SIMPLE AGREEMENT FOR FUTURE EQUITY
Post-Money Valuation Cap — No discount
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
This Simple Agreement for Future Equity (this "SAFE"), dated as of (the "Effective Date"), is entered into by and between Brightfield Cloud Services Inc., a Delaware corporation, with its principal place of business at 4710 East Riverside Drive, Suite 210, Austin, TX 78741 (the "Company"), and the purchaser identified on the signature page hereto (the "Investor"), with the address as set forth on the signature page hereto.
In consideration of the Investor's payment of the Purchase Amount (as defined below and as set forth on Schedule A attached hereto) to the Company, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
Section 1: Events
1(a) Equity Financing
Upon the occurrence of an Equity Financing before the termination of this SAFE, the Company shall automatically issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price.
The "Conversion Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization. For the avoidance of doubt, no discount rate shall apply to the Conversion Price; conversion of this SAFE shall occur solely at the price determined by dividing the Post-Money Valuation Cap by the Company Capitalization, regardless of the actual price per share paid by investors in the Equity Financing.
The issuance of Safe Preferred Stock to the Investor pursuant to this Section 1(a) shall be on the same terms and conditions applicable to shares of Preferred Stock issued to investors in the Equity Financing (the "Standard Preferred Stock"), except that (i) the per-share liquidation preference of the Safe Preferred Stock shall equal the Conversion Price and (ii) the per-share conversion price of the Safe Preferred Stock (for purposes of any anti-dilution adjustments or voluntary or mandatory conversion provisions) shall equal the Conversion Price.
In connection with the issuance of Safe Preferred Stock to the Investor pursuant to this Section 1(a), the Investor agrees to execute and deliver all transaction documents related to the Equity Financing, including, without limitation, a stock purchase agreement, investors' rights agreement, right of first refusal and co-sale agreement, voting agreement, and any other ancillary agreements, in each case in the form executed by the other investors in the Equity Financing, to the extent applicable.
The Investor shall, upon issuance of Safe Preferred Stock, have the same rights, privileges, preferences, and restrictions as the holders of Standard Preferred Stock, other than with respect to per-share amounts (including, without limitation, per-share liquidation preferences and per-share conversion prices), which per-share amounts shall in each case be calculated based on the Conversion Price rather than the price per share paid by investors purchasing Standard Preferred Stock in the Equity Financing.
1(b) Liquidity Event
If a Liquidity Event occurs before the termination of this SAFE, the Investor shall, at the Investor's option, receive either:
(i) a cash payment equal to the Purchase Amount (the "Cash-Out Amount"); or
(ii) a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price.
The "Liquidity Price" means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.
The Company shall provide the Investor with written notice of any anticipated Liquidity Event not less than ten (10) business days prior to the anticipated closing date of such Liquidity Event (the "Liquidity Notice"). The Liquidity Notice shall describe in reasonable detail the material terms and conditions of the Liquidity Event and shall inform the Investor of the Investor's right to elect to receive either (i) the Cash-Out Amount or (ii) shares of Common Stock, in each case as set forth above. The Investor shall notify the Company in writing of the Investor's election not later than five (5) business days following receipt of the Liquidity Notice. If the Investor fails to deliver written notice of an election within such five (5) business day period, the Investor shall be deemed to have elected to receive a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price.
Payment of the Cash-Out Amount or the issuance of shares of Common Stock, as applicable, shall occur at or immediately prior to the consummation of the Liquidity Event. In the event the Investor elects (or is deemed to have elected) to receive shares of Common Stock, the Company shall issue such shares to the Investor free and clear of all liens and encumbrances (other than restrictions imposed under applicable securities laws and any applicable lock-up agreements entered into in connection with an initial public offering).
