LET'S CONFIRM YOUR SEAT!

Based on your traction, our Admissions team has awarded you a custom term sheet to join our Incubator Program for our upcoming cohort.

Note that we need to confirm your seat as soon as possible to start your onboarding process, assign mentors, and setup your account before your cohort launch.

WHAT YOU'RE GETTING IN THE PROGRAM

  • 14-Week Startup Incubator

    14 weeks of CEO and startup training, mentorship, and coaching from serial exited entrepreneurs, veteran angel investors, and venture capitalists.

  • 100% Ownership & Equity-Free

    Retain full ownership and control of your company because all of our accelerator programs are equity-free and built with a “founder-first” mentality.

  • 100% Online & Remote Accelerator

    No need to pack your family up and move across the country – you can complete the entire program remote and online from anywhere in the world.

  • Expert Advisors & Mentors

    “Battle-tested” resources, advisors, and mentors to help grow your traction, hire the right talent, raise your investment round, and scale your startup to success.

  • Experienced CEO Community

    An online community of like-minded founders, entrepreneurs, and CEOs in every major city around the globe to learn from, partner with, and build your network.

  • Founder Accountability Group

    1-1 Advisory and group masterminds with complementary entrepreneurs each month to provide accountability to help you accomplish your goals.

  • $250,000+ in Credits & Discounts

    Receive access to $250,000+ in credits and discounts from our partner network – message your advisor for specific program requirements.

  • Fund Access

    Opportunity to receive pre-seed capital from our General Partners.

  • Accelerator Guarantee

    Prioritized access to the Newchip Accelerator, which includes a guaranteed term sheet.

REQUIREMENTS TO RSVP YOUR SEAT

1. a Warrant to Invest up to $250,000 (an option to invest in your company at the terms in the Membership Agreement below at a future date after completing our due diligence);

2. an Equity-Free Resource Fee based on your stage, traction, and challenges (utilized by team to source materials, mentors, masterminds, investor relations, and programming).

Company Information

Fields marked with * are mandatory

Your Program

Program
Price
Seat RSVP | The Incubator x1
1
$1,999.00

Program Summary

Product
Total
1
Seat RSVP | The Incubator
Seat RSVP | The Incubator × 1
$1,999.00
Subtotal $1,999.00
Total $1,999.00

Please sign to confirm acceptance of admission.

I have read and agree to both the Membership Agreement and Warrant Agreement.

Your personal data will be used to process admission, support your experience throughout the program, and for other purposes described in our privacy policy.

NEWCHIP IGNITE INCUBATOR AGREEMENT

This Newchip Ignite Incubator (“Program”) Agreement (this “Agreement”) is entered into as of the date set forth on the signature page hereto (the “Effective Date”), by and between Newchip Ignite Incubator, a DBA of Newchip LLC, a subsidiary of ASTRALABS INC, a Delaware corporation (the “Company”) and the individual whose name is listed on the signature pages hereto (“Founder”).

Program and the Founder hereby agree as follows:

  1. Obligations of Program.

a. During the time in which Founder is enrolled in Program, Founder shall be eligible to receive:

i. Access to a curriculum about organizing and launching a business including business-building exercises and sprints;

ii. Access to Program’s online learning management system;

iii. Access to experts covering a broad range of business-related topics via office hours;

iv. Mentorship on issues related to building and growing a business;

v. Opportunities to meet business advisors, corporate executives or investors; and

vi. Discounted or free services by third-party providers.

b. Upon successful completion of Program Founder shall be eligible to receive:

i. Access to Program’s portfolio success team;

ii. Access to Program’s network search tools;

iii. Opportunity to join the Newchip Accelerator at a discount;

iv. Opportunities to apply to pitch on large online events; and

v. Access to private networking events and sessions.

