From 7ffe6e20aa93b606b5f6841bc499e1f7daf7f66e Mon Sep 17 00:00:00 2001 From: Kyle Mitchell Date: Fri, 1 May 2015 23:54:58 +0000 Subject: [PATCH] use only ASCII characters --- RELEASENOTES.md | 16 +++--- ... - Preferred Stock Investment Agreement.md | 52 +++++++++---------- ...- Restated Certificate of Incorporation.md | 18 +++---- Series Seed - Term Sheet.md | 12 ++--- 4 files changed, 49 insertions(+), 49 deletions(-) diff --git a/RELEASENOTES.md b/RELEASENOTES.md index ab22336..c06ba1c 100644 --- a/RELEASENOTES.md +++ b/RELEASENOTES.md @@ -1,10 +1,10 @@ ## Version 3.2 -When we launched Series Seed we committed to making them a crowd-sourced set of documents. With today’s release of version 3.2 we are taking our most significant step in this direction. The vast majority of the changes in this version are crowd-sourced optimizations to remove legalese. In particular, we’d like to thank the following commenters and contributors for their effort: @rickcolosimo @zekevermillion @thesmart @strikeroot @sblom @jackmaney @blueseed @commonaccord. +When we launched Series Seed we committed to making them a crowd-sourced set of documents. With today's release of version 3.2 we are taking our most significant step in this direction. The vast majority of the changes in this version are crowd-sourced optimizations to remove legalese. In particular, we'd like to thank the following commenters and contributors for their effort: @rickcolosimo @zekevermillion @thesmart @strikeroot @sblom @jackmaney @blueseed @commonaccord. Keep the comments coming! We are committed to continually improving and simplifying these documents. -Also, we’ve been asked to address changes in the laws with regard to general solicitation. We will make an update in the next version and are happy to see any suggestions in the interim. +Also, we've been asked to address changes in the laws with regard to general solicitation. We will make an update in the next version and are happy to see any suggestions in the interim. As always, clean and redline versions of the updated documents in Word are also up on the [blog](http://www.seriesseed.com/). @@ -16,18 +16,18 @@ Today we are launching Version 3.1 of the Series Seed documents. The changes in Here is a summary of the updates: ### Term Sheet -• Changed the description of Documentation to be identical to (rather than based on) the documents on seriesseed.com, except for the modifications set forth in the Term Sheet. The whole point of the Series Seed documents is to save on transaction costs by using a single standard document so we don't want folks agreeing to use Series Seed and then adding changes (unless they are agreed to in the term sheet). +- Changed the description of Documentation to be identical to (rather than based on) the documents on seriesseed.com, except for the modifications set forth in the Term Sheet. The whole point of the Series Seed documents is to save on transaction costs by using a single standard document so we don't want folks agreeing to use Series Seed and then adding changes (unless they are agreed to in the term sheet). ### Stock Investment Agreement -• Removed unnecessary reference to preemptive rights in Section 4.2. +- Removed unnecessary reference to preemptive rights in Section 4.2. -• Moved definition of “Stockholder” to earlier in document, from Section 7.1 to Section 5.3. +- Moved definition of "Stockholder" to earlier in document, from Section 7.1 to Section 5.3. -• Added clarifying sentence in Section 8.1 that “no Stockholder may transfer Shares unless each transferee agrees to be bound by the terms of this Agreement.” +- Added clarifying sentence in Section 8.1 that "no Stockholder may transfer Shares unless each transferee agrees to be bound by the terms of this Agreement." -• Added further clarification in Section 8.8 that “the addition of a party to this Agreement pursuant to a transfer of Shares in accordance with Section 8.1 shall not require any further consent.” +- Added further clarification in Section 8.8 that "the addition of a party to this Agreement pursuant to a transfer of Shares in accordance with Section 8.1 shall not require any further consent." -• Added new language to Disclosure Schedule clarifying arrangement of sections and providing standard disclaimers. The previous version did not have any introductory language for the Disclosure Schedule. +- Added new language to Disclosure Schedule clarifying arrangement of sections and providing standard disclaimers. The previous version did not have any introductory language for the Disclosure Schedule. ## Disclaimer diff --git a/Series Seed - Preferred Stock Investment Agreement.md b/Series Seed - Preferred Stock Investment Agreement.md index 5321697..a7ae8a3 100644 --- a/Series Seed - Preferred Stock Investment Agreement.md +++ b/Series Seed - Preferred Stock Investment Agreement.md @@ -18,50 +18,50 @@ The parties agree as follows: ### 1. OVERVIEW DEFINITIONS. -“Agreement Date” means *____________________________________________.* +"Agreement Date" means *____________________________________________.* -“Company” means *___________________________________________________.