Notwithstanding the foregoing, in connection with any Liquidity Event, the amount distributed or the number of shares issuable to the Investor pursuant to this Section 1(b) shall not exceed the amount or number of shares that would be distributed to the Investor if the total funds or consideration legally available for distribution to all equityholders and SAFE holders in connection with such Liquidity Event were distributed among all holders of outstanding SAFEs (on an as-converted basis) and all holders of the Company's Capital Stock, on an as-converted basis, in proportion to their respective ownership percentages, determined as if all outstanding SAFEs had been converted into shares of Common Stock immediately prior to such Liquidity Event.
1(c) Dissolution Event
If a Dissolution Event occurs before the termination of this SAFE, and prior to the occurrence of a Liquidity Event or an Equity Financing, the Company shall pay the Investor an amount equal to the Purchase Amount, payable from the assets of the Company legally available for distribution to its stockholders and SAFE holders, subject to the rights and preferences of any holders of the Company's outstanding Preferred Stock (if any).
Any payments made to the Investor pursuant to this Section 1(c) shall be made prior to, and in preference to, any distribution to holders of the Company's Common Stock. If the assets of the Company legally available for distribution to SAFE holders are insufficient to permit payment in full to all holders of outstanding SAFEs, such assets shall be distributed on a pro rata basis among all holders of outstanding SAFEs in proportion to their respective Purchase Amounts.
1(d) Termination. This SAFE will automatically terminate (without relieving the Company of any obligations arising from a prior breach of this SAFE) upon the earliest to occur of:
(i) the issuance of shares of Safe Preferred Stock to the Investor pursuant to Section 1(a) (Equity Financing);
(ii) the payment of the Cash-Out Amount or the issuance of shares of Common Stock to the Investor pursuant to Section 1(b) (Liquidity Event); or
(iii) the payment to the Investor pursuant to Section 1(c) (Dissolution Event).
For the avoidance of doubt, upon termination of this SAFE in accordance with this Section 1(d), neither the Company nor the Investor shall have any further rights or obligations hereunder, except with respect to any obligations that expressly survive termination of this SAFE and any rights or claims arising from a breach of this SAFE occurring prior to such termination.
Section 2: Definitions
As used in this SAFE, the following terms have the meanings set forth below:
"Capital Stock" means all shares of the Company's Common Stock and Preferred Stock, on an as-converted-to-Common-Stock basis, treating for this purpose all shares of Preferred Stock as if converted to Common Stock at the then-applicable conversion rate.
"Change of Control" means (i) a transaction or series of related transactions in which any "person" or "group" (within the meaning of Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended) acquires more than fifty percent (50%) of the outstanding voting securities of the Company; (ii) a merger, consolidation, or similar transaction involving the Company in which the Company's stockholders immediately prior to such transaction do not own, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities of the surviving or resulting entity (or its parent) immediately following such transaction; or (iii) the sale, lease, transfer, exclusive license, or other disposition of all or substantially all of the Company's assets (other than to a wholly-owned subsidiary of the Company).
"Common Stock" means the Company's Common Stock, par value $0.0001 per share, as set forth in the Company's Certificate of Incorporation, as it may be amended or restated from time to time.
"Company Capitalization" means the sum, calculated as of immediately prior to the Equity Financing, of: (i) all shares of Capital Stock issued and outstanding, assuming the exercise or conversion of all outstanding vested and unvested options, warrants, and other convertible securities (but excluding (A) this SAFE, (B) all other outstanding SAFEs, and (C) any convertible promissory notes); plus (ii) all shares of Capital Stock reserved for issuance under any equity incentive or similar plan of the Company, including any shares reserved but unissued under such plan ; plus (iii) all shares of Capital Stock issuable upon conversion of all outstanding SAFEs (including this SAFE) and any other convertible securities converting in connection with the Equity Financing, with each such SAFE's or convertible security's conversion share count calculated by dividing the applicable purchase amount by the applicable conversion price derived from such instrument's post-money valuation cap (or, if applicable, any discount-based conversion price).