2. Obligations of the Founder. As a participant in Program, Founder agrees to:

a. Complete weekly company-building sprints on time, attend weekly in-person or online sessions and group meetings, and meet growth milestones and deadlines to remain in Program;

b. If Founder has yet to incorporate an entity, then Founder will form one (1) company during or following the Program that uses the corporate form and basic corporate documents approved by Program as defined in Section 3(a), 3(a)(i) and 3(a)(ii), and Program shall at its sole discretion choose one (1) such company to be the “Portfolio Company” under the terms of this Agreement;

c. Cause the Portfolio Company to (i) execute and deliver to Program a warrant (option) in a form provided by Program for a maximum investment amount of $250,000 (“two-hundred-and-fifty thousand USD”) throughout the next 10 (“ten”) years pursuant to the Portfolio Company’s valuation established by its forthcoming financing round, together with any required approvals, including corporate governance approvals and any applicable government approvals (“Equity Consideration”) (ii) in the event that Founder is unable to secure Equity Consideration from the Portfolio Company in a form acceptable to Program in accordance with Section 2(c)(i), Founder agrees to pay Program 2.50% (“two and a half percent”) of the Acquisition Value, and not take any action to circumvent the rights of Program to any Acquisition Value; and (iii) Founder also agrees to indemnify Program for the costs (including attorneys’ fees and expenses) of any action to enforce the payment of any amounts owed to Program under this Agreement, including the payment of the Acquisition Value, and hereby grants and conveys to Program the Collateral Security for any unpaid balances of the Acquisition Value; and

d. Guarantee that the Portfolio Company fulfills its obligations under this Agreement, including the obligation to deliver the Equity Consideration or Acquisition Value as defined in Section 3(c) to Program under Section 2(c), and indemnify Program for all breaches by Portfolio Company of its obligations under this Agreement.

3. Construction of Certain Phrases; Definitions.

a. For the purposes of this Agreement, a company or other business entity shall be deemed to be formed “during or following the Program” if such company or other business entity was formed between the date of the first session of Program and a date three months after the last session of Program, inclusive; provided, however:

i. In the reasonable good faith judgment of Company, a company was created to circumvent the obligations of this Agreement, this company or other business entity shall be deemed to be formed “during the  Program” if (a) such entity is formed by 1 (“one”) or more participants in Program before or after such time period in 3(a); and is the same or a substantially similar business that was developed in Program.

ii. In the reasonable good faith judgment of Company, a company was created to circumvent the obligations of this Agreement, this company or other business entity shall be deemed to be “formed” by a participant in Program if (a) such entity is incorporated, registered or otherwise formed by a  participant or at a participant’s request through 1 (“one”) or more intermediaries; (b) a participant owns, or  has an agreement pursuant to which such participant may acquire beneficial ownership of, 10% (“ten percent”) or more of the securities or other ownership interests of such entity (unless such securities or other  ownership interests were acquired by such participant through a bona fide sale or transfer not intended to impair the rights of Program hereunder); or (c) in the reasonable good faith judgment of Program, a participant has or will acquire a substantial interest in such entity, either directly or indirectly.

b. “Change of Control” means the occurrence of any of the following events: (i) the acquisition of the Portfolio Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Portfolio Company), unless the  Portfolio Company’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% (“fifty percent”) of the voting  power of the surviving or acquiring entity (provided that the sale by the Portfolio Company of its securities for  the purposes of raising additional funds shall not constitute a Change of Control hereunder), and (ii) a sale, assignment, exclusive license, lease or other disposition or transfer of all or substantially all of the assets of the  Portfolio Company.

c. In connection with a Change of Control (including a transaction that results in the liquidation, dissolution or winding up of the Portfolio Company), “Acquisition Value” (and Program’s rights of payment therein, “Acquisition  Value Rights”) means the sum of the net proceeds derived from the cash and the fair market value of any securities, other property, or any other form of consideration paid by an acquirer of the assets or business of the  Portfolio Company, including any amounts distributed after the closing date of such transaction pursuant to any escrow, earn-out or other similar arrangement.

d. Collateral Security shall be canceled upon the issuance of Equity Consideration, or the payment of Acquisition Value as required under Section (2)(c). “Collateral Security” means a security interest in all rights, title, and interest in all assets, including all intellectual property, owned by the Portfolio Company for the amounts owed Program under this Agreement, including the payment of Acquisition Value. Program shall have the right at any time there are overdue amounts under this Agreement, provided that Program has given at least 10 (“ten”) days prior notice to the Portfolio Company, to convert any overdue amounts owed to Program that have not been paid or otherwise satisfied into either (i) equity of the Portfolio Company at the same price and subject to the same terms and conditions as the last bona fide equity financing of the Portfolio Company at the time of the conversion, or (ii) a convertible  debt instrument on the same terms and conditions as the last bona fide convertible debt financing of the Portfolio Company at the time of conversion.

e. “Cohort Launch Day” shall be the official launch date of the Program for the Founder as communicated by the Company.