* +"Company" means *___________________________________________________.* -“Governing Law” means the laws of the state of *____________________.* +"Governing Law" means the laws of the state of *____________________.* -“Dispute Resolution Jurisdiction” means the federal or state courts located in *________________.* +"Dispute Resolution Jurisdiction" means the federal or state courts located in *________________.* -“State of Incorporation” means *____________________________________.* +"State of Incorporation" means *____________________________________.* -“Stock Plan” means *________________________________________________.* +"Stock Plan" means *________________________________________________.* ### 2. BOARD COMPOSITION DEFINITIONS. -“Common Board Member Count” means *______.* +"Common Board Member Count" means *______.* -“Mutual Consent Board Member Count” means *______.* +"Mutual Consent Board Member Count" means *______.* -“Series Seed Board Member Count” means *______.* +"Series Seed Board Member Count" means *______.* -“Common Control Holders” means the Key Holders *[who are then providing services to the company as employees]* [optional provision in italics]. +"Common Control Holders" means the Key Holders *[who are then providing services to the company as employees]* [optional provision in italics]. ### 3. TERM SHEET DEFINITIONS. -“Major Purchaser Dollar Threshold” means *$____________.* +"Major Purchaser Dollar Threshold" means *$____________.* -“Purchase Price” means *$____________* per share (subject to any discounts applicable where all or a portion of such Purchase Price is being paid by cancellation of indebtedness of the Company to such Purchaser). +"Purchase Price" means *$____________* per share (subject to any discounts applicable where all or a portion of such Purchase Price is being paid by cancellation of indebtedness of the Company to such Purchaser). -“Total Series Seed Investment Amount” means *$____________.* +"Total Series Seed Investment Amount" means *$____________.* -“Unallocated Post-Money Option Pool Percent” means *____________*%. +"Unallocated Post-Money Option Pool Percent" means *____________*%. -“Purchaser Counsel Reimbursement Amount” means *$____________.* +"Purchaser Counsel Reimbursement Amount" means *$____________.* #### 4. RESULTING CAP TABLE DEFINITIONS. -“Common Shares Issued and Outstanding Pre-Money” means *____________.* +"Common Shares Issued and Outstanding Pre-Money" means *____________.* -“Total Post-Money Shares Reserved for Option Pool” means *____________.* +"Total Post-Money Shares Reserved for Option Pool" means *____________.* -“Number of Issued And Outstanding Options” means *____________.* +"Number of Issued And Outstanding Options" means *____________.* + +"Unallocated Post-Money Option Pool Shares" means *____________.* -“Unallocated Post-Money Option Pool Shares” means *____________.* -  # SCHEDULE 1 # SCHEDULE OF PURCHASERS & KEY HOLDERS @@ -243,7 +243,7 @@ The Purchaser understands that no public market now exists for the shares of Ser The Purchaser understands that the shares of Series Seed Preferred Stock and any securities issued in respect of or exchange for the shares of Series Seed Preferred Stock, may bear any one or more of the following legends: (a) any legend set forth in, or required by, this Agreement; (b) any legend required by the securities laws of any state to the extent such laws are applicable to the shares of Series Seed Preferred Stock represented by the certificate so legended; and (c) the following legend: -“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.” +"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED." #### 3.7 Accredited and Sophisticated Purchaser. @@ -275,7 +275,7 @@ If the Purchaser is an individual, then the Purchaser resides in the state ident If the Company issues securities in its next equity financing after the date hereof (the "Next Financing") that (a) have rights, preferences or privileges that are more favorable than the terms of the shares of Series Seed Preferred Stock, such as price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Purchasers with respect to the shares of Series Seed Preferred Stock (with appropriate adjustment for economic terms or other contractual rights), subject to such Purchaser's execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such documents, the "Next Financing Documents"). Any Major Purchaser will remain a Major Purchaser for all purposes in the Next Financing Documents to the extent such concept exists. The Company shall pay the reasonable fees and expenses, not to exceed $5,000 in the aggregate, of one counsel for the Purchasers in connection with the Purchasers' review, execution, and delivery of the Next Financing Documents. Notwithstanding anything herein to the contrary, subject to the provisions of Section 8.11, upon the execution and delivery of the Next Financing Documents by Purchasers holding a majority of the then-outstanding shares of Series Seed Preferred Stock held by all Purchasers, this Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or effect. -#### 4.3 Assignment