TERM SHEET — ZEDCRIT

Pre-Seed SAFE | Confidential

1. THE PARTIES

Element Detail
Company Zedcrit Inc. (Delaware C-Corp, to be formed)
Founders Adrian Danet (CEO), Alina Danet (CFO), Adrian-Ilie Oprișor (CTO)
Lead Investor [Angel Investor Name]
Co-Investors [Additional Angel Investors]
Date [Date of Execution]

2. SUMMARY OF TERMS

Element Term
Instrument SAFE (Simple Agreement for Future Equity)
Amount Raised $500,000 (Five Hundred Thousand USD)
Valuation Cap $5,000,000 (Post-Money)
Implied Pre-Money Valuation $4,500,000
Ownership to Investors 10.0% (automatic conversion if no future round)
Minimum Investment $25,000 (or such lower amount at Company’s discretion)

3. CAPITALIZATION TABLE (POST-CLOSE)

Shareholder Shares % Ownership
Founders (Adrian Danet) [TBD] 28.0%
Founders (Alina Danet) [TBD] 28.0%
Founders (Adrian-Ilie Oprișor) [TBD] 24.0%
Founders Pool (Subtotal) [TBD] [80.0%]
ESOP Pool (10% of post-money) [TBD] 10.0%
Investors (this round) [TBD] 10.0%
TOTAL [TBD] 100.0%

Note: 80% founders, 10% ESOP, 10% investors = 100% post-money.

4. USE OF FUNDS — FULLY ALIGNED WITH FINANCIAL MODEL

4.1 Summary Allocation

Category Amount % of Total Per Client (85 units)
Research & Development $180,000 36.0% $2,117
Hardware Procurement $76,000 15.2% $894
Customer Acquisition (CAC) $68,000 13.6% $800
Operations & Fixed Costs $80,000 16.0% $941
Legal & IP Protection $50,000 10.0% $588
Buffer & Contingency $46,000 9.2% $541
TOTAL $500,000 100.0% $5,882

4.2 Detailed Breakdown

A. Research & Development — $180,000 (36%)

Poziție Cost Lunar 12 Luni Descriere
UI/UX Developer $5,000 $60,000 Dashboard, React interface, user experience design
Full-Stack Developer $6,000 $72,000 Backend API, ClickHouse, Polars, WebSocket integration
DevOps / Infrastructure $2,000 $24,000 Docker, K3s, VPN (NetBirds), monitoring, security
Cloud & Tools $1,000 $12,000 AWS/DigitalOcean, GitHub, CI/CD, software licenses
Hardware Testing & QA $1,000 $12,000 Burn-in units, testing, quality assurance
TOTAL $15,000 $180,000

Deliverables: - ✅ Fully functional Zedcrit Terminal OS - ✅ Schwab WebSocket integration (live data) - ✅ IBKR API integration (Phase 1) - ✅ HMM Regime Detection + GEX Analytics + Forces Synthesis - ✅ React dashboard with 40-force visualization - ✅ 2D Phase Space Vector (Statistical Implied Vector) - ✅ Nuitka compilation + TPM 2.0 hardware binding

B. Hardware Procurement — $76,000 (15.2%)

Element Core ($799) Pro ($1,499) Blended
Mix 70% (60 units) 30% (25 units) 100% (85 units)
Cost per unit $750 $1,100 $850
Subtotal $45,000 $27,500 $72,500
Shipping (per unit) $25 $25 $2,125
RMA Buffer (2%) — — $1,450
TOTAL PROCUREMENT $76,075

Specifications:

Component Zedcrit Core Zedcrit Pro
Processor Intel N100 Intel Core i5 / AMD Ryzen 5
RAM 16 GB DDR5 32 GB DDR5
Storage 256 GB NVMe 1 TB NVMe
Encryption LUKS + TPM 2.0 LUKS + TPM 2.0
Cooling Passive (silent) Active (ultra-silent)
Display Turing Smart Screen Turing Smart Screen

Unit Economics Verification:

Metric Value
Blended ASP $1,013
Blended COGS $850
Hardware Gross Margin ~47%
Total Hardware Revenue (85 units) $86,105
Total Hardware COGS $72,500
Hardware Gross Profit $13,605

