SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2020 • Waverly Labs Inc • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
POSTING AGREEMENTPosting Agreement • September 17th, 2020 • Waverly Labs Inc • California
[Waverly Labs Inc. ][COMPANY], a [Delaware ][STATE] [C-Corporation ][ENTITY] located at [19 Morris Avenue, Brooklyn, NY 11205 ][ADDRESS] (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its [Common Stock ][SECURITIES], $XXX par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 17th, 2020 • Waverly Labs Inc • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’”) is made and entered into as of June 1, 2016 (the “Effective Date”), by and between G. Andrew Ochoa (the “Executive”) and Waverly Labs Inc., a Delaware corporation (the “Company”) with reference to the following:
VOTING AGREEMENTVoting Agreement • September 17th, 2020 • Waverly Labs Inc • Delaware
This Voting Agreement (this “Agreement”), is made and entered into as of this 16 day of November, 2017, by and among Waverly Labs Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series A Common Stock, par value $0.0001 per share (“Series A Stock”) listed on Schedule A (together with any subsequent transferees who become parties hereto as “Series A Stockholders” pursuant to Subsection 5.1 below, the “Series A Stockholders”), and each holder of the Company’s Series B Common Stock, par value $0.0001 per share (“Series B Stock”) listed on Schedule B (together with any subsequent transferees who become parties hereto as “Series B Stockholders” pursuant to Subsection 5.1 below, the “Series B Stockholders” and together with the Series A Stockholders, the “Stockholders”).