of Company’s Preemptive Rights. +#### 4.3 Assignment of Company's Preemptive Rights. The Company shall obtain at or prior to the Initial Closing, and shall maintain, a right of first refusal with respect to transfers of shares of Common Stock by each holder thereof, subject to certain standard exceptions. If the Company elects not to exercise its right of first refusal with respect to a proposed transfer of the Company's outstanding securities by any Key Holder, the Company shall assign such right of first refusal to the Major Purchasers. In the event of such assignment, each Major Purchaser shall have a right to purchase that portion of the securities proposed to be transferred by such Key Holder equal to the ratio of (a) the number of shares of the Company's Common Stock issued or issuable upon conversion of the shares of Series Seed Preferred Stock owned by such Major Purchaser, to (b) the number of shares of the Company's Common Stock issued or issuable upon conversion of the shares of Series Seed Preferred Stock owned by all Major Purchasers. @@ -295,7 +295,7 @@ Each person owning of record shares of Common Stock of the Company issued or iss Notwithstanding the provisions of Sections 5.1(a) and (b), no such registration statement or opinion of counsel will be required: (i) for any transfer of any Securities in compliance with the Securities and Exchange Commission's Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company, or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will, or intestate succession by any Holder to the Holder's spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that, in the case of clauses (ii) and (iii), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Purchaser under this Agreement. -#### 5.2 “Market Stand-Off” Agreement. +#### 5.2 "Market Stand-Off" Agreement. To the extent requested by the Company or an underwriter of securities of the Company, each Holder shall not sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to 180 days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or before the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company's securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 5.2 will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension will not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an "emerging growth company" (as defined in the Jumpstart Our Business Startups Act of 2012) before or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond 215 days after the effective date of the registration statement. For purposes of this Section 5.2, "Company" includes any wholly-owned subsidiary of the Company into which the Company merges or consolidates. The Company may place restrictive legends on the certificates representing the shares subject to this Section 5.2 and may impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder shall enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested. @@ -371,11 +371,11 @@ The titles and subtitles used in this Agreement are used for convenience only an All notices and other communications given or made pursuant to this Agreement must be in writing and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications must be sent to the respective parties at their address as set forth on the signature page or Schedule 1, or to such address, facsimile number or electronic mail address as subsequently modified by written notice given in accordance with this Section 8.5. -#### 8.6 No Finder’s Fees. +#### 8.6 No Finder's Fees. Each party severally represents to the other parties that it neither is nor will be obligated for any finder's fee or commission in connection with this transaction. Each Purchaser shall indemnify, defend, and hold harmless the Company from any liability for any commission or compensation in the nature of a finder's or broker's fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees, or representatives is responsible. The Company shall indemnify, defend, and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder's or broker's fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible. -#### 8.7 Attorneys’ Fees. +#### 8.7 Attorneys' Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which the party may be entitled. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery, and performance of the Agreement; provided, however, that the Company shall, at the Closing, reimburse the fees and expenses of one counsel for Purchasers, for a flat fee equal to the Purchaser Counsel Reimbursement Amount. @@ -451,6 +451,6 @@ FORM OF RESTATED CHARTER DISCLOSURE SCHEDULE -See next page – if no next page, then there are no disclosures. +See next page. If no next page, then there are no disclosures. This Disclosure Schedule (this "Disclosure Schedule") is delivered by the Company in connection with the sale of shares of the Company's Series Seed Preferred Stock on or about the Agreement Date by the Company. This Disclosure Schedule is arranged in sections corresponding to the numbered and lettered sections contained in Exhibit B of the Agreement, and the disclosures in any section of this Disclosure Schedule qualify other