investor. </span></p>
<p class="c13"><span class="c5 c0"> (b) Any notice required or permitted by this instrument will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.</span></p>
<p class="c13"><span class="c0 c5"> (c) The Investor is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of Capital Stock for any purpose, nor will anything contained herein be construed to confer on the Investor, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise until shares have been issued upon the terms described herein.</span></p>
<p class="c13"><span class="c0"> (d) Neither this instrument nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other; </span><span class="c0 c11">provided, however</span><span class="c0">, that this instrument and/or the rights contained herein may be assigned without the Company’s consent by the Investor to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Investor, including, without limitation, any general partner, managing member, officer or director of the Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Investor; and </span><span class="c0 c11">provided, further</span><span class="c5 c0">, that the Company may assign this instrument in whole, without the consent of the Investor, in connection with a reincorporation to change the Company’s domicile. </span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c9"><span class="c5 c0"> (e) In the event any one or more of the provisions of this instrument is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this instrument operate or would prospectively operate to invalidate this instrument, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. </span></p>
<p class="c9 c12"><span class="c5 c0"></span></p>
<p class="c9"><span class="c5 c0"> (f) All rights and obligations hereunder will be governed by the laws of the State of [Governing law state], without regard to the conflicts of law provisions of such jurisdiction.</span></p>
<p class="c16 c12 c20"><span class="c5 c0"></span></p>
<p class="c22 c20"><span class="c0">(</span><span class="c0 c11">Signature page follows</span><span class="c5 c0">)</span></p>
<hr style="page-break-before:always;display:none;">
<p class="c16 c20 c12"><span class="c5 c0"></span></p>
<p class="c16 c20"><span class="c5 c0">IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered.</span></p>
<p class="c16 c20 c12 c24"><span class="c5 c0"></span></p>
<p class="c16 c20 c32"><span class="c18 c1 c23 c0">[Company Name]</span></p>
<p class="c16 c24 c20 c12"><span class="c5 c0"></span></p>
<p class="c16 c32 c20"><span class="c5 c0">By: [Company officer’s name]</span></p>
<p class="c16 c20 c12 c34"><span class="c2 c0"></span></p>
<p class="c16 c32 c20"><span class="c5 c0">Title: [Company officer’s title]</span></p>
<p class="c16 c32 c20"><span>Address:</span><span class="c0"> [Company street address]</span></p>
<p class="c16 c32 c20"><span class="c5 c0"> [City]</span></p>
<p class="c16 c32 c20"><span class="c5 c0"> [State, Zipcode]</span></p>
<p class="c16 c32 c20"><span class="c0"> [Country] </span></p>
<p class="c16 c32 c20"><span class="c5 c0">Email: [Company officer’s email] </span></p>
<br><br>
<p class="c16 c20 c32"><span class="c18 c1 c23 c0">INVESTOR:</span></p>
<p class="c16 c24 c20 c12"><span class="c5 c0"></span></p>
<p class="c16 c20 c32"><span class="c0">By: [Name of Investor’s Entity]</span></p>
<p class="c16 c20 c32"><span class="c0">Name: [Investor’s name] </span></p>
<p class="c16 c20 c32"><span class="c0">Title: [Investor’s title]</span></p>
<p class="c16 c20 c32"><span class="c0">Address: [Investor’s address]</span></p>
<p class="c16 c20 c32"><span>Email: [Investor’s Email] </span></p>
<p class="c17 c12 c31"><span class="c5 c15"></span></p>
<p class="c17 c31 c12"><span class="c5 c15"></span></p>
<p class="c17 c31"><span class="c5 c15"> </span></p>
<hr style="page-break-before:always;display:none;">
<p class="c10"><span class="c18 c1 c23 c0">APPENDIX A: </span></p>
<p class="c10"><span class="c18 c1 c23 c0">THIS SAMPLE DOCUMENT IS PROVIDED FOR DISPLAY PURPOSES ONLY AS A REFERENCE TO DEFINITION OF TERMS IN THE SAFTE AGREEMENT TO WHICH THIS APPENDIX IS ATTACHED. THE CONTENT OF THIS APPENDIX DOES NOT REPRESENT ANY AGREEMENT REACHED BETWEEN AFOREMENTIONED PARTIES OF SAFTE AGREEMENT.</span></p>
<p class="c10 c12"><span class="c18 c15 c1 c23"></span></p>
<p class="c10"><span class="c0">THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “</span><span class="c1 c0">SECURITIES ACT</span><span class="c5 c0">”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. </span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c1 c0">[Company Name]</span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c18 c1 c23 c0">SAFE </span></p>
<p class="c10"><span class="c18 c1 c23 c0">(Simple Agreement for Future Equity)</span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c0">THIS CERTIFIES THAT in exchange for the payment by _____________________ (the “</span><span class="c1 c0">Investor</span><span class="c0">”) of ______________ (the “</span><span class="c1 c0">Purchase Amount</span><span class="c0">”) on or about ________________, [Company Name] Inc, a [Incorporating State] corporation (the “</span><span class="c1 c0">Company</span><span class="c5 c0">”), hereby issues to the Investor the right to certain shares of the Company’s capital stock, subject to the terms set forth below. </span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c0">The “</span><span class="c1 c0">Valuation Cap</span><span class="c5 c0">” is _____________. </span></p>
<p class="c10"><span class="c0">The “</span><span class="c1 c0">Discount Rate</span><span class="c0">” is </span><span class="c0 c11"> </span><span class="c5 c0">_____________.</span></p>
<p class="c10"><span class="c0">See </span><span class="c1 c0">Section 2</span><span class="c5 c0"> for certain additional defined terms.</span></p>
<p class="c10"><span class="c1 c0">1. </span><span class="c18 c1 c0 c11">Events</span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c0"> (a) </span><span class="c4 c1 c0">Equity Financing</span><span class="c5 c0">. If there is an Equity Financing before the expiration or termination of this instrument, the Company will automatically issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price.</span></p>
<p class="c10"><span class="c5 c0"> In connection with the issuance of Safe Preferred Stock by the Company to the Investor pursuant to this Section 1(a): </span></p>
