/Docs/G/SAFT-CmA/Form/0.md
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  1. (Secs = (1.Sec = (1.Ti = Events)

    (1.sec = (1.0.sec = )
    (1.xlist =
    1. (1.Secs = (1.1.Sec = (1.1.Ti = Network Launch)

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      (1.1.xlist = )
      (1.1.00.sec = )
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    2. (1.2.Sec = (1.2.Ti = Dissolution Event)

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      before this instrument expires or terminates, the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      will pay an amount equal to the (_Purchase_Amount = {!!!}DefT.Purchase_Amount' class='definedterm'>Purchase Amount)
      multiplied by the (_Discount_Rate = {!!!}DefT.Discount_Rate' class='definedterm'>Discount Rate)
      (the “(DefT.Discounted_Purchase_Amount = (_Discounted_Purchase_Amount = {!!!}DefT.Discounted_Purchase_Amount' class='definedterm'>Discounted Purchase Amount)
      )
      ”), due and payable to the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      immediately prior to, or concurrent with, the consummation of the (_Dissolution_Event = {!!!}DefT.Dissolution_Event' class='definedterm'>Dissolution Event)
      (Event.Dissolution.SubjectTo.cl = , subject to the rights and preferences of the holders of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      ’s preferred stock, as set forth in the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      ’s Certificate of Incorporation, as it may be amended from time to time)
      If immediately prior to the consummation of the (_Dissolution_Event = {!!!}DefT.Dissolution_Event' class='definedterm'>Dissolution Event)
      , the assets of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      that remain legally available for distribution to the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      and all holders of all other (_SAFTs = {!!!}DefT.SAFT' class='definedterm'>SAFTs)
      (the “{DefT.Dissolving_Purchaser.sec}s”), as determined in good faith by the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      ’s board of directors, are insufficient to permit the payment to the (_Dissolving_Purchasers = {!!!}DefT.Dissolving_Purchaser' class='definedterm'>Dissolving Purchasers)
      of their respective (_Discounted_Purchase_Amounts = {!!!}DefT.Discounted_Purchase_Amount' class='definedterm'>Discounted Purchase Amounts)
      , then the remaining assets of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      legally available for distribution, following all distributions to the holders of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      ’s preferred stock, will be distributed with equal priority and pro rata among the (_Dissolving_Purchasers = {!!!}DefT.Dissolving_Purchaser' class='definedterm'>Dissolving Purchasers)
      in proportion to the (_Discounted_Purchase_Amounts = {!!!}DefT.Discounted_Purchase_Amount' class='definedterm'>Discounted Purchase Amounts)
      they would otherwise be entitled to receive pursuant to this Section 1(b). Any distributed amounts shall be in U.S. Dollars.)
      )
    3. (1.3.Sec = (1.3.Ti = Termination)

      (1.3.sec = This instrument will expire and terminate upon the earlier of (StopEvent.sec = i) (StopEvent.Issuance.sec = the issuance of (_Tokens = {!!!}DefT.Token' class='definedterm'>Tokens)
      to the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      pursuant to Section 1(a))
      ; ii) (StopEvent.Repayment.sec = the payment, or setting aside for payment, of amounts due the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      pursuant to Section 1(b))
      ; iii) (StopEvent.Deadline.sec = {DeadlineDate.YMD} (the “(DefT.Deadline_Date = (_Deadline_Date = {!!!}DefT.Deadline_Date' class='definedterm'>Deadline Date)
      )
      ”), if the (_Network_Launch = {!!!}DefT.Network_Launch' class='definedterm'>Network Launch)
      has not occurred as of such date; provided that, the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      shall have the right to extend the (_Deadline_Date = {!!!}DefT.Deadline_Date' class='definedterm'>Deadline Date)
      by sixty (60) days, in its sole discretion)
      ; and iv) (StopEvent.Fail.sec = the failure to obtain net proceeds of more than {NetProceeds.Minimum.$} from the sale of all rights pursuant to the (_SAFTs = {!!!}DefT.SAFT' class='definedterm'>SAFTs)
      ; provided, that in the case of (iv), the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      shall have the obligation to repay to the (_Purchasers = {!!!}DefT.Purchaser' class='definedterm'>Purchasers)
      the aggregate amount of all (_Purchase_Amounts = {!!!}DefT.Purchase_Amount' class='definedterm'>Purchase Amounts)
      )
      .)
      )
      )
      )
    )
    (1.00.sec = )
    )
    )
  2. (2.Sec = (Def.Sec = (Def.Ti = Definitions)

