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Contract analysis / closing-letter-to-client.docx
closing-letter-to-client.docx
1042-00002 · 16 clauses
High · 0 Medium · 3 Standard · 5
1. Summary of the Transaction Standard
⚑ Commercial term
1. Summary of the Transaction In connection with the Closing, the Company issued five (5) Post-Money SAFEs (Valuation Cap, No discount) to the following angel investors (each, a "Purchaser" and collectively, the "Purchasers") in the following Purchase Amounts: The material economic terms of the SAFEs are summarized as follows: Valuation Cap: $12,000,000 (post-money). discount Rate: None. The SAFEs do not include a di
2. Executed Closing Documents Medium
⚑ Confidentiality undertaking
2. Executed Closing Documents Set forth below is an itemized list of all documents executed at or prior to the Closing. Each document has been fully executed and, where applicable, delivered to the appropriate parties. 2.1 SAFE Instruments Five (5) Post-Money SAFEs (Valuation Cap, No discount), each dated as of April 15, 2022, were executed by and between the Company and the respective Purchaser listed below: (a) Pos
3. Funding Confirmation Standard
⚑ Commercial term
3. Funding Confirmation We confirm that all five (5) Purchase Amounts were received by the Company via wire transfer on or prior to the Closing Date, into the Company's operating account at the following depository institution: Depository Bank: Pinehart National Bank Branch Address: 3200 South Lamar Boulevard, Austin, TX 78704 Account Designation: Operating Account Account Number Ending: x4718 ABA Routing Number: 111
4. Post-Closing Obligations Medium
⚑ Notice / time limit to track
4. Post-Closing Obligations While the Closing has occurred and all transaction documents have been executed and delivered, the following post-closing actions remain outstanding and require timely attention by the Company (with the assistance of C&H as described below). 4.1 SEC Form D Filing Pursuant to Rule 503 of Regulation D, the Company is required to file a notice of sale on Form D with the SEC within fifteen (15
5. Capitalization Summary (Post-Closing) Standard
⚑ Commercial term
5. Capitalization Summary (Post-Closing) For the Company's records, set forth below is a summary of the Company's capitalization as of the Closing Date, giving effect to the issuance of the SAFEs: Authorized Capital Stock: • Common Stock: 10,000,000 shares authorized • Preferred Stock: None authorized Outstanding Common Stock: 7,500,000 shares, held by the following stockholders: Preferred Stock: No shares of preferr
6. Enclosed Materials
6. Enclosed Materials Enclosed with this Closing Letter, please find a USB drive containing electronic copies (PDF counterparts) of all executed closing documents, including the following:
1. Five (5) executed Post-Money SAFEs (Valuation Cap, No discount) — PDF counterparts;
1. Five (5) executed Post-Money SAFEs (Valuation Cap, No discount) — PDF counterparts;
2. Three (3) executed Pro Rata Rights Side Letters — PDF counterparts;
2. Three (3) executed Pro Rata Rights Side Letters — PDF counterparts;
3. Action by Unanimous Written Consent of the Board of Directors, dated April 4, 2022;
3. Action by Unanimous Written Consent of the Board of Directors, dated April 4, 2022;
4. Certificate of the Secretary, dated April 15, 2022, together with all attachments ther
4. Certificate of the Secretary, dated April 15, 2022, together with all attachments thereto (Certificate of Incorporation, Bylaws, and Board Written Consent);
5. Three (3) Founder intellectual Property Assignment Confirmations, each dated April 8, Medium
⚑ Assignment / subcontracting
5. Three (3) Founder intellectual Property Assignment Confirmations, each dated April 8, 2022;
6. Five (5) completed Accredited Investor Questionnaires;
6. Five (5) completed Accredited Investor Questionnaires;
7. Disclosure Schedule / Company Representations;
7. Disclosure Schedule / Company Representations;
8. Wire transfer confirmations for each of the five (5) Purchase Amount wire transfers; a Standard
⚑ Commercial term
8. Wire transfer confirmations for each of the five (5) Purchase Amount wire transfers; and
9. Capitalization table reflecting the Company's pre-SAFE and post-SAFE capitalization.
9. Capitalization table reflecting the Company's pre-SAFE and post-SAFE capitalization. We strongly recommend that the Company maintain the original executed documents, together with the enclosed electronic copies, in its permanent corporate records at its principal office located at 4710 East Riverside Drive, Suite 210, Austin, TX 78741. Proper maintenance of corporate records is essential for due diligence purposes
7. Limitation of Engagement Standard
⚑ Commercial term
7. Limitation of Engagement The Firm's engagement in connection with the SAFE financing round is now concluded, subject only to the completion of the post-closing filings described in Section 4 above (SEC Form D filing and state blue-sky notice filings in Texas, California, and New York). Upon completion of those filings, C&H's engagement under the Engagement Letter with respect to this transaction will be fully conc