diff --git a/templates/MetaLeX cyberTokenWarrant non-US Reg S v 1.0.md b/templates/MetaLeX cyberTokenWarrant non-US Reg S v 1.0.md deleted file mode 100644 index 80b6b94e..00000000 --- a/templates/MetaLeX cyberTokenWarrant non-US Reg S v 1.0.md +++ /dev/null @@ -1,141 +0,0 @@ -# Data Overview - -id: bytes32(uint256(23)) - -legalURI: -safeURI: IFPS://bafybeieoahzrvqk3vggrv6zyljlgkrqn2ls5wgpbgp4w4ylenr2r2ftugm - -combined doc: https://beige-just-flyingfish-108.mypinata.cloud/ipfs/bafybeieoahzrvqk3vggrv6zyljlgkrqn2ls5wgpbgp4w4ylenr2r2ftugm - -SAFE alone: https://beige-just-flyingfish-108.mypinata.cloud/ipfs/bafybeidoailnhgt6tktv52ne7ctss6xaxuazwi7vww76loou3dj7achvie - -Warrant alone: https://beige-just-flyingfish-108.mypinata.cloud/ipfs/bafybeifnh2yik5omk3akp4sts7oxx34t74wb6elibvzgohr6h3abczzkku - -## Global Fields - -| **globalFieldName** | **description** | -|:--------------------|:-----------------------------------| -| purchaseAmount | e.g. "1000.00" | -| postMoneyValuationCap | | -| expirationTime | | -| governingJurisdiction | | -| disputeResolution | | -| exercisePriceMethod | "perToken" or "perWarrant" | -| exercisePrice | price, e.g. "1000.00" | -| unlockStartTimeType |"tokenWarrantTime" \|"tgeTime" \| "setTime" | -| unlockStartTime | only set if using `setTime` for `unlockStartTimeType` | -| unlockingPeriod | Duration in `unlockingInvervalType` units | -| latestExpirationTime | Unix timestamp. Will not be prompted for in UI, will be 10 yrs from deal date | -| unlockingCliffPeriod | Duration in `unlockingIntervalType`, first tokens unlocked at `unlockingStartTime` + `unlockingCliffPeriod` | -| unlockingCliffPercentage | e.g. "10.5%" | -| unlockingIntervalType | "secondly", "hourly", "daily", "monthly", "blockly". Note that this affects both `unlockingPeriod` and `unlockingCliffPeriod` | -| tokenCalculationMethod | `equityProRataToTokenSupply` or `equityProRataToCompanyReserve` | -| minCompanyReserve | This is a number of tokens | -| tokenPremiumMultiplier | A number. If SAFE is worth 30% of company fully diluted equity, and premium multiplier is 2, the investor can buy 15% of total supply. | - - - -## Party Fields - -| **partyFieldName** | **description** | -|:-------------------|:----------------------------------------| -| name | Name of the individual or organization | -| evmAddress | | -| contactDetails | | -| investorType | | -| investorJurisdiction | | - - - -## Certificate Extension - -name: TokenWarrantExtension -```solidity -struct TokenWarrantData { - ExercisePriceMethod exercisePriceMethod; // perToken or perWarrant - uint256 exercisePrice; // 18 decimals - UnlockStartTimeType unlockStartTimeType; // enum of different types, can be tokenWarrantTime, tgeTime, or setTime - uint256 unlockStartTime; - uint256 unlockingPeriod; - uint256 latestExpirationTime; - uint256 unlockingCliffPeriod; - uint256 unlockingCliffPercentage; - UnlockingIntervalType unlockingIntervalType; // blockly, secondly, daily, weekly, monthly - TokenCalculationMethod tokenCalculationMethod; //equityProRataToTokenSupply or equityProRataToCompanyReserve - uint256 minCompanyReserve; //minimum company reserve within an equityProRataToCompanyReserve method--set to 0 if there is no minimum - uint256 tokenPremiumMultiplier; //multiplier of network valuation over company equity valuation, to be used within equityProRataToTokenSupply method (set to 0 if no premium) -} -``` - -## CertificateDetails Struct (for reference) - -```solidity -struct CertificateDetails { - string signingOfficerName; - string signingOfficerTitle; - uint256 investmentAmountUSD; - uint256 issuerUSDValuationAtTimeOfInvestment; - uint256 unitsRepresented; - string legalDetails; - bytes extensionData; -} -``` - -``` -enum ExercisePriceMethod { - perToken, - perWarrant -} - -enum TokenCalculationMethod { - equityProRataToCompanyReserve, - equityProRataToTokenSupply -} - -enum UnlockStartTimeType { - tokenWarrantTime, - tgeTime, - setTime -} - -enum UnlockingIntervalType { - blockly, - secondly, - hourly, - daily, - monthly -} - -``` - -Restrictive Legends: - -SAFE - -Restrictive Legends: - -[1] ria complaince legend - -RIA COMPLIANCE LEGEND. THE CERTIFICATE TOKEN MAY NOT BE USED TO EFFECT A TRANSFER OR TO OTHERWISE FACILITATE A CHANGE IN BENEFICIAL OWNERSHIP OF THIS SAFE WITHOUT THE PRIOR CONSENT OF THE COMPANY. - -[2] regulation s legend - -REGULATION S LEGEND. THIS SAFE AND THE CERTIFICATE TOKEN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER ANY SECURITIES LAWS, INCLUDING THOSE OF THE UNITED STATES OF AMERICA. THIS