C. Customer Acquisition (CAC) — $68,000 (13.6%)

Poziție Alocare Descriere
Influencer Partnerships $25,000 5–10 trading influencers (YouTube, Twitter/X, Discord)
Paid Advertising (Testing) $15,000 Facebook, Reddit, X ads — CAC validation
Content & Community $10,000 “Zero Day Spartan” eBook, newsletter, Discord community
Affiliate & Referral $8,000 Bonuses for existing customers referring new ones
Landing Page & Funnel $5,000 Conversion optimization, A/B testing
Analytics & Attribution $5,000 Tracking pixels, attribution modeling
TOTAL $68,000

CAC Verification:

Metric Value
Total Marketing Budget $68,000
Target Customers (Year 1) 85
Blended CAC $800
LTV (20 months, blended) $4,283
LTV/CAC Ratio 5.4 : 1

Scenario Analysis:

Scenario CAC Customers Acquired with $68K LTV/CAC
Optimistic $450 151 9.5 : 1
Realistic $800 85 5.4 : 1
Pessimistic $1,200 57 3.6 : 1

Note: Even in pessimistic scenario, LTV/CAC remains healthy at 3.6:1.

D. Operations & Fixed Costs — $80,000 (16.0%)

Poziție Cost Lunar 12 Luni Descriere
Cloud Infrastructure $1,500 $18,000 AWS/DigitalOcean, VPN infrastructure
Customer Support $1,500 $18,000 Tier-1 technical support (outsourced)
Bookkeeping & Accounting $1,000 $12,000 Monthly bookkeeping, tax filings
Insurance $500 $6,000 D&O, E&O, general liability
Software Subscriptions $500 $6,000 GitHub, Slack, Notion, etc.
Miscellaneous Ops $1,667 $20,000 Office, travel, banking, contingency
TOTAL $6,667 $80,000

Operational Scale:

Metric Value
Monthly Burn (incl. all costs) ~$20,800
Monthly Burn (excl. one-time) ~$15,000
Runway (with revenue offset) 15–18 months
Break-Even Point Month 18 (~150 active clients)
Poziție Alocare Descriere
Delaware C-Corp Formation $8,000 Incorporation, registered agent, bylaws
IP Assignment Agreements $5,000 Founders’ IP assignment, contractor agreements
EULA & Terms of Service $7,000 End-User License Agreement, Terms of Service
OPRA Compliance $10,000 Legal review for BYOD data model
Trademark Registration $6,000 “Zedcrit” trademark (USPTO)
409A Valuation $4,000 ESOP pricing, fair market value
Investor Documents $5,000 Stock Purchase Agreement, Investors’ Rights Agreement
Miscellaneous Legal $5,000 NDA, employment agreements, etc.
TOTAL $50,000

IP Protection Strategy:

Asset Protection Method Status
HMM Regime Detection Trade Secret + TPM 2.0 Protected
Forces Synthesis Engine Trade Secret + TPM 2.0 Protected
Kalman Filter Implementation Trade Secret + TPM 2.0 Protected
Python Source Code Copyright + Nuitka Compilation Protected
Brand / Trademarks Trademark Registration (USPTO) In Progress

F. Buffer & Contingency — $46,000 (9.2%)

Poziție Alocare Descriere
Hardware RMA Reserve $10,000 Replacement units (2% failure rate)
Supply Chain Buffer $10,000 Cover price increases, shipping delays
Legal Overruns $10,000 Unforeseen legal expenses
Marketing Overruns $8,000 Unforeseen marketing opportunities
General Contingency $8,000 Unexpected costs
TOTAL $46,000

Note: This buffer represents 9.2% of total funds, providing a significant safety margin. If unutilized, it rolls into future R&D or marketing.

5. FINANCIAL PROJECTIONS ALIGNMENT

5.1 5-Year P&L Summary (Abridged)

Metric Year 1 Year 2 Year 3 Year 4 Year 5
New Units Sold 85 235 580 890 1,190
Active Clients (EoY) 65 213 557 990 1,460
Hardware Revenue $86,115 $236,765 $605,520 $947,710 $1,284,010
ARR (EoY) $116,220 $380,840 $995,920 $1,770,120 $2,610,480
Total Revenue $221,445 $680,227 $1,754,614 $3,008,890 $4,323,730
EBITDA −$8,705 $193,477 $642,214 $1,021,590 $1,685,630
EBITDA Margin −4% 28% 37% 34% 39%

