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THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES 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.

[Company name], LLC

Indie.vc Agreement

THIS CERTIFIES THAT in exchange for the payment by [Investment Entity], Inc. (the “Investor”) of $XXX,XXX.00 (the “Purchase Amount”) on or about May 11, 2015, [Company nane] LLC, a [state] Limited Liability Company (the “Company”), hereby issues to the Investor the right to certain shares of the Company’s capital stock and the right to certain cash payments, subject to the terms set forth below.

  1. Definitions

    “Basic Financial Information” means (1) annual unaudited financial statements for each fiscal year of the Company; and (2) quarterly unaudited financial statements for each fiscal quarter of the Company (except the last quarter of the Company’s fiscal year), in each case prepared in accordance with generally accepted accounting principles and practices, subject to changes resulting from normal year-end audit adjustments.

    “Capital Stock” means membership units or any other form of equity interest used to indicate an ownership interest in the Company.

    “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 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Company’s management committee or board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the Capital Stock of the Company outstanding immediately prior to such transaction or series of related transactions represents, or is converted or exchanged into a majority of the Capital Stock of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.

    “Company Capitalization” means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding this instrument; and (2) all shares of Capital Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

    “Conversion Percentage” has the meaning set forth on Exhibit A hereto.

    “Current Founder Compensation Amount” has the meaning set forth on Exhibit B hereto.

    “Distribution” means the transfer to holders of Capital Stock by reason of their ownership thereof of cash or other property without consideration whether by way of profit distribution or otherwise, or the purchase or redemption of Capital Stock by the Company or its subsidiaries for cash or property other than repurchases of unvested shares of Capital Stock held by service providers upon termination of their service at a price no more than the original issue cost. In addition, and without in any way limiting the foregoing, in the event that the aggregate annual compensation received by a Founder from the Company exceeds 150% of the Current Founder Compensation Amount set forth next to such Founder’s name on Exhibit A hereto without the prior written consent of the Investor, payment of such excess amount shall be treated as a Distribution.

    “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 (excluding a Liquidity Event), whether voluntary or involuntary.

    “Equity Financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Capital Stock at a fixed pre-money valuation for proceeds of at least $500,000.

    “Founder” has the meaning set forth on Exhibit B hereto.

    “Initial Public Offering” means the closing of the Company’s first firm commitment underwritten initial public offering of Common Stock pursuant to a registration statement filed under the Securities Act.

    “Investor Conversion Share Amount” means a number equal to the Conversion Percentage multiplied by either (i) in the event of an Equity Financing, the Company Capitalization, or (ii) in the event of a Liquidity Event, the Liquidity Capitalization.

    “Liquidity Capitalization” means the number, as of immediately prior to the Liquidity Event, of shares of Capital Stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities.

    “Liquidity Event” means a Change of Control or an Initial Public Offering.

    “Liquidity Price” means the price per share paid to stockholders in a Liquidity Event.

    “Next Round Capital Stock” means the type of shares of Capital Stock issued to the investors investing new money in the Company in connection with the initial closing of the Equity Financing.

  2. Conversion

    (a) If there is an Equity Financing before the expiration or termination of this instrument, the Company will automatically issue to the Investor a number of shares of Next Round Capital Stock equal to the Investor Conversion Share Amount. In connection with the issuance of Next Round Capital Stock by the Company to the Investor pursuant to this Section 2(a): (i) The Investor will execute and deliver to the Company all transaction documents related to the Equity Financing; and (ii) The Company shall pay the reasonable fees and expenses, not to exceed $10,000 in the aggregate, of one counsel for the Investor in connection with the Investor’s review, execution and delivery of the Equity Financing documents.

    (b) If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will automatically receive from the Company a number of shares of Capital Stock equal to the Investor Conversion Share Amount.

