G/SAFT-CmA/Form/0.md

NOTICE TO RESIDENTS OF THE UNITED STATES

THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 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.

[International legends to be updated as appropriate for the offering]

NOTICE TO RESIDENTS OF CANADA

Heading.sec/CA

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.

NOTICE TO RESIDENTS OF CHINA

Heading.sec/CN

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

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

Heading.sec/UK

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): (i) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘FPO’’)); (ii) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (iii) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (iv) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’).
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.

{Heading.sec}

0.1.sec

{Token_Name}, a product of {Company.Name.Full}

0.2.sec

{_SAFT} (Simple Agreement for Future Tokens)

0.3.sec

THIS CERTIFIES THAT in exchange for the payment by the undersigned purchaser (the “{DefT.Purchaser}”) of {PurchaseAmount.$} (the “{DefT.Purchase_Amount}”) on or about {PurchaseDate.YMD}, {Company.Name.Full}, a {Company.Register.Adr.State} corporation (the “{DefT.Company}”), hereby issues to the {_Purchaser} the right (the “{DefT.Right}”) to certain units of {Token_Name} (the “{DefT.Token}” or “{Token_Name}”), subject to the terms set forth below.

Events

Network Launch

If there is a {_Network_Launch} before the expiration or termination of this instrument, the {_Company} will automatically issue to the {_Purchaser} a number of units of the {_Token} equal to the {_Purchase_Amount} divided by the {_Discount_Price}.

1.1.2.0.sec

In connection with and prior to the issuance of {_Tokens} by the {_Company} to the {_Purchaser} pursuant to this Section 1(a):

1.1.2.1.sec

The {_Purchaser} will execute and deliver to the {_Company} any and all other transaction documents related to this {_SAFT}, including verification of accredited investor status or non-U.S. person status under the applicable securities laws; and

1.1.2.2.sec

The {_Purchaser} will provide to the {_Company} a network address for which to allocate {_Purchaser}'s {_Tokens} upon the {_Network_Launch}.

Dissolution Event

If there is a {_Dissolution_Event} before this instrument expires or terminates, the {_Company} will pay an amount equal to the {_Purchase_Amount} multiplied by the {_Discount_Rate} (the “{DefT.Discounted_Purchase_Amount}”), due and payable to the {_Purchaser} immediately prior to, or concurrent with, the consummation of the {_Dissolution_Event}{Event.Dissolution.SubjectTo.cl} If immediately prior to the consummation of the {_Dissolution_Event}, the assets of the {_Company} that remain legally available for distribution to the {_Purchaser} and all holders of all other {_SAFTs} (the “{DefT.Dissolving_Purchaser.sec}s”), as determined in good faith by the {_Company}’s board of directors, are insufficient to permit the payment to the {_Dissolving_Purchasers} of their respective {_Discounted_Purchase_Amounts}, then the remaining assets of the {_Company} legally available for distribution, following all distributions to the holders of the {_Company}’s preferred stock, will be distributed with equal priority and pro rata among the {_Dissolving_Purchasers} in proportion to the {_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.

Event.Dissolution.SubjectTo.cl

, subject to the rights and preferences of the holders of the {_Company}’s preferred stock, as set forth in the {_Company}’s Certificate of Incorporation, as it may be amended from time to time

1.3.Ti

Termination

1.3.sec

This instrument will expire and terminate upon the earlier of {StopEvent.sec}

StopEvent.Issuance.sec

the issuance of {_Tokens} to the {_Purchaser} pursuant to Section 1(a)

StopEvent.Repayment.sec

the payment, or setting aside for payment, of amounts due the {_Purchaser} pursuant to Section 1(b)

StopEvent.Deadline.sec

{DeadlineDate.YMD} (the “{DefT.Deadline_Date}”), if the {_Network_Launch} has not occurred as of such date; provided that, the {_Company} shall have the right to extend the {_Deadline_Date} by sixty (60) days, in its sole discretion

StopEvent.Fail.sec

the failure to obtain net proceeds of more than {NetProceeds.Minimum.$} from the sale of all rights pursuant to the {_SAFTs}; provided, that in the case of (iv), the {_Company} shall have the obligation to repay to the {_Purchasers} the aggregate amount of all {_Purchase_Amounts}

StopEvent.sec

i) {StopEvent.Issuance.sec}; ii) {StopEvent.Repayment.sec}; iii) {StopEvent.Deadline.sec}; and iv) {StopEvent.Fail.sec}.