5.2 Unit Economics

Metric Value Calculation
Blended ASP $1,013 (70% × $799) + (30% × $1,499)
Blended Hardware COGS $850 Per unit procurement cost
Hardware Gross Margin ~47% ($1,013 - $850) / $1,013
Monthly Subscription $149
Annual Subscription $1,788
LTV (Core, 20 months) $4,073 $799 + ($149 × 20)
LTV (Pro, 20 months) $4,773 $1,499 + ($149 × 20)
Blended LTV $4,283 70% Core + 30% Pro
CAC (Realistic) $800
LTV/CAC Ratio 5.4 : 1 $4,283 / $800

5.3 Break-Even Analysis

Metric Value
Monthly Fixed Costs ~$15,000
Contribution per Client (Monthly) ~$149 (subscription) + hardware margin
Break-Even Clients ~150 active subscriptions
Break-Even Timeline Month 18 (Year 2)

5.4 Exit Scenarios

Scenario Year 5 Clients Year 5 EBITDA Exit Valuation (10-15x) Investor ROI (~7% after dilution)
Conservative 1,460 $1.68M $16.8M–$25.2M 2.4x–3.5x
Upside 3,500+ $3.8M+ $38M–$76M 5.3x–10.6x
Worst Case 500 $350K $3.5M–$5.0M 0.5x–0.7x

Key Insight: Even in worst case, downside is protected. Investors’ capital is deployed in milestone-based tranches (optional) or fully protected by 1x liquidation preference.

6. INVESTOR RIGHTS & PREFERENCES

6.1 Liquidation Preference

Term Detail
Preference 1x non-participating
Mechanism On a Liquidation Event, Investors shall receive, in preference to Common Stockholders, an amount equal to the greater of: (a) 1.0× the Original Purchase Price, OR (b) the amount they would receive on an as-converted basis

Translation: Investors get their money back FIRST (1×), or they can convert to common stock and take their pro-rata share of the exit proceeds — whichever is HIGHER. They do NOT get both (non-participating).

6.2 Anti-Dilution Protection

Term Detail
Type Broad-Based Weighted Average
Scope Protects against down-rounds only

Translation: If we raise money at a LOWER valuation in the future, investors get additional shares to maintain their ownership percentage. Standard protection, not aggressive.

6.3 Conversion Rights

Term Detail
Qualified Financing Automatic conversion into Preferred Stock upon a qualified equity financing
Automatic Conversion If no qualified financing occurs prior to a Liquidation Event or IPO, SAFE automatically converts into Common Stock representing exactly 10.0% of the fully diluted capitalization (equivalent to a $5M post-money cap)

7. BOARD & GOVERNANCE

7.1 Board Composition

Element Detail
Board Size 3 members
Founders’ Seats 2 seats (Adrian Danet + one other founder)
Investor Seat 1 seat (Lead Investor, or designee)
Chairperson Adrian Danet (CEO)

7.2 Protective Provisions (Veto Rights)

The following actions require approval of >66% of Preferred Stockholders (voting as a single class):

Note: You retain full operational control. Investors only get veto over MAJOR structural decisions.

7.3 Information Rights

Element Detail
Monthly Income Statement, Balance Sheet, Cash Flow Statement, Key Metrics (units sold, MRR, churn, CAC)
Quarterly Management Report, KPIs, Cash Runway, Board presentation
Annual Audited Financial Statements (if >$1M revenue)
Board Access Investors can attend board meetings as observers

8. FOUNDER RESTRICTIONS

8.1 Vesting Schedule

Element Detail
Standard Vesting 4-year vesting, 1-year cliff
Cliff 25% of shares vest after 12 months
Monthly Vesting Remaining 75% vest in 36 equal monthly installments
Acceleration Single-trigger acceleration on Change of Control (50% of unvested shares)

Translation: Founders earn their shares over 4 years. If you leave before 12 months, you get nothing (cliff protects the company). If the company is sold, 50% of unvested shares vest immediately.

