ONE-PAGE SIMPLE AGREEMENT FOR FUTURE TOKENS (“OP SAFT”)
DATED AS OF {DATE}
Purchase Amount (% of total Tokens): {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-Glossary. The terms and conditions of the One-Page Simple Agreement for Future Tokens Annex, available at [URL], are incorporated fully herein.
1. Events
(a) Primary Listing or Token Sale to Outside Investors. If the Token Issuer or one of its Affiliates conducts a Qualifying Token Sale, the Investor will obtain Future Token Rights on the date of such Qualifying Token Sale. As promptly as practicable following such Qualifying Token Sale, the Token Issuer shall, subject to the conditions set forth in this OP SAFT, deliver the Investor Tokens to Investor. 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, the 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.
(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).
(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).
2. Lockup
(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.
(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”):
{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 Qualifying Token Sale;
{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 Qualifying Token Sale; and
{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 Qualifying Token Sale.
Notwithstanding the Lockup, the Investor may stake its Restricted Interests in accordance with the whitepaper, 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: ____________________________
INVESTOR:
By: ______________________________
Name: ____________________________
Title: _____________________________
Address: __________________________
Email: ____________________________