TRADOV, INC.
PRIVILEGED AND CONFIDENTIAL
THIS SIMPLE AGREEMENT FOR FUTURE TOKENS (“SAFT”) HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SAFT MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION
THEREFROM. THE ISSUER OF THIS SAFT MAY REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.
SIMPLE AGREEMENT FOR FUTURE TOKENS
Issued By
TRADOVE, INC.
For
BBCOIN
Investment Amount: $
Purchase Price Per Token: $0.16
Number of Tokens:
Vesting Period NA
THIS SIMPLE AGREEMENT FOR FUTURE TOKENS (the “Agreement”) certifies that in
exchange for the payment by [ ] (the “Investor”) of $[ ]
(the “Investment”) on or about [ ], TraDove, Inc. a Delaware corporation (the
“Company”), hereby issues to the Investor the right to receive [ ] units of
BBCoins issued by the Company (the “Token(s)”), subject to the terms set forth below and in the
BBCoin Purchase Agreement attached hereto as Appendix A (the “Purchase Agreement”).
1. Events
(a) Token Generation Event. On the Initial Token Generation Date, before the
expiration or termination of this Agreement, the Company will automatically issue to the Investor a
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number of units of the Token equal to the Investment divided by the Price; provided that, in
connection with and prior to the issuance of Tokens by the Company to the Investor pursuant to this
Section 1(a):
(i) The Investor will execute and deliver to the Company any and all other
transaction documents related to this Agreement, including but not limited to the Purchase
Agreement attached hereto as Appendix A; and
(ii) The Investor will provide to the Company a public Ethereum wallet address to
which the Company may deliver Tokens during the anticipated Token Generation Event. For the
avoidance of doubt, the public wallet address must be under the direct or indirect control of the
Investor and shall not be under the direct or indirect control of a third-party.
(b) Dissolution Event. If there is a Dissolution Event before this instrument expires or
terminates, and to the extent funds are available from the proceeds of all Investments , the Company
will pay an amount equal to the Investment (the “Returned Investment”), due and payable to the
Investor immediately prior to, or concurrent with, the consummation of the Dissolution Event. For
the avoidance of doubt, funds from business operations of the Company other than the offer and sale
of this Agreement shall not be available for Returned Investments. Where the amount of funds
available for Returned Investments is less than that which would be required to make Returned
Investments to all Investors, the Company will make Returned Investments to the Pre-Sale Class of
Investors before all other Investors. Any distributed amounts shall be in U.S. Dollars.
(c) Termination. This instrument will expire and terminate (without relieving the
Company of any obligations arising from a prior breach of or non-compliance with this Agreement)
upon either (i) the issuance of Tokens to the Investor pursuant to Section 1(a); or (ii) the payment, or
setting aside for payment, of amounts due the Investor pursuant to Section 1(b).
2. Definitions
“Dissolution Event” means: (i) a voluntary termination of operations; (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. For the avoidance of doubt, a change
of control or an initial public offering will not constitute a Dissolution Event.
“Initial Token Generation Date” means the first date of the Company’s first Token
Generation Event.
“Network Launch” means the first date on which the Tokens issued during the Initial Token
Generation Event can be used to engage in transactions on the Network as more fully described in
the SAFT Term Sheet.
“Offering” means the multi-round offer and sale of the Agreement, pursuant to the schedule
set forth in the SAFT Term Sheet
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“Price” means the price per Token to be delivered by the Company to the Investor at or
around the time of the Initial Token Generation Date. The Price will conform to the terms set forth in
the SAFT Term Sheet.
“SAFT” means an instrument containing a future right to receive units of tokens, similar in
form and content to this Agreement, purchased by Investors for the purpose of funding the
Company’s business operations.
