AGREEMENT FOR FUTURE EQUITY FOR SERVICES ("ADVISOR SAFE")
Effective Date: [Date of User's electronic signature]
BETWEEN:
(1) VoxTranscribe LLC, a limited liability company organized and existing under the laws of the State of Delaware, USA, with its registered office at 16192 Coastal HWY, 19958 Lewes, Delaware, United States of America, (the "Company");
(2) [partner_name], residing at/registered at [partner_address], who has accepted the terms of this Agreement electronically, (the "Partner").
RECITALS
(A) WHEREAS, the Company develops and operates the Zolyxo application (the "Application");
(B) WHEREAS, the Partner has been selected as a member of the "Zolyxo Launch Team" and has agreed to provide certain promotional and marketing services as defined by the rules of that program (the "Services");
(C) WHEREAS, the Company wishes to compensate the Partner for the successful performance of the Services by granting a right to future equity under the terms set forth in this Agreement;
(D) WHEREAS, the Partner acknowledges the existence of the "Zolyxo Token Program" and accepts that the rights acquired through this Agreement are subordinate to the Company’s obligations arising from the Token Program.
ARTICLE 1. DEFINITIONS
a. Compensation Value means the amount of USD 100.00 (one hundred US dollars).
b. Performance of Services means the Partner's achievement of bringing in a minimum of 200 new users who have made at least one purchase, as confirmed by the Company.
c. Post-Money Valuation Cap means the post-investment valuation of the Company, fixed at USD 3,000,000.
d. Qualifying Financing means an equity financing resulting in gross proceeds to the Company of at least USD 500,000.
e. Liquidity Event means a Change of Control, an initial public offering (IPO), or a direct listing.
f. Dissolution Event means a liquidation, bankruptcy, or cessation of the Company’s business operations.
g. Governing Law means the laws of the State of Delaware, USA.
ARTICLE 2. GRANT OF RIGHT
2.1 In consideration for the successful and complete Performance of Services, the Company grants to the Partner the right to future equity in the Company with a notional value equal to the Compensation Value.
ARTICLE 3. CONVERSION
3.1 This Advisor SAFE will automatically convert into shares of the Company's common stock upon the first to occur of: (i) a Qualifying Financing or (ii) a Liquidity Event.
ARTICLE 4. LIQUIDITY PRIORITY
4.1 In the case of a Liquidity Event or Dissolution Event, proceeds will be distributed in the following order:
(i) Company creditors;
(ii) Full Total Payout Pool to Token Program holders;
(iii) SAFE holders (including this Partner) up to their Compensation Value;
(iv) Remainder to stockholders.
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
(a) The Company represents it is duly organized under Delaware law.
(b) The Partner represents they have authority to enter into this Agreement and that providing the Services does not infringe third-party rights.
ARTICLE 6. GEOGRAPHIC RESTRICTIONS
6.1 The Partner warrants they are not a U.S. Person, a U.S. resident or citizen, nor a sanctioned person or entity.
ARTICLE 7. MISCELLANEOUS
(a) Governing Law: Delaware, USA.
(b) Entire Agreement: This document constitutes the entire Agreement.
(c) Electronic Signatures: Electronic signatures have the same force as handwritten.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
FOR THE COMPANY: VoxTranscribe LLC
Representative: CEO
FOR THE PARTNER:
[partner_name] (Electronic Signature)