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Definitions to the top #20

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26 changes: 13 additions & 13 deletions Form of SAFT.md
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Expand Up @@ -25,7 +25,19 @@ This document has not been approved by an authorised person. Any investment to w

THIS CERTIFIES THAT in exchange for the payment by the undersigned purchaser (the *“Purchaser”*) of $[__________] (the *“Purchase Amount”*) on or about [DATE], 2017, [Company Name], a [State of Incorporation] corporation (the *“Company”*), hereby issues to the Purchaser the right (the *“Right”*) to certain units of [Token Name] (the *“Token”* or *“[Token Name]”*), subject to the terms set forth below.

#### 1 Events
#### 1 Definitions

*“Discount Price”* means the maximum price per Token sold by the Company to the public during the Network Launch multiplied by the Discount Rate.

*“Discount Rate”* is [ ____ %].

*“Dissolution Event”* means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

*“Network Launch”* means [a bona fide transaction or series of transactions, pursuant to which the Company will sell the Tokens to the general public in a publicized product launch.]

*“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].

#### 2 Events

(a) **Network Launch**. If there is a Network Launch before the expiration or termination of this instrument, the Company will automatically issue to the Purchaser a number of units of the Token equal to the Purchase Amount divided by the Discount Price.

Expand All @@ -39,19 +51,7 @@ In connection with and prior to the issuance of Tokens by the Company to the Pur

(c) **Termination**. This instrument will expire and terminate upon the earlier of (i) the issuance of Tokens to the Purchaser pursuant to Section 1(a); (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 1(b); (iii) [DATE] (the *“Deadline Date”*), if the Network Launch has not occurred as of such date; provided that, the Company shall have the right to extend the Deadline Date by sixty (60) days, in its sole discretion[; and (iv) the failure to obtain net proceeds of more than $[_______] from the sale of all rights pursuant to the SAFTs; provided, that in the case of (iv), the Company shall have the obligation to repay to the Purchasers the aggregate amount of all Purchase Amounts.]

#### 2 Definitions

*“Discount Price”* means the maximum price per Token sold by the Company to the public during the Network Launch multiplied by the Discount Rate.

*“Discount Rate”* is [ ____ %].

*“Dissolution Event”* means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

*“Network Launch”* means [a bona fide transaction or series of transactions, pursuant to which the Company will sell the Tokens to the general public in a publicized product launch.]

*“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].


#### 3 Company Representations

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of [STATE], and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
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