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***Preliminary Note*** =
*This One-Page Simple Agreement for Future Tokens Glossary (this “Glossary”) is a glossary of terms to be incorporated by reference into the One-Page Simple Agreement for Future Tokens. This Glossary is designed to be a starting point only and should be tailored to meet your specific requirements. This Glossary should not be construed as legal advice for any particular facts or circumstances. Note that this Glossary presents an array of options with respect to particular terms. Please note that, as this is a work-in-progress, there are a handful of open and unfinished terms intended to be reviewed and revised. Sometimes, such incomplete terms are denoted with {curly brackets}. But note that, as this document will be revised over time, it is imperative to review any and all terms applicable to your particular transaction before using this document as a reference point.* =
“Affiliate” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. =
“AML and KYC Forms” means any and all forms, documents, processes and procedures, including, for the avoidance of doubt, any electronic verification system or process, which the Company determines, in its sole discretion, are reasonably necessary for the Company to comply with applicable Money Laundering Laws and “know your customer” laws. =
“Applicable Exchange Rate” means the volume-weighted average daily price of {Ether} {across/on} {exchange(s)/index(es)} in the 24-hour period (Coordinated Universal Time) following the day and time that the Company notifies the Purchaser, in writing. =
“Capital Stock” means the capital stock of the Company, including, without limitation, Common Stock. =
“Discount Rate” means {XX}%. =
“Dissolution Event” means, prior to the expiration or termination of the OP SAFT, (1) a voluntary termination of operations, (2) a general assignment for the benefit of the Company’s creditors or (3) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. =
“Distribution” means the transfer to holders of Capital Stock by reason of their ownership thereof of cash or other property without consideration whether by way of dividend or otherwise, other than dividends on Common Stock payable in Common Stock, or the purchase or redemption of Capital Stock by the Company or its subsidiaries for cash or property other than: (1) repurchases of Common Stock held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to an agreement providing, as applicable, a right of first refusal or a right to repurchase shares upon termination of such service provider’s employment or services; or (2) repurchases of Capital Stock in connection with the settlement of disputes with any stockholder. =
“Future Token Right” means the right to receive the Investor Tokens. =
“Investor Tokens” means that number of Tokens equal to the Purchase Amount divided by the Token Conversion Price. =
“Listing Day Closing Price” means the VWAP of the Token during the twenty-four hour period immediately following the listing of the Token on the digital asset exchange approved by the Token Issuer in connection with the Primary Listing. =
“Lowest Token Sale Price” means the lowest price per Token sold in the first closing of the Token Sale to Outside Investors, as determined by the Company in good faith; provided, however, that the Investor Tokens issued in the SAFT Round shall be excluded from the computation of the Lowest Token Sale Price. =
“Qualifying Token Sale” means the first to occur of (1) a Primary Listing, and (2) a Token Sale to Outside Investors, each before the expiration or termination of the OP SAFT. =
“Next Token Pricing or Public Distribution Event” means the first to occur of (1) a Qualifying Token Sale and (2) a Public Token Distribution. =
“Primary Listing” means the first offer of the Tokens to the public for sale or exchange undertaken directly or indirectly by, on behalf of, or in cooperation with the Company or the Token Issuer (whether or not the Company or the Token Issuer receives the proceeds of such sale or exchange), on one or more digital asset exchanges approved by the Company or Token Issuer pursuant to an agreement between the Company or Token Issuer and such digital asset exchange(s). =
“Public Token Distribution” means the first offer, distribution, or issuance of any Tokens to the public undertaken directly or indirectly by, on behalf of, or in cooperation with, the Company or the Token Issuer, other than a Qualifying Token Sale, occurring before the expiration or termination of the OP SAFT. Without limiting the foregoing, “Public Token Distribution” shall include the commencement of any distributions or issuance of the tokens to users, miners, stakers, liquidity providers or other types of network or protocol participants or through any airdrop, lockup, or other token drop or distribution, or any smart-contract-based or other software-based distribution or issuance method, including, without limitation, liquidity bootstrapping smart contracts, auction smart contracts, bonding curve smart contracts, decentralized exchanges and other smart-contract-based distribution or issuance methods, regardless of whether such distribution or issuances constitutes a sale. =
