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Incorporation

Key Considerations When Deciding Where To Incorporate

How To Incorporate a Delaware C Corp Through Clerky?

Form Of SOSV Program Investments

How are SOSV Program Investments Made?

What Is A SAFE?

What Does Post-Money Mean?

How Does a Post-Money Fixed Percentage SAFE Convert to Equity?

Structure of the SOSV Program Investment

Structure of the SOSV Program Investment

Cash SAFE

Program SAFE

Additional Cash SAFE

Cash SAFE

Cash Amount

Conversion – Valuation Cap Or Discount?

What Events Trigger Conversion of Investment to Equity?

What is an Equity Financing?

What Calculation is Used to Determine the Number of Shares Issuable to the Investor Upon Conversion of the Cash SAFE?

What is an Optional Conversion?

What is a Liquidity Event?

What is a Dissolution Event?

What is a Review Conversion

What is a Pro Rata Right?

What is a Most Favored Nations Clause?

What Is an Employee Share Option Plan (ESOP) or Unissued Option Pool?

Can the Cash SAFE be Assigned?

Program SAFE

Program Amount

Conversion to a Fixed Percentage

What Events Trigger Conversion of Investment to Equity?

What is an Equity Financing?

What Calculation Is Used to Determine the Number of Shares Issuable to the Investor Upon Conversion of the Program SAFE?

What is an Optional Conversion?

What is a Dissolution Event?

What is a Liquidity Event?

What is a Review Conversion?

What is a Pro Rata Right?

What is an Employee Share Option Plan (ESOP) or Unissued Option Pool?

What Representations and Warranties are Given with Respect to the Company’s Intellectual Property?

What are SOSV’s Vesting Requirements?

What is a Most Favored Nations Clause?

What is a Put Right?

What is an Observer Right?

What are Information Rights?

What is the Major Investor Designation Clause?

What is a Pre Conversion Pro Rata Right?

What is a First Financing Right?

What is the Investor Consent Matters Clause?

What are the Program Participation Requirements?

What Happens if a Participant is Removed From the Program?

The Program SAFE includes a provision detailing the Program’s expectations of you to participate in the SOSV Program. For example, it is expected that you will participate in the Program in a collegiate manner, that you will give the Program 100% of your time, and that you will terminate all other employment prior to the start of the SOSV Program.

The SOSV Program’s investment amount is tranched and each tranche is attached to a milestone of some sort. SOSV’s desire is that all selected teams will flourish over the course of the Program and that there would never arise any need to ask a team to leave. However on extremely rare occasions if the relevant Program Director believes, based on failure to meet milestones, failure to participate fully in the Program (i.e. missing meetings, failure to show up to the program on a consistent basis, engaging in anti social behavior, etc.), or such other reasonable grounds, the Program Director may have to ask the Founders and their Company to leave the Program.

If a Company is removed from a Program, the Company will be liable to repay to SOSV the total SOSV investment amount received to date, including Program Amount. If the Company is not in a position to repay the investment amount SOSV will retain all rights in the Company in accordance with the rights contained in Cash SAFE and Program Safe.

What Does the Exit Endeavour Clause Mean?

Can the Program SAFE be Assigned?

Optional Additional Cash SAFE

What is an Additional Cash SAFE?