/Docs/G/OP-SAFT/PO/Form/0.md
| Ti | = | ONE-PAGE SIMPLE AGREEMENT FOR FUTURE TOKENS (“{Def.OP_SAFT}”) |
| Intro.1.sec | = | Dated as of {EffectiveDate.YMD} |
| Intro.2.sec | = | {Def.Purchase_Amount}: {PurchaseAmount.$} |
| Intro.3.sec | = | {_Discount_Rate}: {DiscountRate.%} |
| Intro.4.sec | = | {Def.Investor}: {Investor.Name.Full} |
| Intro.5.sec | = | {Def.Company}: {Company.Name.Full} |
| = | ||
| Intro.00.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/blob/main/OP-SAFT-Glossary.md. The terms and conditions of the One-Page Simple Agreement for Future {_Tokens} Annex, available at https://github.com/BranDAOn/OP-SAFT/blob/main/OP-SAFT-ANNEX.md, are incorporated fully herein. |
| Intro. | = | [G/Z/ol-none/s5] |
| Event.Ti | = | Events |
| = | ||
| Event.Pricing-or-Distribution.Ti | = | {_Next_Token_Pricing_or_Public_Distribution_Event} |
| Event.Pricing-or-Distribution.sec | = | If a {_Next_Token_Pricing_or_Public_Distribution_Event} occurs, the {_Investor} will obtain {_Future_Token_Right}s on the date of such {_Next_Token_Pricing_or_Public_Distribution_Event}. As promptly as practicable following such {_Next_Token_Pricing_or_Public_Distribution_Event}, the {_Company} shall request that a {_Token_Issuer}, subject to the conditions set forth in this {_OP_SAFT}, deliver the {_Investor_Tokens} to {_Investor} as promptly as practicable. Prior to, and as a condition on the delivery of the {_Investor_Tokens}, the {_Investor} shall (i) execute and deliver to the {_Company} the {_Token_Sale_Documents}; (ii) provide to the {_Company} a network address for delivery of the {_Investor_Tokens}; and (iii) do, perform, deliver, and execute all such further acts, documents, and other things as the {_Company} may reasonably request to comply with applicable laws and regulation, including all {_AML_and_KYC_Forms}. If the {_Investor} fails to meet any of the conditions above, such {_Token_Issuer} may hold the {_Investor_Tokens} in escrow until such conditions are met, and such escrow will constitute delivery of the {_Investor_Tokens} in accordance with this {_OP_SAFT}. |
| Event.Pricing-or-Distribution. | = | [G/Z/Base] |
| = | ||
| Event.Dissolution.Ti | = | {_Dissolution_Event} |
| Event.Dissolution.sec | = | If there is a {_Dissolution_Event}, the {_Company} shall promptly pay the {_Purchse_Amount} to the {_Investor} following such {_Dissolution_Event}, 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 “Convertible Notes”, “SAFEs” and “SAFTs” (the “Dissolving {_Investor}s”) are insufficient to permit the payment to the Dissolving {_Investor}s of their respective {_Purchse_Amount}s then the entire assets of the {_Company} legally available for distribution will be distributed with equal priority and *pro rata* among the Dissolving {_Investor}s in proportion to the {_Purchse_Amount}s they would otherwise be entitled to receive pursuant to this Section 1(b). |
| Event.Dissolution. | = | [G/Z/Base] |
| Event.Termination.Ti | = | Termination |
| Event.Termination.sec | = | This {_OP_SAFT} will expire and terminate (without relieving the {_Company} of any obligations arising from a prior breach of or non-compliance with this {_OP_SAFT}) upon either (i) the issuance of {_Future_Token_Right}s to the {_Investor} pursuant to Section 1(a); or (ii) the payment of amounts due the {_Investor} pursuant to Sections 1(b). |
| Event.Termination. | = | [G/Z/Base] |
| Event.sec | = | |
| Event. | = | [G/Z/Base] |
| Lockup.Ti | = | Lockup |
| = | ||
| Lockup.PariPassu.Ti | = | Acknowledgement |
| Lockup.PariPassu.sec | = | The Restricted Interests shall be subject to the restrictions set forth in this Section 2 (collectively, the “Lockup”). The Lockup shall be applicable to the {_Investor} only if applied pari passu to all employees (not including third-party contractors), officers, directors, stockholders of the {_Company} and any investor in the {_SAFT_Round} are subject to the restrictions. To the extent permitted by applicable law, any waiver or termination of the Lockup by the {_Company} shall apply pari passu to the {_Investor}. |
| Lockup.PariPassu. | = | [G/Z/Base] |
| Lockup.Release.Ti | = | Lockup |
| Lockup.Release.0.sec | = | The {_Investor} agrees that it will not {_Transfer} any Restricted Interests unless such {_Transfer} is in accordance with the release schedule set forth below (each such date, respectively, a “Release Date”): |
| = | ||
| Lockup.Release.1.sec | = | {Release.1.%} of the Restricted Interests shall be released from the Lockup restrictions set forth in Section 2(a) on the {Release.1.Period} anniversary of the {_Next_Token_Pricing_or_Public_Distribution_Event}; |