<p class="c10"><span class="c0">(i) The Investor will execute and deliver to the Company all transaction documents related to the Equity Financing; </span><span class="c0 c11">provided, </span><span class="c0">that such documents are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and </span><span class="c0 c11">provided further,</span><span class="c5 c0"> that such documents have customary exceptions to any drag-along applicable to the Investor, including, without limitation, limited representations and warranties and limited liability and indemnification obligations on the part of the Investor; and</span></p>
<p class="c10"><span class="c5 c0">(ii) The Investor and the Company will execute a Pro Rata Rights Agreement, unless the Investor is already included in such rights in the transaction documents related to the Equity Financing.</span></p>
<p class="c10"><span class="c0"> (b) </span><span class="c4 c1 c0">Liquidity Event</span><span class="c5 c0">. If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. </span></p>
<p class="c10"><span class="c0">In connection with Section (b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Safes (collectively, the “</span><span class="c1 c0">Cash-Out Investors</span><span class="c0">”) in full, then all of the Company’s available funds will be distributed with equal priority and </span><span class="c0 c11">pro rata</span><span class="c0"> among the Cash-Out Investors in proportion to their Purchase Amounts, and the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. In connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce, </span><span class="c0 c11">pro rata</span><span class="c5 c0">, the Purchase Amounts payable to the Cash-Out Investors by the amount determined by its board of directors in good faith to be advisable for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, and in such case, the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price.</span></p>
<p class="c10"><span class="c0 c19"> </span><span class="c0">(c) </span><span class="c4 c1 c0">Dissolution Event</span><span class="c0">. If there is a Dissolution Event before this instrument expires or terminates, the Company will pay an amount equal to the Purchase Amount, due and payable to the Investor immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in preference to any Distribution of any of the assets of the Company to holders of outstanding Capital Stock by reason of their ownership thereof. If immediately prior to the consummation of the Dissolution Event, the assets of the Company legally available for distribution to the Investor and all holders of all other Safes (the “</span><span class="c1 c0">Dissolving Investors</span><span class="c0">”), as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Dissolving Investors of their respective Purchase Amounts, then the entire assets of the Company legally available for distribution will be distributed with equal priority and </span><span class="c0 c11">pro rata</span><span class="c5 c0"> among the Dissolving Investors in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(c).</span></p>
<p class="c10"><span class="c0"> (d) </span><span class="c4 c1 c0">Termination</span><span class="c5 c0">. This instrument will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this instrument) upon either (i) the issuance of stock to the Investor pursuant to Section 1(a) or Section 1(b)(ii); or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Section 1(b)(i) or Section 1(c).</span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c0">2. </span><span class="c1 c0 c11 c18">Definitions</span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Capital Stock</span><span class="c0">” means the capital stock of the Company, including, without limitation, the “</span><span class="c1 c0">Common Stock</span><span class="c0">” and the “</span><span class="c1 c0">Preferred Stock</span><span class="c5 c0">.”</span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Change of Control</span><span class="c5 c0">” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company. </span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Company Capitalization</span><span class="c0">” means the </span><span class="c4 c1 c0">sum</span><span class="c0">, as of immediately prior to the Equity Financing, of: (</span><span class="c1 c0">1</span><span class="c0">) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; </span><span class="c4 c1 c0">and</span><span class="c0"> (</span><span class="c1 c0">2</span><span class="c5 c0">) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.</span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Conversion Price</span><span class="c5 c0">” means the either: (1) the Safe Price or (2) the Discount Price, whichever calculation results in a greater number of shares of Safe Preferred Stock.</span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Discount Price</span><span class="c5 c0">” means the price per share of the Standard Preferred Stock sold in the Equity Financing multiplied by the Discount Rate. </span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Distribution</span><span class="c5 c0">” means the transfer to holders of Capital Stock by reason of their ownership thereof of cash or other property without consideration whether by way of dividend or otherwise, other than dividends on Common Stock payable in Common Stock, or the purchase or redemption of Capital Stock by the Company or its subsidiaries for cash or property other than: (i) repurchases of Common Stock held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to an agreement providing, as applicable, a right of first refusal or a right to repurchase shares upon termination of such service provider’s employment or services; or (ii) repurchases of Capital Stock in connection with the settlement of disputes with any stockholder.</span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Dissolution Event</span><span class="c0">” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (</span><span class="c4 c1 c0">excluding</span><span class="c5 c0"> a Liquidity Event), whether voluntary or involuntary.