    (Def.sec = )
    )
    )
  3. (3.Sec = (3.Ti = Company Representations)

    (3.sec = (3.0.sec = )
    (3.xlist =
    1. (3.secs = (3.1.sec = The (_Company = {!!!}DefT.Company' class="definedterm">Company)
      is a corporation duly organized, validly existing and in good standing under the laws of {Company.Register.Adr.State}, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.)
    2. (3.2.sec = The execution, delivery and performance by the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      of this instrument is within the power of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      and, other than with respect to the actions to be taken when (_Tokens = {!!!}DefT.Token' class='definedterm'>Tokens)
      are to be issued to the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      , has been duly authorized by all necessary actions on the part of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      . This instrument constitutes a legal, valid and binding obligation of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      , enforceable against the (_Company = {!!!}DefT.Company' class="definedterm">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 = {!!!}DefT.Company' class="definedterm">Company)
      , it is not in violation of (i) its current articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      , or (iii) any material indenture or contract to which the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      is a party or by which it is bound, where, in each case, 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 = {!!!}DefT.Company' class="definedterm">Company)
      .)
    3. (3.3.sec = To the knowledge of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      , 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 = {!!!}DefT.Company' class="definedterm">Company)
      ; (ii) result in the acceleration of any material indenture or contract to which the (_Company = {!!!}DefT.Company' class="definedterm">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 = {!!!}DefT.Company' class="definedterm">Company)
      or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      , its business or operations.)
    4. (3.4.sec = No consents or approvals are required in connection with the performance of this instrument, other than: (i) the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      ’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws.)
    5. (3.5.sec = To its knowledge, the (_Company = {!!!}DefT.Company' class="definedterm">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 an infringement of the rights of others. {Token_Name} is not a proprietary trade name of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      . )
      )
    )
    (3.00.sec = )
    )
    )
  4. (4.Sec = (4.Ti = Purchaser Representations)

    (4.sec = (4.0.sec = )
    (4.xlist =
    1. (4.secs = (4.1.sec = The (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      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 (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      , 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.)
    2. (4.2.sec = The (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      has been advised that this instrument is a security and that the offers and sales of this instrument have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws. The (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      is purchasing this instrument 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 (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      has no present intention of selling, granting any participation in, or otherwise distributing the same. The (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      has such knowledge and experience in financial and business matters that the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      ’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.)
    3. (4.3.sec = The (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      enters into this (_SAFT = {!!!}DefT.SAFT' class='definedterm'>SAFT)
      with the predominant expectation that he, she or it, as the case may be, will profit upon the successful development and (_Network_Launch = {!!!}DefT.Network_Launch' class='definedterm'>Network Launch)
      arising from the efforts of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      and its employees to develop and market the (_Network = {!!!}DefT.Network' class='definedterm'>Network)
      and the (_Network_Launch = {!!!}DefT.Network_Launch' class='definedterm'>Network Launch)
      and related sale of the (_Tokens = {!!!}DefT.Token' class='definedterm'>Tokens)
      .)
      )
    )
    (4.00.sec = )
    )
    )
  5. (5.Sec = (5.Ti = Procedures for Purchase of Rights and Valuation of Purchase Amount. )