sections in Exhibit B of the Agreement to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections. Where any representation or warranty is limited or qualified by the materiality of the matters to which the representation or warranty are given, the inclusion of any matter in this Disclosure Schedule does not constitute an admission by the Company that such matter is material. Unless otherwise defined herein, any capitalized terms in this Disclosure Schedule have the same meanings assigned to those terms in the Agreement. Nothing in this Disclosure Schedule constitutes an admission of any liability or obligation of the Company to any third party, or an admission against the Company's interests. diff --git a/Series Seed - Restated Certificate of Incorporation.md b/Series Seed - Restated Certificate of Incorporation.md index 23b8835..69a9395 100644 --- a/Series Seed - Restated Certificate of Incorporation.md +++ b/Series Seed - Restated Certificate of Incorporation.md @@ -5,7 +5,7 @@ (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) -[Corporation Name], a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows. +[Corporation Name], a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "General Corporation Law"), does hereby certify as follows. 1. The name of this corporation is [Corporation Name] and that this corporation was originally incorporated pursuant to the General Corporation Law on [Date] under the name [Corporation Name]. @@ -15,7 +15,7 @@ General Corporation Law of the State of Delaware) 3. Exhibit A referred to above is attached hereto as Exhibit A and is hereby incorporated herein by this reference. This Restated Certificate of Incorporation was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the General Corporation Law. -4. This Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporation’s Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law. +4. This Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporation's Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law. IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this [DAY day of MONTH, YEAR]. @@ -33,7 +33,7 @@ By: *__________________________* ## ARTICLE I: NAME. -The name of this corporation is *[Corporation Name]* (the “Corporation”). +The name of this corporation is *[Corporation Name]* (the "Corporation"). ## ARTICLE II: REGISTERED OFFICE. @@ -43,11 +43,11 @@ The address of the registered office of the Corporation in the State of Delaware As used in this Restated Certificate (the "Restated Certificate"), the following terms have the meanings set forth below: -“Board Composition” means that for so long as at least 25% of the initially issued shares of Preferred Stock remain outstanding, the holders of record of the shares of Series Seed Preferred Stock exclusively and as a separate class, are entitled to elect [Preferred Directors] director(s) of the Corporation (the “Series Seed Director(s)”), the holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect [Common Directors] director(s) of the Corporation, and any additional directors will elected by the affirmative vote of a majority of the Preferred Stock and Common Stock, voting together as a single class on an as-converted basis. For administrative convenience, the initial Series Seed Director may also be appointed by the Board in connection with the approval of the initial issuance of Series Seed Preferred Stock without a separate action by the holders of a majority of Series Seed Preferred Stock. +"Board Composition" means that for so long as at least 25% of the initially issued shares of Preferred Stock remain outstanding, the holders of record of the shares of Series Seed Preferred Stock exclusively and as a separate class, are entitled to elect [Preferred Directors] director(s) of the Corporation (the "Series Seed Director(s)"), the holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect [Common Directors] director(s) of the Corporation, and any additional directors will elected by the affirmative vote of a majority of the Preferred Stock and Common Stock, voting together as a single class on an as-converted basis. For administrative convenience, the initial Series Seed Director may also be appointed by the Board in connection with the approval of the initial issuance of Series Seed Preferred Stock without a separate action by the holders of a majority of Series Seed Preferred Stock. -“Original Issue Price” means $[Price] per share for the Series Seed Preferred Stock. +"Original Issue Price" means $[Price] per share for the Series Seed Preferred Stock. -“Requisite Holders” means the holders of at least a majority of the outstanding shares of Preferred Stock (voting as a single class on an as-converted basis). +"Requisite Holders" means the holders of at least a majority of the outstanding shares of Preferred Stock (voting as a single class on an as-converted basis). ## ARTICLE IV: PURPOSE. @@ -55,7 +55,7 @@ The nature of the business or purposes to be conducted or promoted is to engage ## ARTICLE V: AUTHORIZED SHARES. -The total number of shares of all classes of stock that the Corporation has authority