</span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Equity Financing</span><span class="c5 c0">” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed pre-money valuation. </span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Initial Public Offering</span><span class="c5 c0">” means the closing of the Company’s first firm commitment underwritten initial public offering of Common Stock pursuant to a registration statement filed under the Securities Act.</span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Liquidity Capitalization</span><span class="c0">” means the number, as of immediately prior to the Liquidity Event, of shares of Capital Stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but</span><span class="c1 c0"> </span><span class="c4 c1 c0">excluding</span><span class="c5 c0">: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) this instrument; (iii) other Safes; and (iv) convertible promissory notes.</span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Liquidity Event</span><span class="c5 c0">” means a Change of Control or an Initial Public Offering. </span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Liquidity Price</span><span class="c5 c0">” means the price per share equal to the Valuation Cap divided by the Liquidity Capitalization. </span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Pro Rata Rights Agreement</span><span class="c0">” means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate) giving the Investor a right to purchase its </span><span class="c0 c11">pro rata</span><span class="c0"> share of private placements of securities by the Company </span><span class="c4 c1 c0">occurring after the Equity Financing</span><span class="c0">, subject to customary exceptions. </span><span class="c0 c11">Pro rata </span><span class="c0">for purposes of the Pro Rata Rights Agreement</span><span> </span><span class="c5 c0">will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities. </span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Safe</span><span class="c5 c0">” means an instrument containing a future right to shares of Capital Stock, similar in form and content to this instrument, purchased by investors for the purpose of funding the Company’s business operations.</span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Safe</span><span class="c0"> </span><span class="c1 c0">Preferred Stock</span><span class="c5 c0">” means the shares of a series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.</span></p>
<p class="c10"><span class="c0"> “</span><span class="c1 c0">Safe Price</span><span class="c5 c0">” means the price per share equal to the Valuation Cap divided by the Company Capitalization.</span></p>
<p class="c10"><span class="c0"> “S</span><span class="c1 c0">tandard Preferred Stock</span><span class="c5 c0">” means the shares of a series of Preferred Stock issued to the investors investing new money in the Company in connection with the initial closing of the Equity Financing.</span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c0"> 3. </span><span class="c18 c1 c0 c11">Company Representations</span></p>
<p class="c10"><span class="c5 c0"> (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.</span></p>
<p class="c10"><span class="c0"> (b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, </span><span>where, in each case, </span><span class="c5 c0">such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.</span></p>
<p class="c10"><span class="c5 c0"> (c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.</span></p>
<p class="c10"><span class="c5 c0"> (d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.</span></p>
<p class="c10"><span class="c5 c0"> (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.</span></p>
<p class="c10 c12"><span class="c18 c1 c0 c11"></span></p>
<p class="c10"><span class="c0">4. </span><span class="c1 c0 c11">Investor Representations</span></p>
<p class="c10"><span class="c5 c0"> (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. </span></p>
<p class="c10"><span class="c5 c0"> (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. </span></p>
<p class="c10"><span class="c0">5. </span><span class="c18 c1 c0 c11">Miscellaneous</span></p>
<p class="c10"><span class="c0"> (a)</span><span class="c1 c0 c11"> </span><span class="c5 c0">Any provision of this instrument may be amended, waived or modified only upon the written consent of the Company and the Investor. </span></p>
<p class="c10"><span class="c5 c0"> (b) Any notice required or permitted by this instrument will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.</span></p>
<p class="c10"><span class="c5 c0"> (c) The Investor is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of Capital Stock for any purpose, nor will anything contained herein be construed to confer on the Investor, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise until shares have been issued upon the terms described herein.</span></p>
<p class="c10"><span class="c0"> (d) Neither this instrument nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other; </span><span class="c0 c11">provided, however</span><span class="c0">, that this instrument and/or the rights contained herein may be assigned without the Company’s consent by the Investor to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Investor, including, without limitation, any general partner, managing member, officer or director of the Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Investor; and </span><span class="c0 c11">provided, further</span><span class="c5 c0">, that the Company may assign this instrument in whole, without the consent of the Investor, in connection with a reincorporation to change the Company’s domicile. </span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c5 c0"> (e) In the event any one or more of the provisions of this instrument is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this instrument operate or would prospectively operate to invalidate this instrument, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. </span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c10"><span class="c5 c0"> (f) All rights and obligations hereunder will be governed by the laws of the State of [Governing law state], without regard to the conflicts of law provisions of such jurisdiction.</span></p>
<p class="c10 c12"><span class="c5 c0"></span></p>
<p class="c17 c12"><span class="c18 c15 c1 c23"></span></p>
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