  3. Cash-Flow Sharing

    (a) Prior to the expiration or termination of this instrument, if at any time the Company, in its sole discretion, makes a Distribution, then the Company shall, as promptly as practicable following the payment of such Distribution, make a payment in cash to the Investor as follows (the “Cash Flow Payment”): (i) the Company shall remit to the Investor an amount equal to the product of the amount of the Distribution multiplied by four (4), until such time as the total Cash Flow Payments equal two times (2X) the Purchase Amount, then (ii) the Company shall remit to the Investor an amount equal to the quotient of the amount of the Distribution divided by four, until such time as the total Cash Flow Payments equal five times (5X) the Purchase Amount; at which time the Company shall have no further obligation to make Cash Flow Payments to the Investor hereunder.

    (b) In the event the Distribution is made other than in cash, then the cash value of such Distribution shall be determined in good faith by the Company and the Investor and the Company shall pay the Cash Flow Payment to the Investor in cash in accordance with Section 3(a)(i) or (ii) above, as applicable.

    (c) This Section 3 shall in no way obligate the Company to make a Distribution.

  4. Participation Right

    (a) The Investor has the right of first refusal to purchase its Pro Rata Share (as defined below) of all (or any part) of any New Securities (as defined in Section 4(b) below) that the Company may from time to time issue after the date of this Agreement, provided, however, the Investor shall have no right to purchase any such New Securities if the Investor cannot demonstrate to the Company’s reasonable satisfaction that the Investor is at the time of the proposed issuance of such New Securities an “accredited investor” as such term is defined in Regulation D under the Securities Act. The Investor’s “Pro Rata Share” for purposes of this right of first refusal is the Conversion Percentage multiplied by the number of New Securities being issued by the Company.

    (b) “New Securities” shall mean any Capital Stock of the Company issued in connection with an Equity Financing.

    (c) In the event that the Company proposes to undertake an issuance of New Securities, it shall give to the Investor a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 9(b). The Investor shall have ten (10) days from the date such Notice is effective, as determined pursuant to Section 9(b) based upon the manner or method of notice, to agree in writing to purchase its Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed the Investor’s Pro Rata Share).

  5. Financial Information

    The Company will provide the Investor with Basic Financial Information upon request.

  6. Company Representations

    (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization, 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 instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is 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 articles of organization or operating agreement, (ii) any material statute, rule or 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 instrument 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 instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 2.

    (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.

  7. Investor Representations

    (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes 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 an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are 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 instrument and the securities to be acquired by the Investor hereunder 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 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.

  8. 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 instrument) upon the issuance of stock to the Investor pursuant to Section 2(a) or Section 2(b); provided that the Company’s obligations pursuant to Section 4 shall continue until the Company completes a Liquidity Event.

  9. Miscellaneous

    (a) Any provision of this instrument 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 instrument will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.

    (c) In the event any one or more of the provisions of this instrument 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 instrument operate or would prospectively operate to invalidate this instrument, 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 instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

    (d) 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) It is the intention of the parties that this security be treated as equity and not debt for tax purposes.

(Signature page follows)

IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered.

[company name], Inc.:

By:        _______________________________________
Address:   _______________________________________​
Email:​     _______________________________________

INVESTOR:

Indie.vc I, LLC
By:​         _______________________________________
Name:​       _______________________________________
Title:​      _______________________________________
Address:​    _______________________________________
Email:      _______________________________________​

​Signature Page to Indie.vc Agreement

EXHIBIT A

Conversion Percentage

Conversion Percentage is equal to [percentage], provided however, if on or before the fourth anniversary of the date of this agreement ( i.e. [date] ) Investor has received aggregate Cash Flow Payments pursuant to Section 3 in an amount equal to five times the Purchase Amount, then as of such date the Conversion Percentage shall be equal to [half of percentage].

EXHIBIT B

Current Founder Compensation Amounts

The “Founders” and the “Current Founder Compensation Amount” are as follows:

“Founder” “Current Founder Compensation Amount”

$

$

$