to issue is [total authorized shares], consisting of (a) [authorized common shares] shares of Common Stock, $[par value] per share and (b) [authorized preferred shares] shares of Preferred Stock, $[par value] per share. The Preferred Stock may be issued from time to time in one or more series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations with respect thereto, as stated or expressed herein. As of the effective date of this Restated Certificate, all shares of the Preferred Stock of the Corporation are hereby designated “Series Seed Preferred Stock”. +The total number of shares of all classes of stock that the Corporation has authority to issue is [total authorized shares], consisting of (a) [authorized common shares] shares of Common Stock, $[par value] per share and (b) [authorized preferred shares] shares of Preferred Stock, $[par value] per share. The Preferred Stock may be issued from time to time in one or more series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations with respect thereto, as stated or expressed herein. As of the effective date of this Restated Certificate, all shares of the Preferred Stock of the Corporation are hereby designated "Series Seed Preferred Stock". ### A. COMMON STOCK @@ -71,7 +71,7 @@ The holders of the Common Stock are entitled to one vote for each share of Commo ### B. PREFERRED STOCK -The following rights, powers and privileges, and restrictions, qualifications and limitations, shall apply to the Preferred Stock. Unless otherwise indicated, references to “Sections” in this Part B of this Article V refer to sections of this Part B. +The following rights, powers and privileges, and restrictions, qualifications and limitations, shall apply to the Preferred Stock. Unless otherwise indicated, references to "Sections" in this Part B of this Article V refer to sections of this Part B. #### 1. Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales. @@ -120,7 +120,7 @@ At any time when at least 25% of the initially issued shares of Preferred Stock #### 3. Conversion. -The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”): +The holders of the Preferred Stock shall have conversion rights as follows (the "Conversion Rights"): ##### 3.1 Right to Convert. diff --git a/Series Seed - Term Sheet.md b/Series Seed - Term Sheet.md index c75fee1..487b5ef 100644 --- a/Series Seed - Term Sheet.md +++ b/Series Seed - Term Sheet.md @@ -2,13 +2,13 @@ *[Date]* -The following is a summary of the principal terms with respect to the proposed Series Seed Preferred Stock financing of *[___________]*, Inc., a *[Delaware]* corporation (the “Company”). Except for the section entitled “Binding Terms,” this summary of terms does not constitute a legally binding obligation. The parties intend to enter into a legally binding obligation only pursuant to definitive agreements to be negotiated and executed by the parties. +The following is a summary of the principal terms with respect to the proposed Series Seed Preferred Stock financing of *[___________]*, Inc., a *[Delaware]* corporation (the "Company"). Except for the section entitled "Binding Terms," this summary of terms does not constitute a legally binding obligation. The parties intend to enter into a legally binding obligation only pursuant to definitive agreements to be negotiated and executed by the parties. ## Offering Terms ### Securities to Issue: -Shares of Series Seed Preferred Stock of the Company (the “Series Seed”). +Shares of Series Seed Preferred Stock of the Company (the "Series Seed"). ### Aggregate Proceeds: @@ -16,11 +16,11 @@ Shares of Series Seed Preferred Stock of the Company (the “Series Seed”). ### Purchasers: -*[Accredited investors approved by the Company]* (the “Purchasers”). +*[Accredited investors approved by the Company]* (the "Purchasers"). ### Price Per Share: -Price per share (the “Original Issue Price”), based on a pre-money valuation of *$[____]*, including an available option pool of *[___]*%. +Price per share (the "Original Issue Price"), based on a pre-money valuation of *$[____]*, including an available option pool of *[___]*%. ### Liquidation Preference: @@ -40,7 +40,7 @@ Documents will be identical to the Series Seed Preferred Stock documents publish ### Financial Information: -Purchasers who have invested at least *[$________]* (“Major Purchasers”) will receive standard information and inspection rights and management rights letter. +Purchasers who have invested at least *[$________]* ("Major Purchasers") will receive standard information and inspection rights and management rights letter. ### Participation Right: @@ -60,7 +60,7 @@ The Series Seed will be given the same rights as the next series of Preferred St ### Key Holder Matters: -Each Key Holder shall have four years vesting beginning *[_______]*. Full acceleration upon “Double Trigger.” Each Key Holder shall have assigned all relevant IP to the Company prior to closing. +Each Key Holder shall have four years vesting beginning *[_______]*. Full acceleration upon "Double Trigger." Each Key Holder shall have assigned all relevant IP to the Company prior to closing. ### Binding Terms: