Acme Robotics, Inc. — Series B Preferred Tranche · Draft v3.7
THIS CERTIFIES THAT in exchange for the payment by Akira Kobayashi, on behalf of Acme K.K. (Tokyo) (the "Investor") of USD 4,000,000.00 (the "Purchase Amount") on or about May 22, 2026, Acme Robotics, Inc., a Delaware corporation (the "Company"), issues to the Investor the right to certain shares of the Company's capital stock, subject to the terms set forth below.
(a) Equity Financing. If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the Conversion Price.
(b) Liquidity Event. If there is a Liquidity Event before the termination of this Safe, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount or (ii) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price.
"Valuation Cap" means USD 80,000,000 USD 92,000,000, on a post-money basis, applicable on conversion of this Safe.
"Discount Rate" means 85% — i.e., a 15% discount to the price per share of the Standard Preferred Stock sold in the Equity Financing.
"Conversion Price" means either: (a) the Safe Price; or (b) the Discount Price, whichever results in a greater number of shares of Safe Preferred Stock for the Investor.
If the Company issues any Subsequent Convertible Securities prior to the termination of this Safe, the Company will promptly provide the Investor with written notice thereof, together with a copy of all documentation relating to such Subsequent Convertible Securities and, upon written request of the Investor, any additional information related to such Subsequent Convertible Securities as may be reasonably requested.
The Investor shall have the right to purchase its pro rata share of Equity Securities sold by the Company in the next Equity Financing, subject to the conditions set forth in a separate Pro-Rata Rights Agreement to be entered into by the parties upon conversion of this Safe.
If there is a Dissolution Event before this Safe terminates, the Company will pay an amount equal to the Purchase Amount to the Investor, due and payable immediately prior to, or concurrent with, the consummation of the Dissolution Event.