The Data Room
Twelve documents.
Counsel-reviewed templates that govern the round and the organizer program. Each summary names the audience and the exact role of the document. The .docx file downloads directly.
- Document01
Cover Memo from Inside Counsel
For attorneys, CPAs and CFPs considering an organizing engagement
Plain-English memo from Rosario K. Sorrentino, Esq., explaining the two-track compensation: (1) cash legal fees the limited partnership pays you for real legal work, and (2) restricted common stock the company grants you for services rendered to the company. Lays out the standard 75,000-share grant per LP, the $1.00/share buyback at Series A, and the explicit fact that equity is upside — not guaranteed payment.
Audience · Organizing professional
- Document02
Board Consent & Resolutions
Action by unanimous written consent of the Board
Authorizes 35,000,000 shares of common stock at $0.0001 par; restricted-stock grants to founders, officers and directors; the Equity Compensation Plan; the 500,000-share outside-professional pool with the $1.00/share company buyback right; and the $1.5M–$3M SAFE offering at a $10M post-money cap under Rule 506(b).
Audience · Board / counsel
- Document03
Equity Compensation Plan
Plan & philosophy governing all equity grants
The single framework for every grant. Capital structure, insider allocation at founding (9.15M shares = 26.1%), reserved pools (outside-professional 500K, options 3M, SAFE conversion 3.5M, Series A 8.75M, growth round 7M, strategic reserve 2.1M), and the governing principles for outside-professional equity.
Audience · Board / grantees
- Document04
Restricted Stock Purchase Agreement
Template for founder, officer, and director grants
Standard restricted-stock purchase contract. Shares sold at par; 4-year vesting with a 1-year cliff (reverse-vesting for founders); company repurchase right on unvested shares at original cost on termination; 83(b) recommended within 30 days.
Audience · Grantees
- Document05
83(b) Election Form & Instructions
Tax election filed within 30 days of grant
Why it matters, how to file by certified mail to the IRS within 30 days, and the form itself. Because shares are purchased at par ($0.0001), the taxable amount at grant is effectively zero — but missing the 30-day window can convert ordinary income at much higher values as shares vest.
Audience · Every grantee
- Document06
Outside Professional Engagement — Company
Equity for legal/professional services rendered to the Company
Track-two contract. 75,000 restricted shares per LP organized (max 5 = 375,000 shares) at par. Vests upon completion of structuring services. Company option to repurchase at $1.00/share at Series A, paid from Series A proceeds. Explicit: not transaction-based compensation, not broker-dealer activity.
Audience · Organizing professional
- Document07
Outside Professional Engagement — LP
Cash fees for legal/professional services rendered to the Partnership
Track-one contract. The LP is your client. You bill it — at your normal rates — for formation, drafting the LPA, subscription docs, accredited-investor verification, and ongoing administration. Cash, not contingent on capital raised. CPAs and CFPs have analogous scopes.
Audience · Organizing professional
- Document08
Conflict Waiver & Disclosure
Disclosure and waiver of multiple-engagement conflict
Required when one professional serves both the Company and the LP. Discloses the equity interest, the LP fee relationship, and the right to independent counsel. Each party signs informed consent; consent is withdrawable on written notice.
Audience · Company, LP, professional
- Document09
SAFE Subscription Agreement
What each accredited investor signs to subscribe
Investor representations, AML/KYC, and funding mechanics. Post-money SAFE, valuation-cap-only (MFN), $10M post-money cap. Minimum $25,000 per individual, $100,000 per LP vehicle (Company may accept less).
Audience · Accredited investor
- Document10
Accredited Investor Questionnaire
Rule 506(b) verification — confidential
Checklist for individual accreditation (net worth, income, qualifying licenses) and entity accreditation (assets, all-accredited owners, qualifying institutions, qualifying trusts), plus the Company's verification method.
Audience · Accredited investor
- Document11
YC Post-Money SAFE
Post-money · valuation-cap only · MFN variant
The instrument itself. Standard YC post-money SAFE form — automatic conversion at the next equity financing using the $10M cap, MFN if the Company later issues better terms, liquidity-event optionality, dissolution preference. Conform to current YC form under counsel.
Audience · Accredited investor
- Document12
Wire Instructions & Closing Checklist
Operational steps from signature to funding
Seven-step closing sequence — memo review, subscription + questionnaire, Company acceptance, countersigned SAFE, wire, segregated account, Form D filing within 15 days of final close. Wire fields are completed at counter-signing and verified by phone to prevent fraud.
Audience · Investor / Company ops
Note on use
These are templates, not signed agreements.
Every document in this package is a draft for review with qualified securities counsel. Bracketed fields require completion. Wire instructions in Document 12 are completed at counter-signing and verified by phone — do not transmit account details except through a secured channel.