For the avoidance of doubt, and as noted for informational purposes only, at the time of issuance of this SAFE, the Company's outstanding Capital Stock consists solely of 7,500,000 shares of Common Stock. As of the Effective Date, the Company has not adopted an equity incentive plan and has no outstanding options, warrants, or other convertible securities other than SAFEs.
"Conversion Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.
"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 (excluding, for the avoidance of doubt, a Liquidity Event).
"Equity Financing" means a bona fide transaction or series of related transactions in which the Company issues and sells shares of Preferred Stock with the principal purpose of raising capital, in which the aggregate gross proceeds to the Company are not less than One Million Dollars ($1,000,000), excluding the aggregate amount of the Purchase Amounts of all SAFEs and the principal amounts of all other convertible instruments being converted into shares of Preferred Stock in connection with such transaction or transactions.
"Investor" means the purchaser identified on the signature page hereto.
"Liquidity Capitalization" means the Company Capitalization, calculated as of immediately prior to the Liquidity Event, and including: (i) all shares of Capital Stock issued and outstanding; (ii) all shares of Capital Stock issuable upon the exercise or conversion of all outstanding options, warrants, and convertible securities (whether vested or unvested); (iii) all shares of Capital Stock reserved for issuance under any equity incentive or similar plan of the Company; and (iv) all shares of Capital Stock issuable upon conversion of all outstanding SAFEs (including this SAFE), with each such SAFE's conversion share count calculated by dividing the applicable purchase amount by the applicable conversion price derived from such instrument's post-money valuation cap.
"Liquidity Event" means a Change of Control or an initial public offering of the Company's Common Stock on a national securities exchange.
"Liquidity Price" means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.
"Post-Money Valuation Cap" means Twelve Million Dollars ($12,000,000).
"Preferred Stock" means any series of the Company's preferred stock, par value $0.0001 per share (or as otherwise designated), as set forth in the Company's Certificate of Incorporation, as it may be amended or restated from time to time.
"Purchase Amount" means the amount set forth on Schedule A attached hereto, paid by the Investor to the Company as consideration for this SAFE.
"Safe Preferred Stock" means the series of Preferred Stock issued to the Investor upon an Equity Financing pursuant to Section 1(a), having the same rights, privileges, preferences, and restrictions as the Standard Preferred Stock, except that (i) the per-share liquidation preference of the Safe Preferred Stock shall equal the Conversion Price and (ii) the per-share conversion price of the Safe Preferred Stock shall equal the Conversion Price.
"SAFE" or "Safe" means this Simple Agreement for Future Equity instrument.
"Standard Preferred Stock" means the shares of Preferred Stock issued to investors in the Equity Financing (other than shares of Safe Preferred Stock issued to investors converting SAFEs or other convertible securities in connection with such Equity Financing).
Section 3: Company Representations
The Company hereby represents and warrants to the Investor as follows:
3(a) Organization, Good Standing, and Qualification
The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of Texas (Texas Secretary of State Filing Number 804217635), and in each other jurisdiction in which the nature of the Company's business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company. The Company has all requisite corporate power and authority to execute and deliver this SAFE, to perform its obligations hereunder, and to carry out the transactions contemplated hereby.
3(b) Authorization. All corporate action necessary for the authorization, execution, and delivery of this SAFE by the Company, and for the performance of all obligations of the Company hereunder, has been taken by the Company, including the Written Consent of the Board of Directors of the Company dated (the "Board Written Consent"), which Board Written Consent authorized the issuance of SAFEs in an aggregate amount not to exceed Two Million Dollars ($2,000,000). This SAFE, when executed and delivered by the Company, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws now or hereafter in effect affecting creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
3(c) Offering. Subject in part to the truth and accuracy of the Investor's representations and warranties set forth in Section 4 hereof, the offer, sale, and issuance of this SAFE are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, and are exempt from registration or qualification under applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell, or has offered to sell or will offer to sell, all or any part of this SAFE to any person or persons so as to bring the offer, sale, or issuance of this SAFE by the Company within the registration provisions of the Securities Act or any applicable state securities laws. Neither the Company nor any agent on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) in connection with any offer or sale of this SAFE.
