Invest in Octane Coffee
A Crowdfunding Simple Agreement for Future Equity (Crowdfunding SAFE) offers you the right to receive Crowdfunding Stock in Octane Coffee. The amount of Crowdfunding Stock you will receive in the future will be determined at the next equity round in which the Company raises at least $1,000,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $20,700,000.00 Valuation Cap or if less, then you will receive a 20.00% discount on the price the new investors are paying. You will receive no interest on your investment. When the maturity date is reached, if the Crowdfunding SAFE has not converted then you are entitled to receive Crowdfunding Stock equal to your investment back at a price per security by dividing the Valuation Cap by the aggregate number of outstanding equity securities of the Company as of immediately prior (on a fully diluted basis).
*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.
Power of Attorney
Investors in this offering will be granting the Company a Power of Attorney (see below) so that the Company may enter into transaction documents related to the Equity Financing (defined below) that triggers the conversion of the SAFE notes. See exhibit F for additional information.
Subscriber, on behalf of itself and any assignee of the Securities, hereby grants a power of attorney to any officer of the Company, with full power of substitution, and authorizes each of them to execute all of the transaction documents related to the Equity Financing (as defined in the Crowdfunding SAFE); provided that such documents are (i) the same documents to be entered into with the purchasers of Equity Securities (as defined in the Crowdfunding SAFE) in such Equity Financing, and provided further, (ii) (ii) have customary exceptions to any drag-along applicable to Subscriber, including (without limitation), limited representations, warranties, liability and indemnification obligations for Subscriber. The power of attorney granted hereunder shall authorize each officer of the Company to execute and deliver any documentation required under this Subscription Agreement on behalf of Subscriber within five business days after providing notice to Subscriber of such documentation. The power of attorney granted pursuant to this Section 6 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Subscription Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until the Securities convert or terminate pursuant to their terms. Subscriber shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 6 hereof, grant or purport to grant any other power of attorney with respect to the Securities, or transfer the Securities to any third party unless such third party agrees to be bound by this power of attorney.
Investment Incentives & Bonuses*
Time-Based Perks
Early Bird Special
Invest within the first 2 weeks, receive an extra 3% on the base discount rate.
Flash Perk 1
Invest $2,500+ between days 35 - 40, receive a 3% total addition to the base discount rate.
Flash Perk 2
Invest $2,500+ between days 60 - 65, receive a 3% total addition to the base discount rate.
Amount Based
Caffeinated Start
Invest $500+ and receive premium branded Jet Tag, 10 free premium drinks (via app credit), Investor updates & early menu previews from the Octane Marketing team.
Daily Jolt
Invest $1,000+ and receive Octane-branded T-Shirt, 20 free premium drinks (via app credit), Investor updates & early menu previews from the Octane Marketing team.
Bean Patron
Invest $5,000+ and receive Octane-branded Jet Tag, T-Shirt, and Yeti Mug, 30 free premium drinks (via app credit), Investor updates & early menu previews from the Octane Marketing team, Quarterly "Robot Report" insider newsletter, 1% addition to the base SAFE discount rate.
Octane Booster
Invest $10,000+ and receive Octane-branded Jet Tag, T-Shirt, and Yeti Mug, 50 free premium drinks (via app credit), Investor updates & early menu previews from the Octane Marketing team, Quarterly "Robot Report" insider newsletter, VIP Status in the Octane App, 2% addition to the base SAFE discount rate.
Octane Founder
Invest $25,000+ and receive Octane-branded Jet Tag, T-Shirt, and Yeti Mug, 75 free premium drinks (via app credit), Investor updates & early menu previews from the Octane Marketing team, Quarterly "Robot Report" insider newsletter, VIP Status in the Octane App, 30-minute private Zoom call with the company's founder and executive team, 3% addition to the base SAFE discount rate.
Ultimate Octane Insider
Invest $100,000+ and receive Octane-branded Jet Tag, T-Shirt, and Yeti Mug, 200 free premium drinks (via app credit), Investor updates & early menu previews from the Octane Marketing team, Quarterly "Robot Report" insider newsletter, VIP Status in the Octane App, VIP robotics tour with the founder to see the inner workings of the café (travel not included), 5% addition to the base SAFE discount rate.
*In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonus shares from perks will not be granted if an investor submits multiple investments that, when combined, meet the perk requirement. All perks occur when the offering is completed.
Crowdfunding investments made through a self-directed IRA cannot receive non-bonus share perks due to tax laws. The Internal Revenue Service (IRS) prohibits self-dealing transactions in which the investor receives an immediate, personal financial gain on investments owned by their retirement account. As a result, an investor must refuse those non-bonus share perks because they would be receiving a benefit from their IRA account.
The 10% StartEngine Venture Club Bonus
Automated Coffee Shop, Inc. will offer a 10% additional discount bonus for all investments that are committed by investors who are eligible for the StartEngine Crowdfunding Inc. Venture Club bonus.
Eligible StartEngine noteholders will receive a 10% bonus discount on the note in this Offering. For example, this would mean your discount percentage would be 30% instead of 20%.
This 10% Bonus is only valid during the investor's eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are canceled or fail. Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and the elapsed time of the offering (if any). Eligible investors will also receive the Venture Club Bonus in addition to the aforementioned bonus.
Irregular Use of Proceeds
Cancel anytime before 48 hours before a rolling close or the offering end date.
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