/Docs/G/OP-SAFT/FORM-OF-OP-SAFT.md
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# ONE-PAGE SIMPLE AGREEMENT FOR FUTURE TOKENS (“***OP SAFT***”) =
### Dated as of {DATE} =
### Purchase Amount: {AMOUNT} =
### Discount Rate: {%} =
### Investor: {INVESTOR NAME} =
### Company: {COMPANY NAME} =
=
*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.* =
## 1. Events =
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(a) *Next Token Pricing or Public Distribution Event*. If a Next Token Pricing or Public Distribution Event occurs, the Investor will obtain Future Token Rights 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. =
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(b) *Dissolution Event*. If there is a Dissolution Event, the Company shall promptly pay the Purchase 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 Investors***”) 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 *pro rata* among the Dissolving Investors in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(b). =
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(c) *Termination*. 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 Rights to the Investor pursuant to Section 1(a); or (ii) the payment of amounts due the Investor pursuant to Sections 1(b). =
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## 2. Lockup =
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(a) *Acknowledgement*. 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. =
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(b) *Lockup*. 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”): =
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{33}% of the Restricted Interests shall be released from the Lockup restrictions set forth in Section 2(a) on the {six (6) month} anniversary of the Next Token Pricing or Public Distribution Event; =
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{33}% of the Restricted Interests shall be released from the Lockup restrictions set forth in Section 2(a) on the {twelfth (12) month} anniversary of the Next Token Pricing or Public Distribution Event; and =
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{34}% of the Restricted Interests shall be released from the Lockup restrictions set forth in Section 2(a) on the {eighteenth (18) month} anniversary of the Next Token Pricing or Public Distribution Event. =
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Notwithstanding the Lockup, the Investor may stake its Restricted Interests in accordance with the whitepaper applicable to the Tokens, available at {**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. =
{*Signature page follows.*} =
IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered as of the date first written above. =
COMPANY: =
By: ______________________________ =
Name: ____________________________ =
Title: _____________________________ =
Address: __________________________ =
Email: ____________________________ =
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INVESTOR: =
By: ______________________________ =
Name: ____________________________ =
Title: _____________________________ =
Address: __________________________ =
Email: ____________________________ =