Section 4: Investor Representations
The Investor hereby represents and warrants to the Company as follows:
4(a) Accredited Investor
The Investor is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and has provided or will provide to the Company such evidence of such status as the Company may reasonably request.
4(b) Investment Intent
The Investor is acquiring this SAFE and, upon conversion, any shares of Capital Stock issuable upon conversion of this SAFE (collectively, the "Securities"), for investment for the Investor's own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. The Investor has no present intention of selling, granting any participation in, or otherwise distributing the Securities. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor's representations as expressed herein.
4(c) Sophistication and Risk
The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of this investment in this SAFE and the Securities. The Investor is able to bear the economic risk of this investment for an indefinite period of time, including, without limitation, the risk of a total loss of the Purchase Amount. The Investor recognizes that an investment in the Company involves a high degree of risk and that there is no assurance that the Company's business will be successful or that the Investor will receive any return on this investment.
4(d) Access to Information
The Investor has had the opportunity to ask questions of, and receive answers from, the officers and directors of the Company regarding the Company, its business, financial condition, and prospects, and regarding the terms and conditions of this SAFE. The Investor has received all information that the Investor has requested from the Company and considers necessary or appropriate for deciding whether to purchase this SAFE. The Investor acknowledges that the Company has made available to the Investor such information as the Investor has reasonably requested.
4(e) No General Solicitation
The Investor is not purchasing this SAFE as a result of any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D promulgated under the Securities Act), including, without limitation, any article, notice, advertisement, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
4(f) Residence and Principal Place of Business
If the Investor is an individual, the Investor's state of residence is as set forth on the signature page hereto. If the Investor is an entity, the Investor's principal place of business is as set forth on the signature page hereto. The Investor has not been formed or organized for the specific purpose of acquiring this SAFE.
Section 5: Most Favored Nation Provision
If, at any time prior to the closing of an Equity Financing, the Company issues any subsequent Simple Agreement for Future Equity (a "Subsequent SAFE") that contains terms more favorable to the holder thereof than the terms of this SAFE, including, without limitation, a lower valuation cap, a discount rate, a more favorable definition of Company Capitalization, or additional investor protections not contained herein (each, a "More Favorable Term"), then, upon written notice from the Investor to the Company delivered within thirty (30) days following the Investor's receipt of the notice described below, this SAFE shall be automatically amended, without further action by either party, to incorporate any or all of such More Favorable Terms, at the Investor's election.
The Company shall provide the Investor with written notice (and in any event within five (5) business days) of the issuance of any Subsequent SAFE, together with a true and complete copy of the form of such Subsequent SAFE (including all schedules and exhibits thereto). The Investor's notice to the Company electing to incorporate one or more More Favorable Terms shall specify which More Favorable Terms the Investor elects to incorporate into this SAFE.
This Most Favored Nation provision shall terminate automatically and be of no further force or effect upon the closing of an Equity Financing.
Section 6: Miscellaneous
6(a) Amendment and Waiver
This SAFE may be amended, modified, or supplemented, and any provision hereof may be waived, only by a written instrument executed by both the Company and the Investor. No waiver of any provision of this SAFE shall operate as a waiver of any other provision, and no waiver shall constitute a continuing waiver unless otherwise expressly provided. The foregoing notwithstanding, this SAFE may be amended pursuant to Section 5 (Most Favored Nation Provision) in accordance with the terms set forth therein.
6(b) Governing Law
This SAFE shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its principles of conflicts of laws that would cause the application of the laws of any other jurisdiction.