“Subsequent Agreement” means a SAFT the Company may issue after the issuance of this
Agreement but prior to the Network Launch with the principal purpose of raising capital. This
definition excludes: (i) Tokens issued pursuant to any employee incentive or similar plan of the
Company; provided that, an instrument substantially similar to or the same as this Agreement may
be used in connection with such plan; (ii) Tokens issued or issuable to third party service providers
or others in connection with the Network Launch or the provision of goods or services to the
Company; (iii) Tokens issued or issuable in connection with sponsored research, collaboration,
technology license, development, OEM, marketing or other similar agreements or strategic
partnerships; and (iv) any convertible securities issued by the Company.
“Token Generation Event” means the Company’s offer and sale of immediately deliverable
Tokens to persons other than persons who control, are controlled by, or are under common control
with the Company.
3. No “MFN” Amendment Rights. The Company will offer and sale Agreements in multiple
rounds and on different terms. If the company issues a Subsequent Agreement prior to the
termination of this Agreement, the Company is under no obligation to provide the Investor with
written notice thereof, copies of any documentation relating to such Subsequent Agreement, or any
additional information related to such Subsequent Agreement, whether or not reasonably requested
by the Investor. For the avoidance of doubt, in the event the Investor determines that the terms of the
Subsequent Agreement are preferable to the terms of this Agreement, the Company is under no
obligation to amend and restate this Agreement to be identical to the instrument(s) evidencing the
Subsequent Agreement.
4. Company Representations
(a) The Company is a corporation duly organized, validly existing and in good standing
under the laws of the state of its incorporation, and has the power and authority to own, lease and
operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this Agreement is
within the power of the Company and, other than with respect to the actions to be taken when
Tokens are to be issued to the Investor, has been duly authorized by all necessary actions on the part
of the Company. This instrument constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to or affecting the enforcement of creditors’
rights generally and general principles of equity. To the knowledge of the Company, it is not in
violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or
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regulation applicable to the Company or (iii) any material indenture or contract to which the
Company is a party or by which it is bound, where, in each case, such violation or default,
individually, or together with all such violations or defaults, could reasonably be expected to have a
material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this
Agreement do not and will not: (i) violate any material judgment, statute, rule or regulation
applicable to the Company; (ii) result in the acceleration of any material indenture or contract to
which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of
any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or
nonrenewal of any material permit, license or authorization applicable to the Company, its business
or operations.
(d) No consents or approvals are required in connection with the performance of this
Agreement, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings
under applicable securities laws.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially
reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information, processes and other intellectual property rights
necessary for its business as now conducted and as currently proposed to be conducted, without any
conflict with, or infringement of the rights of, others.
(f) The Company incorporates and restates in this Agreement by reference all
representations and warranties made by the Company contained in the Purchase Agreement attached
hereto as Appendix A.
5. Investor Representations
(a) The Investor has full legal capacity, power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding
obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to or affecting the enforcement of creditors’
rights generally and general principles of equity.
(b) The Investor is: (i) an accredited Investor as such term is defined in Rule 501 of
Regulation D under the Securities Act; (ii) an eligible person listed under Rule 701(c) of the
Securities Act; or (iii) not a U.S. person within the meaning of Rule 902 of Regulation S under the
Securities Act. The Investor has been advised that this Agreement is a security that has not been
registered under the Securities Act, or any state securities laws and, therefore, cannot be resold
unless registered under the Securities Act and applicable state securities laws or unless an exemption
from such registration requirements is available. The Investor is purchasing this security instrument
for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in
connection with, the distribution thereof, and the Investor has no present intention of selling,
granting any participation in, or otherwise distributing the same. The Investor has such knowledge
and experience in financial and business matters that the Investor is capable of evaluating the merits
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and risks of such investment, is able to incur a complete loss of such investment without impairing
the Investor’s financial condition, and is able to bear the economic risk of such investment for an
indefinite period of time. The Investor further represents that it has been provided the opportunity to
ask the Company questions, and where applicable, has received answers from the Company,
regarding the Offering and this Agreement.
(c) The Investor is not a resident of the state of New York.