8.2 Founder Responsibilities

9. IP & INVENTIONS

9.1 IP Ownership

Element Detail
Assignment All founders have executed IP Assignment Agreements
Existing IP All pre-existing IP is assigned to the Company
Third-Party IP No material third-party IP is used without proper license

9.2 Confidentiality

10. MILESTONES (FOR FOUNDERS & INVESTORS)

Milestone Target Timeline
1. Legal Formation Delaware C-Corp, IP assignment, ESOP setup Month 1
2. Prototype Deployment 10 units live, Schwab API integration Month 3
3. First Commercial Shipment 20 units sold to paying customers Month 6
4. 50 Units Sold Half of Year 1 target Month 9
5. 85 Units Sold Year 1 target reached Month 12
6. $10K+ MRR Subscription revenue milestone Month 12
7. Break-Even (EBITDA > $0) ~150 active clients Month 18
8. 235 New Units Year 2 target Month 24
9. $500K+ ARR Recurring revenue milestone Month 24

Milestone-Based Tranche Structure (Optional)

If investors prefer milestone-based deployment:

Tranche Amount Milestone
Tranche 1 $200,000 Legal formation + prototype deployment (Month 1)
Tranche 2 $150,000 20 units shipped + first paying customers (Month 6)
Tranche 3 $150,000 50 units sold + $5K MRR (Month 9)

Note: This is OPTIONAL. The default is a single closing of $500,000.

11.1 Governing Law

Element Detail
Jurisdiction Delaware (Company domicile)
Dispute Resolution Arbitration in Delaware, JAMS rules
Fees Prevailing party entitled to legal fees

11.2 Closing Conditions

11.3 Expenses

Element Detail
Company Legal Fees Paid by the Company (estimated $8,000–$12,000)
Investor Legal Fees Paid by each investor individually
Due Diligence Costs Paid by the Company (estimated $3,000–$5,000)

12. CONFIDENTIALITY & NON-BINDING NATURE

Element Detail
Confidentiality This Term Sheet is confidential and intended solely for the recipient
Non-Binding This Term Sheet is a non-binding expression of interest and does not constitute an offer, commitment, or legally binding agreement
Binding Obligations Only the confidentiality, governing law, and non-solicitation provisions shall be binding
Expiration This Term Sheet expires 30 days from the date of issuance unless extended in writing

13. SIGNATURE BLOCK

FOR THE COMPANY:

Adrian Danet — CEO, Zedcrit Inc. Date: ___________________

Alina Danet — CFO, Zedcrit Inc. Date: ___________________

Adrian-Ilie Oprișor — CTO, Zedcrit Inc. Date: ___________________

FOR THE INVESTORS:

Lead Investor Date: ___________________

Co-Investor Date: ___________________

14. APPENDIX — KEY TERMS & DEFINITIONS

Term Definition
Change of Control A merger, acquisition, or sale of substantially all assets of the Company
Liquidation Event Any transaction that results in a distribution to stockholders (sale, merger, dissolution, etc.)
Qualified IPO A firm-commitment underwritten public offering of Common Stock with a pre-money valuation of at least $50M
Valuation Cap The maximum valuation at which the SAFE converts into equity ($5,000,000 Post-Money)
Fully Diluted All outstanding shares + all options, warrants, and convertible securities
ESOP Employee Stock Option Plan (10% of post-money)
CAC Customer Acquisition Cost — the cost to acquire one paying customer
LTV Lifetime Value — total revenue expected from a single customer (20 months)
ARR Annual Recurring Revenue — annualized software subscription revenue
BYOD Bring Your Own Data — client uses their own API key; no data distribution liability
TPM 2.0 Trusted Platform Module — hardware security chip; makes IP extraction infeasible

15. APPENDIX — KEY METRICS SUMMARY

Metric Value
Round Size $500,000
Pre-Money $4,500,000
Post-Money $5,000,000
Investor Ownership 10.0%
ESOP Pool 10.0%
Founders’ Pool 80.0%
Year 1 Units 85
Blended ASP $1,013
Blended HW COGS $850
Hardware Gross Margin ~47%
Monthly Subscription $149
Blended LTV (20 mo) $4,283
Realistic CAC $800
LTV/CAC Ratio 5.4 : 1
Break-Even Month 18 (~150 clients)
Year 5 EBITDA $1.68M
Exit Valuation (10-15x) $16.8M–$25.2M
Investor ROI (Base) 2.4x–3.5x
Investor ROI (Upside) 5.3x–10.6x

⚠️ FINAL DISCLAIMER

This Term Sheet is a non-binding expression of interest and does not constitute an offer, commitment, or legally binding agreement. Any binding agreement will be subject to the execution of definitive documents (Stock Purchase Agreement, Certificate of Incorporation, Investor Rights Agreement, etc.). This Term Sheet is intended solely for discussion purposes and is confidential. The Company reserves the right to negotiate, modify, or terminate this Term Sheet at any time without prior notice.