6(c) Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this SAFE, or the breach, termination, or invalidity thereof, shall be resolved exclusively in the state courts of the State of Delaware sitting in New Castle County or in the United States District Court for the District of Delaware, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts. Each party agrees that service of process may be made upon such party in any manner permitted by the rules of such courts. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this SAFE in any such court, and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
6(d) Successors and Assigns
This SAFE and the rights and obligations hereunder may not be assigned by the Investor without the prior written consent of the Company; provided, however, that the Investor may, without the Company's prior written consent, assign this SAFE (i) to an affiliate of the Investor, (ii) to a trust established for the benefit of the Investor or the Investor's immediate family members, or (iii) in connection with a transfer otherwise permitted under applicable securities laws, in each case so long as the assignee delivers to the Company a written instrument agreeing to be bound by the terms of this SAFE and complies with all applicable securities laws in connection with such transfer. The rights and obligations of the Company under this SAFE shall be binding upon and inure to the benefit of the Company and its successors and assigns. Any purported assignment in violation of this Section 6(d) shall be null and void.
6(e) No Stockholder Rights
Except as otherwise expressly provided herein or as required by applicable law, the Investor shall not have any rights as a stockholder of the Company by virtue of holding this SAFE, including, without limitation, (i) no right to vote on any matter submitted to the Company's stockholders for a vote, (ii) no right to receive dividends or other distributions with respect to shares of Capital Stock, and (iii) no right to inspect the Company's books and records.
6(f) No Equity Security; Not Indebtedness
This SAFE shall not be deemed to be an equity security of the Company for any purpose under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any state securities laws. This SAFE does not constitute indebtedness of the Company and shall not be treated as a debt instrument for any purpose. The Investor acknowledges and agrees that this SAFE does not represent a loan to the Company and that no interest shall accrue on the Purchase Amount.
6(g) Tax Reporting
The Company and the Investor agree to report this SAFE for United States federal and applicable state income tax purposes as a contractual right to acquire equity in the Company (a "variable prepaid forward contract" for tax purposes, or in such other manner as may be agreed upon by the parties or required by applicable law), and neither party shall take a position inconsistent therewith on any tax return, in any tax proceeding, or in any other filing with any taxing authority, unless required to do so by a final determination within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended. Each party shall bear its own expenses with respect to tax compliance matters relating to this SAFE, and the Company makes no representations regarding the tax consequences of the Investor's purchase, holding, or conversion of this SAFE.
6(h) Notices. All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this SAFE shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when sent by email (with confirmation of transmission by the sending party, provided that no automated "bounce back" or similar message of non-delivery is received by the sender); or (iii) one (1) business day after the date sent by nationally recognized overnight courier (with written confirmation of receipt). Notices shall be sent to the respective parties at the addresses set forth on the signature page hereto (or to such other address as may be designated from time to time by written notice delivered in accordance with this Section 6(h)).
6(i) Severability. If any provision of this SAFE is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this SAFE, and this SAFE shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. To the extent permitted by applicable law, the parties hereby waive any provision of law that renders any provision of this SAFE invalid, illegal, or unenforceable in any respect.
6(j) Entire Agreement
This SAFE, together with any side letter executed by the Company and the Investor concurrently herewith and Schedule A attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and representations, whether oral or written, relating to such subject matter. There are no warranties, representations, or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein.
6(k) Counterparts; Electronic Signatures
This SAFE may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this SAFE by facsimile, email attachment in portable document format (PDF), or other electronic means (including any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act, as applicable) shall be deemed to be, and shall have the same legal force and effect as, execution and delivery of an original signed copy of this SAFE for all purposes.
6(l) Waiver of Jury Trial
EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SAFE OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT HEREOF. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS SAFE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(l).
[Remainder of page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO SIMPLE AGREEMENT FOR FUTURE EQUITY BRIGHTFIELD CLOUD SERVICES INC.
IN WITNESS WHEREOF, the parties hereto have caused this Simple Agreement for Future Equity to be duly executed and delivered as of the Effective Date first set forth above.