“Restricted Interests” means (1) Future Token Rights, (2) deliverable Investor Tokens, (3) any options to purchase any of the foregoing, and (4) any instruments convertible into, exchangeable for, or that represent the right to receive Future Token Rights or deliverable Investor Tokens, whether now or hereinafter acquired by the Investor. =
“Restricted Security” or “Restricted Securities” mean “restricted securities” as defined in 17 CFR § 230.144(a)(3). =
“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 “{Network}”) that enables {describe the end goal, function and utility of the proposed Network}. =
“SAFT Round” means that series of SAFTs issued or to be issued by the Company to investors with similar terms and on substantially the same form as set forth herein (except that the terms set forth in these definitions may differ). =
“Token Conversion Price” means, with respect to the Next Token Pricing or Public Distribution Event, (1) in the case of a Primary Listing, the Listing Day Closing Price multiplied by the Discount Rate, (2) in the case of a Token Sale to Outside Investors, the Lowest Token Sale Price multiplied by the Discount Rate, or (3) in the case of a Public Token Distribution, the Purchase Amount divided by ${BASE VALUATION}. =
“Token Issuer” shall mean the foundation or non-profit entity that has entered or will enter into a services contract, agreement, relationship, understanding or arrangement with the Company or any of its affiliates to develop a blockchain protocol and the associated ecosystem (the “Token Ecosystem”), which Token Ecosystem will adopt the Tokens for use in various transactions in the ecosystem. The Token Issuer shall include the Company and its affiliates if the Tokens are directly issued in lieu of an issuance from the foundation or non-profit entity. =
“Token Sale Documents” means any and all other transaction documents related to the Investor’s participation in the Qualifying Token Sale, the OP SAFT, and the delivery of Tokens as are reasonably requested by the Company. =
“Token Sale to Outside Investors” means the next bona fide sale of Tokens by the Token Issuer in exchange for a delivery of purchase price, a contribution, or any other items of value, including other cryptocurrencies, for capital raising purposes, negotiated on an arm’s-length basis, primarily to third parties who are not directors, officers, employees, advisors or existing equity investors in the Company. For the avoidance of doubt, a Token Sale to Outside Investors shall not include (i) any “seed round allocation” of Tokens or rights to Tokens, (ii) an allocation of Tokens or rights to Tokens by the Token Issuer at no cost or at de minimis cost, (iii) an issuance of Tokens or rights to Tokens where the aggregate proceeds are less than ${1,070,000} value for all Tokens and rights to Tokens sold, (iv) the sale of Tokens to a digital asset exchange in connection with a Primary Listing or (v) the SAFT Round. =
“Tokens” are (1) cryptocurrencies, decentralized application tokens, protocol tokens, cryptographic digital tokens or coins, virtual currencies, blockchain-based assets or any other similar digital assets issued by the Token Issuer that represent units of value to be used in connection with various transactions in the Token Ecosystem, (2) instruments or securities exchangeable, exercisable or convertible into the items in the foregoing clause (1), or (3) instruments, securities, documents, agreements, understandings, contracts or arrangements that provide for the right to receive the items in the foregoing clause (1), including without limitation “Rights to Future Tokens,” “Future Token Interests,” or “Simple Agreements for Future Tokens”. =
“Transfer” means, with respect to any Token or security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation or suffrage of a lien or encumbrance in or upon, or the gift, placement in trust, or other disposition of such Token or security or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing; provided, however, that a “Transfer” shall not include grants by the Investor of equity incentive awards to service providers of the Investor in the ordinary course of business. =
“VWAP” means the daily volume weighted average price of the Token as reported by the digital asset exchange approved by the Token Issuer in connection with the Primary Listing, or if such exchange does not report the VWAP or is such VWAP is otherwise unavailable, then as reasonably determined in good faith by the Token Issuer. =