[G/Z/ol-a/3]

2.Sec

{Def.Sec}

Def.Ti

Definitions

Def.Discount_Price.sec

“{_Discount_Price}” means the maximum price per {_Token} sold by the {_Company} to the public during the {_Network_Launch} multiplied by the {_Discount_Rate}.

Def. Discount_Rate.sec

“{_Discount_Rate}” is {DiscountRate.%}.

Def.Dissolution_Event.sec

“{_Dissolution_Event}” means (i) a voluntary termination of operations of the {_Company}, (ii) a general assignment for the benefit of the {_Company}’s creditors or (iii) any other liquidation, dissolution or winding up of the {_Company}, whether voluntary or involuntary.

Note

Customize the definition of "Network Launch" by creating your own definition.

Def.Network_Launch.sec

“{_Network_Launch}” means a bona fide transaction or series of transactions, pursuant to which the {_Company} will sell the {_Tokens} to the general public in a publicized product launch.

Def.SAFT.sec

“{_SAFT}” means an agreement containing a future right to units of {_Tokens} purchased by {_Purchasers}, similar in form and content to this agreement, which a significant portion of the amount raised under the {_SAFTs} will be used to fund the {_Company}’s development of a decentralized blockchain-based computer network (the “{DefT.Network}”) that enables {NetworkGoal.cl}.

NetworkGoal.cl

describe the end goal, function and utility of the proposed {_Network}

Company Representations

3.1.sec

The {_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.

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 {_Tokens} are to be issued to the {_Purchaser}, 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 articles 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

To the knowledge of the {_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}; (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 corporate approvals; and (ii) any qualifications or filings under applicable securities laws.

3.5.sec

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 an infringement of the rights of others. {Token_Name} is not a proprietary trade name of the {_Company}.

[G/Z/ol-a/s5]

4.Ti

Purchaser Representations

4.1.sec

The {_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}, 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.sec

The {_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} 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} has no present intention of selling, granting any participation in, or otherwise distributing the same. The {_Purchaser} has such knowledge and experience in financial and business matters that the {_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}’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

4.3.sec

The {_Purchaser} enters into this {_SAFT} with the predominant expectation that he, she or it, as the case may be, will profit upon the successful development and {_Network_Launch} arising from the efforts of the {_Company} and its employees to develop and market the {_Network} and the {_Network_Launch} and related sale of the {_Tokens}.

[G/Z/ol-a/s3]

5.Ti

Procedures for Purchase of Rights and Valuation of Purchase Amount.

5.1.sec

The {_Company} will accept payment for the {_Right} purchased under this {_SAFT} in {PurchaseCurrency.cl}. {_Purchaser} shall make the required payment to the {_Company} in consideration for {_Purchaser}’s purchase of the {_Right} pursuant to the {_SAFT} through the procedures set forth on Exhibit A hereof.

PurchaseCurrency.cl

{U.S. Dollars/Bitcoin/Ether}

5.2.sec

For purposes of this instrument, the value of the {_Purchase_Amount} shall be deemed in {CryptoType.cl} whether the {_Purchaser} pays in {PurchaseCurrency.cl}, valued at the {_Applicable_Exchange_Rate} for {CryptoType.cl}. The term “{DefT.Applicable_Exchange_Rate}” shall mean the volume-weighted average daily price of {CryptoType.cl} {ExchangeAcross.cl} in the 24-hour period (Eastern Time) following the day and time that the {_Company} notifies the {_Purchaser}, in writing, that the {_Company} has accepted {_Purchaser}’s offer to purchase the {_Right} under this {_SAFT}.

ExchangeAcross.cl

{across/on exchange(s)/index(es)}

[G/Z/ol-a/s2]

6.Ti

Miscellaneous

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} from time to time. Any provision of this instrument may be amended, waived or modified only upon the written consent of the {_Company} and the holders of a majority, in the aggregate, of the {_Purchase_Amounts} paid to the {_Company} with respect to all {_SAFTs} outstanding at the time of such amendment, waiver or modification.

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.

6.3.sec

The {_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} for any purpose, nor will anything contained herein be construed to confer on the {_Purchaser}, 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.

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}’s consent by the {_Purchaser} to any other entity who directly or indirectly, controls, is controlled by or is under common control with the {_Purchaser}, including, without limitation, any general partner, managing member, officer or director of the {_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}; and provided, further, that the {_Company} may assign this instrument in whole, without the consent of the {_Purchaser}, in connection with a reincorporation to change the {_Company}’s domicile.

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.sec

All rights and obligations hereunder will be governed by {GoverningLaw.cl}, without regard to the conflicts of law provisions of such jurisdiction.

[G/Z/ol-a/s6]

00.0.sec

(Signature page follows)

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