SAFE AND THE CERTIFICATE TOKEN ARE ONLY BEING OFFERED FOR SALE OUTSIDE THE UNITED STATES OF AMERICA TO PERSONS OTHER THAN U.S. PERSONS IN OFFSHORE TRANSACTIONS MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”). AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTIONS” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S. THIS AGREEMENT. THIS SAFE AND THE CERTIFICATE TOKEN ARE NOT PERMITTED TO BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH SECURITIES) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. YOU MAY RESELL SUCH SECURITIES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED YOU DO NOT SOLICIT (AND NO ONE ACTING ON YOUR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT AND ALL OTHER APPLICABLE SECURITIES LAWS. A HOLDER OF THE SECURITIES WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT RESELL THE SECURITIES TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE. - -[3] contentious hardfork legend - -CONTENTIOUS HARDFORK LEGEND. IN THE EVENT THAT THE BLOCKCHAIN SYSTEM ON WHICH THE CERTIFICATE TOKEN WAS ORIGINALLY ISSUED UNDERGOES A PERSISTENT “CONTENTIOUS HARDFORK” (AS COMMONLY UNDERSTOOD IN THE BLOCKCHAIN INDUSTRY, RESULTING IN TWO INDEPENDENT BLOCKCHAIN SYSTEMS THAT ARE BOTH REASONABLY EXPECTED TO HAVE INDEPENDENT PERSISTENT COMMERCIAL VALUE), NO COPY OF THE CERTIFICATE TOKEN MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNTIL THE COMPANY HAS DETERMINED, IN ITS SOLE AND ABSOLUTE DISCRETION, WHICH BLOCKCHAIN SYSTEM (AND WHICH CERTIFICATE TOKENS) TO TREAT AS CANONICAL, AND THEN ONLY THE CERTIFICATE TOKEN THUS DETERMINED BY THE COMPANY TO BE CANONICAL MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED (TO THE EXTENT OTHERWISE PERMITTED). IN THE EVENT THAT THE BLOCKCHAIN SYSTEM DETERMINED BY THE COMPANY TO BE CANONICAL FOLLOWING A CONTENTIOUS HARDFORK ITSELF SUBSEQUENTLY UNDERGOES ANOTHER CONTENTIOUS HARDFORK, THIS RESTRICTIVE LEGEND SHALL LIKEWISE APPLY TO SUCH OTHER CONTENTIOUS HARDFORK, MUTATIS MUTANDIS. - -token warrant: - -[1] ria compliance legend - -RIA COMPLIANCE LEGEND. THE CERTIFICATE TOKEN MAY NOT BE USED TO EFFECT A TRANSFER OR TO OTHERWISE FACILITATE A CHANGE IN BENEFICIAL OWNERSHIP OF THIS TOKEN WARRANT WITHOUT THE PRIOR CONSENT OF THE COMPANY. - -[2] regulation s legend - -REGULATION S LEGEND. THIS TOKEN WARRANT AND THE CERTIFICATE TOKEN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER ANY SECURITIES LAWS, INCLUDING THOSE OF THE UNITED STATES OF AMERICA. THIS TOKEN WARRANT AND THE CERTIFICATE TOKEN ARE ONLY BEING OFFERED FOR SALE OUTSIDE THE UNITED STATES OF AMERICA TO PERSONS OTHER THAN U.S. PERSONS IN OFFSHORE TRANSACTIONS MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”). AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTIONS” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S. THIS AGREEMENT. THIS TOKEN WARRANT AND THE CERTIFICATE TOKEN ARE NOT PERMITTED TO BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH SECURITIES) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. YOU MAY RESELL SUCH SECURITIES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED YOU DO NOT SOLICIT (AND NO ONE ACTING ON YOUR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT AND ALL OTHER APPLICABLE SECURITIES LAWS. A HOLDER OF THE SECURITIES WHO IS A DISTRIBUTOR, DEALER, SUBUNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT RESELL THE SECURITIES TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE. - -[3] contentious hardfork legend - -CONTENTIOUS HARDFORK LEGEND. IN THE EVENT THAT THE BLOCKCHAIN SYSTEM ON WHICH THE CERTIFICATE TOKEN WAS ORIGINALLY ISSUED UNDERGOES A PERSISTENT “CONTENTIOUS HARDFORK” (AS COMMONLY UNDERSTOOD IN THE BLOCKCHAIN INDUSTRY, RESULTING IN TWO INDEPENDENT BLOCKCHAIN SYSTEMS THAT ARE BOTH REASONABLY EXPECTED TO HAVE INDEPENDENT PERSISTENT COMMERCIAL VALUE), NO COPY OF THE CERTIFICATE TOKEN MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNTIL THE COMPANY HAS DETERMINED, IN ITS SOLE AND ABSOLUTE DISCRETION, WHICH BLOCKCHAIN SYSTEM (AND WHICH CERTIFICATE TOKENS) TO TREAT AS CANONICAL, AND THEN ONLY THE CERTIFICATE TOKEN THUS DETERMINED BY THE COMPANY TO BE CANONICAL MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED (TO THE EXTENT OTHERWISE PERMITTED). IN THE EVENT THAT THE BLOCKCHAIN SYSTEM DETERMINED BY THE COMPANY TO BE CANONICAL FOLLOWING A CONTENTIOUS HARDFORK ITSELF SUBSEQUENTLY UNDERGOES ANOTHER CONTENTIOUS HARDFORK, THIS RESTRICTIVE LEGEND SHALL LIKEWISE APPLY TO SUCH OTHER CONTENTIOUS HARDFORK, MUTATIS MUTANDIS. \ No newline at end of file