Note	=	Preliminary Note
Note	=	This One-Page Simple Agreement for Future Tokens Annex (this “Annex”) is an annex of legal terms and provisions to be incorporated by reference into the One-Page Simple Agreement for Future Tokens. This Annex is designed to be a starting point only and should be tailored to meet your specific business and requirements for the relevant jurisdictions and applicable laws. This Annex should not be construed as legal advice for any particular facts or circumstances.
Ti	=	ONE-PAGE SIMPLE AGREEMENT FOR FUTURE TOKENS ANNEX
1.Ti	=	Definitions
1.sec	=	Undefined capitalized terms have the meanings attributed to them in the One-Page Simple Agreement for Future Tokens Glossary, available at https: github.com/BranDAOn/OP-SAFT-Glossary.
2.Ti	=	Legend
2.sec	=	This instrument and any {_Tokens} issuable pursuant hereto have not been registered under the {_Securities_Act} of 1933, as amended (the “{DefT.Securities_Act}”) with the United States Securities and Exchange Commission as securities, and the {_Company} does not intend to register them nor does it believe that the {_Tokens} amount to securities under United States law. Nonetheless, prior to the {_One-Year_Anniversary} of the date of purchase in the case of this instrument, or the {_One-Year_Anniversary} of the of delivery in the case of the {_Tokens} (collectively, the "{DefT.One-Year_Anniversary}), this instrument and the {_Tokens} may not be offered or sold (including opening a short position in this instrument or the {_Tokens}) in the United States or to U.S. persons (as defined by Rule 902(k) adopted under the {_Securities_Act}), other than to distributors, unless this instrument and/or the {_Tokens}, as applicable, are registered under the {_Securities_Act}, or an exemption from the registration requirements of the {_Securities_Act} is available. Prior to the {_One-Year_Anniversary}, investors may resell this instrument and/or the {_Tokens} only pursuant to an exemption from registration under the {_Securities_Act} or otherwise in accordance with the provisions of regulations of the {_Securities_Act}, or in transactions effected outside of the United States, provided they do not solicit (and no one acting on their behalf solicits) investors in the United States or otherwise engage(s) in selling efforts in the United States and provided that hedging transactions involving this instrument and/or the {_Tokens} may not be conducted unless in compliance with the {_Securities_Act}. a holder of this instrument and/or the {_Tokens} who is a distributor, dealer, sub-underwriter or other securities professional, in addition, cannot, prior to the {_One-Year_Anniversary}, resell this instrument and/or the {_Tokens} to a U.S. person (as defined by Rule 902(k) adopted under the {_Securities_Act}) unless the {_Tokens} are registered under the {_Securities_Act} or an exemption from registration under the {_Securities_Act} is available.
3.Ti	=	Company Representations
3.1.sec	=	The {_Company} is a {corporation/limited liability company} duly {incorporated/organized}, validly existing and in good standing under the laws of {Company.Incorporate.State}.
3.2.sec	=	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 Future Token Rights are 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, 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}.
3.3.sec	=	The performance and consummation of the transactions contemplated by this instrument do not and to the {_Company}’s knowledge, 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.
3.4.sec	=	No consents or approvals are required in connection with the performance of this instrument, other than: (i) the {_Company}’s company approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) the {_Token_Issuer}’s approval of the sale of {_Tokens} to the {_Investor}.
3.	=	[G/Z/ol-a/s4]
4.Ti	=	Investor Representations
4.1.sec	=	The {_Investor} has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a 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.
4.2.0.sec	=	The {_Investor} understands that neither the {_Company} nor the {_Token_Issuer} are under any obligation to register or qualify this instrument or any {_Tokens} to be acquired by the {_Investor} hereunder with the United States Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. The {_Investor} makes the following additional representations, warranties and agreements:
4.2.1.sec	=	The {_Investor} is not a U.S. Person (as defined in Rule 902(k) of Regulation S under the {_Securities_Act}). The offer and sale of this {_OP_SAFT} to such {_Investor} was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and the {_Investor} is not acquiring this {_OP_SAFT} or the securities to be acquired by the {_Investor} hereunder for the account or benefit of any U.S. Person.
4.2.2.sec	=	If this {_OP_SAFT}, the {_Future_Token_Right}s, or the {_Tokens} constitute a {_Restricted_Security}, the {_Investor} will not, during the restricted period applicable to the relevant instrument in the legend set forth below (the “Restricted Period”) offer or sell any of this {_OP_SAFT}, the {_Future_Token_Right}s, or any {_Tokens} issuable pursuant thereto (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S; provided, however, that the foregoing shall not restrict or limit the {_Investor} from granting equity incentive awards to service providers of the {_Investor} in the ordinary course of business.
4.2.3.sec	=	If this {_OP_SAFT}, the {_Future_Token_Right}s, or the {_Tokens} constitutes a {_Restricted_Security}, the {_Investor} will, after the expiration of the applicable Restricted Period, offer, sell, pledge or otherwise {_Transfer} this {_OP_SAFT}, the {_Future_Token_Right}s, or any {_Tokens} issuable pursuant thereto (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the {_Securities_Act} or any available exemption therefrom and, in any case, in accordance with applicable U.S. state securities laws; provided, however, that the foregoing shall not restrict or limit the {_Investor} from granting equity incentive awards to service providers of the {_Investor} in the ordinary course of business.
4.2.4.0.sec	=	The {_Investor} acknowledges and agrees that the {_Future_Token_Right}s and any {_Tokens} issuable pursuant thereto will bear (or be deemed to bear) the legend set forth below (in addition to any other legend required by applicable federal, state or foreign securities laws or provided in any other agreement with the {_Company}):
4.2.4.1.sec	=	The {_Tokens} represented by this Certificate have not been registered under the {_Securities_Act} with the United States Securities and Exchange Commission, and the {_Company} does not intend to register them nor does it believe that the {_Tokens} amount to securities under United States law. Prior to a date that is one-year starting from the date of delivery of the {_Tokens}, the {_Tokens} may not be offered or sold (including opening a short position in such {_Tokens}) in the United States or to U.S. persons as defined by Rule 902(k) adopted under the {_Securities_Act}, other than to distributors, unless the {_Tokens} are registered under the {_Securities_Act}, or an exemption from the registration requirements of the {_Securities_Act} is available. Purchasers of {_Tokens} prior to one-year starting from the date of delivery of the {_Tokens}, may resell such {_Tokens} only pursuant to an exemption from registration under the {_Securities_Act} or otherwise in accordance with the provisions of regulations of the {_Securities_Act}, or in transactions effected outside of the United States provided they do not solicit (and no one acting on their behalf solicits) optionees in the United States or otherwise engage(s) in selling efforts in the United States and provided that hedging transactions involving these {_Tokens} may not be conducted unless in compliance with the {_Securities_Act}. A holder of the {_Tokens} who is a distributor, dealer, sub-underwriter or other securities professional, in addition, cannot prior to one-year starting from the date of delivery of the {_Tokens} resell the {_Tokens} to a U.S. person (as defined by Rule 902(k) adopted under the {_Securities_Act}) unless the {_Tokens} are registered under the {_Securities_Act} or an exemption from registration under the {_Securities_Act} is available.
4.2.4.	=	[G/Z/ol-none/s1]
4.2.	=	[G/Z/ol-i/s4]
4.3.sec	=	In the event the {_Investor} receives the {_Future_Token_Right}s pursuant to Section 1(a), the {_Investor} acknowledges the additional provisions set forth on Exhibit A attached hereto.
4.	=	[G/Z/ol-a/s3]
5.Ti	=	Intellectual Property
5.sec	=	The {_Investor} hereby grants a perpetual, irrevocable, non-assignable, worldwide and royalty-free license to the {_Company} and the {_Token_Issuer}, and their Affiliates to publicize or otherwise disclose the {_Investor}’s name, profile, logo or credentials in ordinary marketing and communication materials and social media posts relating to the announcement of the closing of this {_SAFT} Round.
6.Ti	=	Miscellaneous
6.1.sec	=	In the event the {_Company} sells or issues (i) any instruments or securities exchangeable, exercisable or convertible into the items in clause (1) of the definition of “{_Tokens}”, or (ii) any instruments, securities, documents, agreements, understandings, contracts or arrangements that provide for the right to receive the items in clause (1) of the definition of “{_Tokens}”, in each case, at any time prior to the Qualifying Token Sale, the {_Company} shall provide the {_Investor} with written notice of such sale or issuance no later than 15 days after the closing date thereof, including the price and terms of such convertible instruments (the “***Subsequent Instruments***”). In the event the {_Investor} determines, in its sole and absolute discretion, that any Subsequent Instrument contains terms more favorable to the holder(s) thereof than the terms set forth in this {_OP_SAFT}, the {_Investor} may elect to exchange this {_OP_SAFT} for such Subsequent Instrument.
6.2.sec	=	Any notice required or permitted by this {_OP_SAFT} will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant addresses listed on the signature page, or 48 hours after being deposited in the 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.
6.3.sec	=	The {_Investor} is not entitled, as a holder of this {_OP_SAFT}, 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. The {_Investor} is not entitled, as a holder of a {_OP_SAFT}, to be deemed the holder of any {_Tokens} for any purpose (including economic, voting, or otherwise), nor will anything contained herein be construed to confer on the {_Investor}, as such, any of the rights of a holder of {_Tokens} until and unless {_Tokens} are issued to the {_Investor} pursuant to this {_OP_SAFT}.
6.4.sec	=	Neither this {_OP_SAFT} nor the rights contained herein may be voluntarily assigned, by operation of law or otherwise, by the {_Investor} without the prior written consent of the {_Company}; provided, however, that this {_OP_SAFT} and/or the rights contained herein may be assigned without the {_Company}’s consent by the {_Investor} to any Affiliate, 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}, or to the acquirer of all or substantially all of the {_Company}’s assets or equity in a bona fide arm’s-length acquisition transaction, provided, in each case, that each assignee first, as a condition precedent to the effectiveness of such assignment, enters into a joinder agreement, in form and substance reasonably satisfactory to the {_Company}, personally making the representations of the {_Investor} set forth herein and agreeing to be bound by this {_OP_SAFT} (including the terms of the Lockup), and, provided further, that the {_Company} may assign this {_OP_SAFT} in whole, without the consent of the {_Investor}, pursuant to a reorganization or reincorporation of the {_Company} having the primary purpose of changing the {_Company}’s domicile.
6.5.sec	=	In the event any one or more of the provisions of this {_OP_SAFT} 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 {_OP_SAFT} operate or would prospectively operate to invalidate this {_OP_SAFT}, 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 {_OP_SAFT} and the remaining provisions of this {_OP_SAFT} will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
6.6.sec	=	This {_OP_SAFT} may be executed and delivered in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts together shall constitute the one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
6.7.sec	=	Any term of this {_OP_SAFT} may be amended and the observance of any term of this {_OP_SAFT} may be waived (either generally or in a particular instance and either retroactively or prospectively) (i) by the {_Company} solely to the extent required to comply with applicable laws and (ii) with the written consent of the {_Company} and the {_Investor}, except as set forth in Section (h) below.
6.8.sec	=	Any term of each of the {_OP_SAFT}s in the {_SAFT} Round may be amended and the observance of any terms of such {_OP_SAFT}s in the {_SAFT} Round may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the {_Company} and the holders of {_OP_SAFT}s representing at least a majority of the aggregate principal balances of all the {_OP_SAFT}s then outstanding. No amendment or waiver effected in accordance with this Section (h) shall be binding upon each holder of {_OP_SAFT}s then outstanding, each future holder of the {_OP_SAFT}s, and the {_Company}, unless such amendment or waiver does apply to all holders of {_OP_SAFT}s in the same fashion.
6.9.sec	=	This {_OP_SAFT}, and all rights and obligations hereunder, will be governed by and construed in accordance with the laws of {Law.Jurisdiction}, without regard to the conflicts of law provisions of such jurisdiction, and the federal courts of {Forum.Jurisdiction} are shall have exclusive jurisdiction to settle any dispute arising in connection with this {_OP_SAFT}.
6.	=	[G/Z/ol-i/s9]
00.sec	=	{Exhibit.A.Sec}
	=	[G/Z/ol/6]
Exhibit.A.Ti	=	Exhibit A
Exhibit.A.1.sec	=	The investor understands and expressly accepts that the {_Tokens} will be created and delivered to the investor at the sole risk of the investor on an “as is” and “under development” basis. Neither the {_Company} not the {_Token_Issuer} makes any warranty whatsoever with respect to the {_Tokens}, including any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; or (iv) warranty against infringement of intellectual property rights of a third party; whether arising by law, course of dealing, course of performance, usage of trade, or otherwise. Except as expressly set forth herein, the investor acknowledges that it has not relied upon any representation or warranty made by the {_Company}, the {_Token_Issuer}, or any other person on their behalf, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper.
Exhibit.A.2.sec	=	Without limiting the generality of the foregoing, the investor assumes all risk and liability for the results obtained by the use of any {_Tokens} and regardless of any oral or written statements made by the {_Company} or the {_Token_Issuer}, by way of technical advice or otherwise, related to the use of the {_Tokens}.
Exhibit.A.	=	[G/Z/paras/s2]