    (5.sec = (5.0.sec = )
    (5.xlist =
    1. (5.secs = (5.1.sec = The (_Company = {!!!}DefT.Company' class="definedterm">Company)
      will accept payment for the (_Right = {!!!}DefT.Right' class='definedterm'>Right)
      purchased under this (_SAFT = {!!!}DefT.SAFT' class='definedterm'>SAFT)
      in (PurchaseCurrency.cl = {U.S. Dollars/Bitcoin/Ether})
      . (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      shall make the required payment to the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      in consideration for (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      ’s purchase of the (_Right = {!!!}DefT.Right' class='definedterm'>Right)
      pursuant to the (_SAFT = {!!!}DefT.SAFT' class='definedterm'>SAFT)
      through the procedures set forth on Exhibit A hereof. )
    2. (5.2.sec = For purposes of this instrument, the value of the (_Purchase_Amount = {!!!}DefT.Purchase_Amount' class='definedterm'>Purchase Amount)
      shall be deemed in {CryptoType.cl} whether the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      pays in (PurchaseCurrency.cl = {U.S. Dollars/Bitcoin/Ether})
      , valued at the (_Applicable_Exchange_Rate = {!!!}DefT.Applicable Exchange_Rate' class='definedterm'>Applicable Exchange Rate)
      for {CryptoType.cl}. The term “(DefT.Applicable_Exchange_Rate = (_Applicable_Exchange_Rate = {!!!}DefT.Applicable Exchange_Rate' class='definedterm'>Applicable Exchange Rate)
      )
      ” shall mean the volume-weighted average daily price of {CryptoType.cl} (ExchangeAcross.cl = {across/on exchange(s)/index(es)})
      in the 24-hour period (Eastern Time) following the day and time that the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      notifies the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      , in writing, that the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      has accepted (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      ’s offer to purchase the (_Right = {!!!}DefT.Right' class='definedterm'>Right)
      under this (_SAFT = {!!!}DefT.SAFT' class='definedterm'>SAFT)
      .)
      )
    )
    (5.00.sec = )
    )
    )
  6. (6.Sec = (6.Ti = Miscellaneous)

    (6.sec = (6.0.sec = )
    (6.xlist =
    1. (6.secs = (6.1.sec = This instrument sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them. This instrument is one of a series of similar instruments entered into by the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      from time to time. Any provision of this instrument may be amended, waived or modified only upon the written consent of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      and the holders of a majority, in the aggregate, of the (_Purchase_Amounts = {!!!}DefT.Purchase_Amount' class='definedterm'>Purchase Amounts)
      paid to the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      with respect to all (_SAFTs = {!!!}DefT.SAFT' class='definedterm'>SAFTs)
      outstanding at the time of such amendment, waiver or modification.)
    2. (6.2.sec = Any notice required or permitted by this instrument will be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice received by the appropriate party.)
    3. (6.3.sec = The (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of capital stock of the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      for any purpose, nor will anything contained herein be construed to confer on the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      , as such, any of the rights of a stockholder of the (_Company = {!!!}DefT.Company' class="definedterm">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.)
    4. (6.4.sec = 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; provided, however, that this instrument and/or the rights contained herein may be assigned without the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      ’s consent by the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      to any other entity who directly or indirectly, controls, is controlled by or is under common control with the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      , including, without limitation, any general partner, managing member, officer or director of the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      , 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 (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      ; and provided, further, that the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      may assign this instrument in whole, without the consent of the (_Purchaser = {!!!}DefT.Purchaser' class='definedterm'>Purchaser)
      , in connection with a reincorporation to change the (_Company = {!!!}DefT.Company' class="definedterm">Company)
      ’s domicile. )
    5. (6.5.sec = 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.)
    6. (6.6.sec = All rights and obligations hereunder will be governed by {GoverningLaw.cl}, without regard to the conflicts of law provisions of such jurisdiction.)
      )
    )
    (6.00.sec = )
    )
    )
    )
)
)
(00.sec = (00.0.sec = (Signature page follows))
(00.xlist =
  • (00.secs = (00.1.sec = IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered.)
  • (00.2.sec =
    {Company.US.Contract.By.Sec}   {Purchaser.US.Contract.By.Sec}
    )
  • (00.3.sec = Exhibit A)
    )
)
(00.00.sec = )
)
)
)