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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SORAE, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
Sorae, Inc.[Company Name], a corporation organized and existing under the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),
DOES HEREBY CERTIFY:
FIRST: The name of this corporation is Sorae, Inc.[Company Name] (the “Company”). The original Certificate of Incorporation was filed with the Secretary of State on January 15, 2024[Date].
SECOND: The Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers to solicit the consent of the stockholders therefor.
THIRD: The total number of shares of all classes of stock which the Company shall have authority to issue is 15,000,000[___] shares, consisting of 10,000,000[___] shares of Common Stock, $0.0001 par value per share, and 5,000,000[___] shares of Preferred Stock, $0.0001 par value per share.
AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 1, 2026[Date], by and among Sorae, Inc.[Company Name], a Delaware corporation (the “Company”), and the Investors listed on Exhibit A (the “Investors”), and the Key Holders listed on Exhibit B.
RECITALS
A. The Company and the Investors are parties to that certain Series Seed Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”).
B. The Existing Investors hold shares of Series Seed Preferred Stock and possess registration rights and information rights pursuant to a The Company and certain of the Investors previously entered into an Investors’ Rights Agreement dated March 12, 2024[Date] (the “Prior Agreement”).
C. In connection with the Purchase Agreement, the parties desire to amend and restate the Prior Agreement in order to provide the Investors with certain rights as set forth below.
AMENDED AND RESTATED
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of February 1, 2026[Date], by and among Sorae, Inc.[Company Name], a Delaware corporation (the “Company”), the Investors (as defined below) and the Key Holders (as defined below)each listed on the schedules hereto.
RECITALS
A. Each Key Holder is the beneficial owner of shares of Common Stock of the Company and/or options to purchase shares of Common Stock.
B. The Company, certain Key Holders and certain Investors previously entered into that certain Right of First Refusal and Co-Sale Agreement dated March 12, 2024 (the “Prior Agreement”).
C. The Company, the Investors and the Key Holders desire to enter into this Agreement to provide the Investors with a right of first refusal and a co-sale right on transfers by the Key Holders and to provide certain rights to the Investors amend and restate the Prior Agreement in its entirety.
SERIES SEED PREFERRED STOCK
PURCHASE AGREEMENT
THIS SERIES SEED PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 1, 2026[Date], by and among Sorae, Inc.[Company Name], a Delaware corporation (the “Company”), and the investors listed on Exhibit A (each a “Purchaser” and together the “Purchasers”).
The parties hereby agree as follows:
1. Purchase and Sale of Preferred Stock.
1.1 Sale and Issuance. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the applicable Closing, and the Company agrees to sell and issue to each Purchaser, that number of shares of Series Seed Preferred Stock, $0.0001$[___] par value per share (the “Shares”), set forth opposite such Purchaser’s name on Exhibit A, at a purchase price of $1.00 per share.
1.2 Closing; Delivery. The initial closing (the “Initial Closing”) of the purchase and saleThe purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures at the offices of Company Counsel on the date hereof of the Shares shall take place remotely, or at such other time and place as the Company and the Purchasers holding a majority of the Shares mutually agree (the “Closing”).
AMENDED AND RESTATED
VOTING AGREEMENT
THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of February 1, 2026[Date], by and among Sorae, Inc.[Company Name], a Delaware corporation (the “Company”), the Investors (as defined below), the Key Holders (as defined below), and other Stockholders (as defined below) and the other stockholders, each as listed on the schedules hereto.
RECITALS
A. The Existing Investors and certain Key Holders previously entered into that certain Voting Agreement dated March 12, 2024 (the “Prior Agreement”).Certain Investors hold shares of Series Seed Preferred Stock.
B. The Company and certain of the Purchasers Investors are parties to the Purchase Agreement, pursuant to which the Company desires to sell shares of Series Seed Preferred Stock.
C. In order to induce the Company to enter into the Purchase Agreement and to induce the Purchasers to invest in the Company, the parties desire to enter into this Agreement to amend and restate the Prior Agreement and to provide for certain voting arrangements with respect to the Company as set forth herein.
3.8 Intellectual Property.
(a) The Company exclusively owns all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, and other intellectual property rights (collectively, “IP Rights”) necessary for the conduct of its business as now conducted and as presently proposed to be conducted.
(b) To the actual knowledge of the Company’s officers knowledge of the Company’s officers and key employees, no product or service sold or offered by the Company infringes any IP Rights of any third party. The Company has not received any written notice of any claim of infringement.
(c) Each current and former employee and consultant of the Company has executed a Confidential Information and Invention Assignment Agreement substantially in the form approved by the Board in a form reasonably acceptable to the Investors.
(d) No current or former employee, officer, or consultant of the Company is in material violation of any term of any employment contract, proprietary information agreement, or any other agreement relating to the right of such person to be employed by, or to contract with, the Company.
(e) The Company has taken commercially reasonable steps to protect its trade secrets and confidential information. No trade secret or key confidential information of the Company has been disclosed to any third party other than under a written confidentiality agreement.
These Disclosure Schedules (these “Schedules”) are delivered by Sorae, Inc., a Delaware corporation (the “Company”), in connection with the Series Seed Preferred Stock Purchase Agreement dated February 1, 2026 (the “Agreement”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.
The inclusion of any information herein shall not be deemed an admission that such information is material to the Company. All section references correspond to the representations and warranties in Article III of the Agreement.
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Everything you need to know about Rainmaker
Rainmaker currently supports M&A (including mergers, stock purchases and asset purchases) and VC financing transactions. If you have other use cases that could benefit from using the platform, please contact us.
Yes! You only need to configure the represented party once at the start of the deal, and the system will automatically make all the appropriate considerations throughout the deal.
Rainmaker tracks differing deal terms across various critical parameters, automatically searches for relevant examples from other deals, and makes the appropriate adjustments.
You can configure your leverage level to adjust how aggressively the AI reviews terms
Not at all, you can use Rainmaker regardless of how your counterparty works. All work products can be exported and sent via email. If both sides use Rainmaker, it will make your life even easier.
Absolutely, you can manage as many deals as you'd like, and easily toggle between them and track their progress
Yes! The more you use Rainmaker, the better it becomes. Rainmaker automatically connects to your precedents and past choices and integrates this information into the review process.
No, your firm's data is kept under strict confidence and will only be used to improve performance for your firm's usage.
Rainmaker includes per-deal privacy settings and role-based access controls, so you can limit access to attorneys working on the deal and configure different access levels for different team members.
Rainmaker is model-agnostic, and works with models from the leading providers (Anthropic, Google, OpenAI)
Easy, just upload the LOI or term sheet, fill in a few details, choose your team members, and you're good to go
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