| Lockup.Release.2.sec | = | {Release.2.%} of the Restricted Interests shall be released from the Lockup restrictions set forth in Section 2(a) on the {Release.2.Period} anniversary of the {_Next_Token_Pricing_or_Public_Distribution_Event}; and |
| = | ||
| Lockup.Release.3.sec | = | {Release.3.%} of the Restricted Interests shall be released from the Lockup restrictions set forth in Section 2(a) on the {Release.3.Period} anniversary of the {_Next_Token_Pricing_or_Public_Distribution_Event}. |
| = | ||
| Lockup.Release.00.sec | = | Notwithstanding the Lockup, the {_Investor} may stake its Restricted Interests in accordance with the whitepaper applicable to the {_Tokens}, available at {Whitepaper.URL} (the “Staking Mechanism”). The {_Investor} agrees that it will not {_Transfer} any {_Tokens} distributed to the {_Investor} pursuant to the Staking Mechanism (such {_Tokens}, referred to herein as the “Staking Rewards” and such restriction on transfer, the “Staking Reward Restrictions”); provided that one-hundred percent (100%) of the Staking Rewards shall be released from the Staking Reward Restrictions on the one (1) year anniversary of the distribution of such Staking Rewards. |
| Lockup.Release. | = | [G/Z/ol-none/s3] |
| Lockup.sec | = | |
| Lockup. | = | [G/Z/ol/2] |
| Note | = | Signature page follows |
| Signature.0.sec | = | IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered as of the date first written above. |
| Signature.1.sec | = | {Company.US.Contract.By.Sec} |
| Signature.2.sec | = | {Investor.US.Contract.By.Sec} |
| Signature.00.sec | = | {Annex.Sec} {Def.Sec} |
| Signature. | = | [G/Z/ol-none/s2] |
| Annex. | = | [G/OP-SAFT/PO/Annex/0.md] |
| Def. | = | [G/OP-SAFT/PO/Glossary/0.md] |
| sec | = | {Intro.sec}{Signature.sec} |
| = | [G/Z/Base] | |
| Def.Affiliate | = | {_Affiliate} |
| Def.AML_and_KYC_Forms | = | {_AML_and_KYC_Forms} |
| Def.Applicable_Exchange_Rate | = | {_Applicable_Exchange_Rate} |
| Def.Capital_Stock | = | {_Capital_Stock} |
| Def.Company | = | {_Company} |
| Def.Discount_Rate | = | {_Discount_Rate} |
| Def.Dissolution_Event | = | {_Dissolution_Event} |
| Def.Distribution | = | {_Distribution} |
| Def.Future_Token_Right | = | {_Future_Token_Right} |
| Def.Investor | = | {_Investor} |
| Def.Investor_Tokens | = | {_Investor_Tokens} |
| Def.Listing_Day_Closing_Price | = | {_Listing_Day_Closing_Price} |
| Def.Lowest_Token_Sale_Price | = | {_Lowest_Token_Sale_Price} |
| Def.Next_Token_Pricing_or_Public_Distribution_Event | = | {_Next_Token_Pricing_or_Public_Distribution_Event} |
| Def.One-Year_Anniversary | = | {_One-Year_Anniversary} |
| Def.OP_SAFT | = | {_OP_SAFT} |
| Def.Primary_Listing | = | {_Primary_Listing} |
| Def.Public_Token_Distribution | = | {_Public_Token_Distribution} |
| Def.Purchase_Amount | = | {_Purchase_Amount} |
| Def.Restricted_Interests | = | {_Restricted_Interests} |
| Def.Restricted_Security | = | {_Restricted_Security} |
| Def.SAFT | = | {_SAFT} |
| Def.SAFT_Round | = | {_SAFT_Round} |
| Def.Securities_Act | = | {_Securities_Act} |
| Def.Token_Conversion_Price | = | {_Token_Conversion_Price} |
| Def.Token_Issuer | = | {_Token_Issuer} |
| Def.Token_Sale_Documents | = | {_Token_Sale_Documents} |
| Def.Token_Sale_to_Outside_Investors | = | {_Token_Sale_to_Outside_Investors} |
| Def.Tokens | = | {_Tokens} |
| Def.Transfer | = | {_Transfer} |
| Def.VWAP | = | {_VWAP} |
| _Affiliate | = | Affiliate |
| _AML_and_KYC_Forms | = | AML and KYC Forms |
| _Applicable_Exchange_Rate | = | Applicable Exchange Rate |
| _Capital_Stock | = | Capital Stock |
| _Company | = | Company |
| _Discount_Rate | = | Discount Rate |
| _Dissolution_Event | = | Dissolution Event |
| _Distribution | = | Distribution |
| _Future_Token_Right | = | Future Token Right |
| _Investor | = | Investor |
| _Investor_Tokens | = | Investor Tokens |
| _Listing_Day_Closing_Price | = | Listing Day Closing Price |
| _Lowest_Token_Sale_Price | = | Lowest Token Sale Price |
| _Next_Token_Pricing_or_Public_Distribution_Event | = | Next Token Pricing or Public Distribution Event |
| _One-Year_Anniversary | = | One-Year Anniversary |
| _OP_SAFT | = | OP SAFT |
| _Primary_Listing | = | Primary Listing |
| _Public_Token_Distribution | = | Public Token Distribution |
| _Purchase_Amount | = | Purchase Amount |
| _Restricted_Interests | = | Restricted Interests |
| _Restricted_Security | = | Restricted Security |
| _SAFT | = | SAFT |
| _SAFT_Round | = | SAFT Round |
| _Securities_Act | = | Securities Act |
| _Token_Conversion_Price | = | Token Conversion Price |
| _Token_Issuer | = | Token Issuer |
| _Token_Sale_Documents | = | Token Sale Documents |
| _Token_Sale_to_Outside_Investors | = | Token Sale to Outside {_Investor}s |
| _Tokens | = | Tokens |
| _Transfer | = | Transfer |
| _VWAP | = | VWAP |