Xory Co. - A Wyoming Corporation
Artificial Intelligence and Robotics Engineering Company
For every dollar invested, the Company pledges equivalent value in proprietary, pre-launch crypto as collateral. These tokens are not asset-backed, unlaunched, and carry inherent risks including uncertain marketability and liquidity. The collateral remains Company property and transfers only if investor returns fall below 3X original investment. If returns meet or exceed 3X, pledged crypto remains with Company. This arrangement has no expiration and may extend indefinitely.
Preferred Stock includes standard broad-based weighted average anti-dilution protection, rights of first refusal and co-sale on founder stock transfers, registration rights, and pro-rata participation rights, as specified in Company bylaws and shareholder agreements.
Three business categories protect all stakeholders: Core AI companies valued at $90 million focus on developing advanced AI technologies. Crypto and finance companies valued at $10 billion manage proprietary pre-launch crypto assets (fixed token supply) and provide AI business backing. Nonprofit companies valued at $5 million handle R&D and services driving innovation. Combined valuation: approximately $10.095 billion.
In liquidation or sale of substantially all Company assets, Preferred Stockholders receive 1X non-participating liquidation preference - amount equal to original purchase price per Preferred Stock share, prior to any Common Stockholder distribution.
Preferred Stock carries 6% non-cumulative dividend, payable at Board discretion when declared, without accumulation if unpaid in any year.
Preferred Stock automatically converts to Common Stock upon IPO or Preferred Majority approval. Initial 1:1 conversion ratio, subject to adjustment for stock splits, dividends, and broad-based weighted-average anti-dilution protection.
Preferred Majority approval required for: amending Preferred Stock rights, altering authorized share capital, creating senior/pari passu securities, repurchasing shares (except termination-related), declaring dividends, changing director numbers, or initiating liquidation/Company Sale. All other matters: Preferred Stock votes with Common Stock on as-converted basis.
In Board-approved Company Sale with Preferred and Common Majority approval, all stockholders must vote favorably and take necessary actions. Non-compliant stockholders grant limited proxy to Company for essential documents. Proxy coupled with interest, terminates upon sale completion, complies with state law.
One board seat per investment representing minimum 5% of total Company valuation (including crypto). Based on $10.095 billion combined valuation, minimum $500 million investment qualifies for director appointment, subject to governing documents.
All employees and founders subject to 4-5 year vesting schedule with 1-year cliff, followed by monthly vesting, per respective equity agreements.
Lead Investment Firm owns approximately 5.26% via 399,726 Preferred Shares at $12.51 USD each. Series Seed security code "AID-5179". Investment funds exclusively for working capital: AI product development, enhancement, and commercialization.
Equity securities require prior written Company consent for transfer, sale, or assignment. Violations are null and void. Company may impose stop-transfer instructions up to 180 business days (longer if required by Managing Underwriter). Written notification provided promptly.
Company may offer discretionary equity repurchase requiring mutual written consent. Pricing at fair market value determined by mutually-selected independent third-party valuation firm. Valuation costs shared equally unless otherwise agreed.
Each party bears own due diligence costs. No transaction obligation until definitive agreement execution, regardless of due diligence scope or outcome.
Both parties maintain strict confidentiality regarding agreement terms. No third-party disclosure without prior written consent, except as legally required or Board majority-approved.
Agreement expires automatically if both parties fail to execute and deliver agreement plus required supporting documents within 90 days of effective date. Upon expiration, no further obligations exist. Either party may terminate prior to definitive written agreement execution.