COMPANY:
BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: Devin Mallory
Title: Chief Executive Officer
Address: 4710 East Riverside Drive, Suite 210, Austin, TX 78741
Email: d.mallory@brightfieldcloud.com
INVESTOR:
[PURCHASER NAME]
By: ________
Name: ________
Title: ________
Address: ________
Email: ________
State of Residence / Principal Place of Business: ________
Note: This SAFE shall be executed as a separate counterpart by each of the following Investors, with the individual Purchase Amount for each Investor as specified on Schedule A attached to such Investor's counterpart:
1. Lorraine Chastain (individual) — 2814 Barton Creek Boulevard, Austin, TX 78735 — State of Residence: Texas
2. Jade Peak Ventures LLC (by marshall Huang, Managing Member) — 1701 Hermann Drive, Apt. 18C, Houston, TX 77004 — State of Principal Place of Business: Texas
3. Ariel Crest Capital LLC (by Dr. Nneka Adeyemi-Foster, Managing Member) — 5923 Preston Oaks Road, Suite 200, Dallas, TX 75254 — State of Organization: Delaware; State of Principal Place of Business: Texas
4. Samuel Kittridge (individual) — 580 Dolores Street, Apt. 4, San Francisco, CA 94110 — State of Residence: California
5. Volkov Bridge Holdings LLC (by Renata Dobrynin, Managing Member) — 310 East 75th Street, Apt. 9B, New York, NY 10021 — State of Principal Place of Business: New York
SCHEDULE A
PURCHASE AMOUNT AND WIRE INSTRUCTIONS
Investor Name: [As set forth on the signature page to the applicable counterpart of this SAFE]
Purchase Amount: As set forth in the table below for the applicable Investor.
Purchase Amounts by Counterpart
Post-Money Valuation Cap
$12,000,000
Aggregate SAFE Ownership Upon Conversion
The aggregate ownership percentage represented by all outstanding SAFEs upon conversion, calculated on a post-money basis, is as follows:
Aggregate SAFE Percent = $1,850,000 ÷ $12,000,000 = 15.4167%
Individual SAFE Ownership Allocations
Wire Instructions for Payment of Purchase Amount
All payments of the Purchase Amount shall be made by wire transfer of immediately available funds to the following account:
Bank Name: Pinehart National Bank Bank Address: 3200 South Lamar Boulevard, Austin, TX 78704 Account Name: Brightfield Cloud Services Inc. Account Number: xxxxxxxxx4718 ABA Routing Number: 111-907-244 Reference: SAFE — [Investor Name]
The Investor shall provide the Company with written confirmation of the wire transfer promptly following the transmission of funds. The Company shall acknowledge receipt of the Purchase Amount within two (2) business days of receipt.
[End of Schedule A]
| Counterpart | Investor | Purchase Amount |
| 1 | Lorraine Chastain | $500,000 |
| 2 | Jade Peak Ventures LLC (Marshall Huang, Managing Member) | $400,000 |
| 3 | Ariel Crest Capital LLC (Dr. Nneka Adeyemi-Foster, Managing Member) | $350,000 |
| 4 | Samuel Kittridge | $300,000 |
| 5 | Volkov Bridge Holdings LLC (Renata Dobrynin, Managing Member) | $300,000 |
| Aggregate Purchase Amount | $1,850,000 | |
| Investor | Purchase Amount | SAFE Percent |
| Lorraine Chastain | $500,000 | 4.1667% |
| Jade Peak Ventures LLC (Marshall Huang) | $400,000 | 3.3333% |
| Ariel Crest Capital LLC (Dr. Nneka Adeyemi-Foster) | $350,000 | 2.9167% |
| Samuel Kittridge | $300,000 | 2.5000% |
| Volkov Bridge Holdings LLC (Renata Dobrynin) | $300,000 | 2.5000% |
| Total | $1,850,000 | 15.4167% |