(d) The Investor incorporates and restates in this Agreement by reference all
representations and warranties made by the Purchaser contained in the Purchase Agreement. The
Investor further represents that it has read the Purchase Agreement, understands and agrees to be
bound by its terms, and has been provided the opportunity to ask the Company questions, and where
applicable, has received answers from the Company, regarding the Purchase Agreement.
(e) The Investor agrees to be bound by any affirmation, assent or agreement that it
transmits to the Company or the Company’s affiliates by computer or other electronic device,
including internet, telephonic and wireless devices, including, but not limited to, any consent it gives
to receive communications from the Company or any of the Company’s affiliates solely through
electronic transmission. The Investor agrees that when it clicks on an “I Agree,” “I Consent,” or
other similarly worded button or entry field with its mouse, keystroke or other device, the Investor’s
agreement or consent will be legally binding and enforceable against it and will be the legal
equivalent of its handwritten signature on an agreement that is printed on paper. The Investor agrees
that the Company and any of the Company’s affiliates may send the Investor electronic copies of any
and all communications associated with its purchase of Tokens.
6. Payment Instructions.
(a) Personalized Payment instructions will be provided upon signing this document..
(b) TraDove, Inc. currently accepts payment in Ethereum, Bitcoin, U.S. dollars and other
major fiat currencies, and via wire and ACH transfers.
7. Miscellaneous
(a) Any provision of this Agreement may be amended, waived or modified only upon the
written consent of the Company and the Investor.
(b) Any notice required or permitted by this Agreement will be deemed sufficient when
sent by email to the relevant address listed on the signature page, as subsequently modified by
written notice.
(c) The Investor is not entitled, as a holder of this Agreement, to vote or receive
dividends or be deemed the holder of capital stock of the Company for any purpose, nor will
anything contained herein be construed to confer on the Investor, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate
action or to receive notice of meetings, or to receive subscription rights or otherwise.
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(d) Neither this Agreement nor the rights contained herein may be assigned, by operation
of law or otherwise, by either party without the prior written consent of the other; provided,
however, that this Agreement and/or the rights contained herein may be assigned without the
Company’s consent by the Investor to any other entity who directly or indirectly, controls, is
controlled by or is under common control with the Investor, including, without limitation, any
general partner, managing member, officer or director of the Investor, or any venture capital fund
now or hereafter existing which is controlled by one or more general partners or managing members
of, or shares the same management company with, the Investor; and provided, further, that the
Company may assign this Agreement in whole, without the consent of the Investor, in connection
with a reincorporation to change the Company’s domicile.
(e) In the event any one or more of the provisions of this Agreement is for any reason
held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that
any one or more of the provisions of this Agreement operate or would prospectively operate to
invalidate this Agreement, then and in any such event, such provision(s) only will be deemed null
and void and will not affect any other provision of this Agreement and the remaining provisions of
this Agreement will remain operative and in full force and effect and will not be affected, prejudiced,
or disturbed thereby.
(f) All rights and obligations hereunder will be governed by the laws of the State of
California, without regard to the conflicts of law provisions of such jurisdiction.
[E-Signature page follows]
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TRADOV, INC.
PRIVILEGED AND CONFIDENTIAL
E-SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and
delivered as of the date first above written.
By checking this box and pressing the “I Agree” button, I agree to comply with and be bound
by all terms of the Agreement, including the Purchaser Agreement attached hereto and all other
components of the Agreement. I acknowledge and accept that all purchases of Interests in Tokens
from the Company during the Offering are final, and there are no refunds or cancellations except as
may be required by applicable law or regulation. I further acknowledge and accept that the Company
reserves the right to refuse or cancel Agreements at any time in its sole discretion.
TRADOVE, INC. INVESTOR
By: Kent J. Yan By:
Title: Chief Executive Officer
Address: 1000 Elwell Court, #220
Palo Alto, CA 94303
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TRADOV, INC.
PRIVILEGED AND CONFIDENTIAL
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