4. Termination.

a. Company Right to Terminate. Notwithstanding anything in this Agreement to the contrary, Program reserves the  right to terminate Founder’s participation in Program: (i) for Founder’s breach of this Agreement; (ii) for Founder’s conviction or plea of nolo contendere to any felony; (iii) if necessary or advisable to comply with  applicable law, including without limitation local or international securities laws; (iv) for Founder’s breach of  Program’s Terms of Use or Code of Conduct; or (v) for any action or inaction by Founder that, in the good faith determination of Program, adversely affects, or otherwise reflects negatively on Program or the participants of Program. If Program elects to terminate Founder’s participation in Program pursuant to this Section 4(a), then Program shall provide Founder written notice of such termination, either prior to or within a reasonable time after the termination date, which notice shall also provide for the termination of the Equity Consideration or Acquisition Value Rights.

b. Founder Right to Terminate. Notwithstanding anything in this Agreement to the contrary, Founder reserves the right to terminate their or the Portfolio Company’s participation in the Program by no later than the Cohort Launch Date of the Program. In the event that the Founder or the Portfolio Company elects to terminate their participation in the Program pursuant to Section 2 and this Section 4(b), then Founder will provide written or electronic mail notice of such termination on or before the termination date, which notice shall also provide for the termination of the Equity Consideration or Acquisition Value Rights if terminated pursuant to Section 2, in addition to triggering a refund on any other forms of consideration issues for participation in the Program.

c. Termination upon Death. Founder’s participation in relation to Program shall automatically terminate upon Founder’s death.

5. Miscellaneous.

a. Term. The term of this Agreement shall begin on the Effective Date of this Agreement and shall continue until the date that is 15 (“fifteen”) years from the start of Program or Founder’s earlier termination. Sections 2(c), 2(d), 3 and 5 shall survive any termination of this Agreement.

b. Governing Law. This Agreement shall be governed by the laws of the State of Texas, without regard to the conflicts of law provisions of any jurisdiction, except for the warrant referenced in Section 2(c), which shall be governed by the laws of the State of Delaware.

c. Dispute Resolution.

i. If a dispute arises from or relates to this Agreement, and if the dispute cannot be settled through direct discussions, Program and Founder agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures in Austin, Texas. If the parties cannot settle the dispute by mediation, the dispute shall be adjudicated in accordance with Section 5(c)(ii).

ii. Program and Founder hereby irrevocably and unconditionally (i) agree that any action or  proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of  America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been  brought in an improper or inconvenient forum.

d. Assignability. This Agreement shall be binding upon Founder’s assigns, administrators, and other legal representatives, and shall be for the benefit of Program, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as expressly stated. Founder may not sell, assign, or delegate, including without limitation by gift, will, devise, or intestate succession, any rights, or obligations under this Agreement. Notwithstanding anything to the contrary herein, Program may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of Program’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise.

e. Confidentiality. Founder agrees to not disclose confidential information, which means any non-public information that relates to the actual or anticipated business and/or products, research or development of Program, any other participant in Program, any company formed by another Program participant during Program or any of their respective affiliates, including but not limited to technical data, trade secrets, product plans, markets, customers, software, developments, inventions, processes, formulas, technology, designs, drawings, marketing, and other business information, disclosed either directly or indirectly, in writing, orally, by drawings or inspection rights. The very fact of a person’s participation (in Program) shall be considered confidential information. Confidential information does not include information that (i) was publicly known or made generally available; or (ii) is in your rightful possession, without confidentiality obligations, at the time of disclosure as shown by your then-contemporaneous written records. You shall not use the confidential information for any purpose whatsoever other than as necessary for your participation (in Program).

f. Entire Agreement. This Agreement and the Terms of Use of Program website constitute the entire agreement and understanding between the parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the parties. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the parties in such exhibit or schedule.

g. Severability. If a court or other body of competent jurisdiction finds, or the parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

h. Modification, Waiver. Subject to Section 5(j), no modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in a writing signed by the parties. Waiver by Program of a breach of any provision of this Agreement shall not operate as a waiver of any other or subsequent breach.

i. Notices. Each such notice or other communication required or permitted under this Agreement shall be treated as effective or having been given (i) if delivered by hand messenger or courier service, when delivered; (ii) if sent by mail, at the earlier of its receipt or 72 (“seventy-two”) hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid; or (iii) if sent by electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address.

j. Reservation of Rights. Program reserves the right to change the terms and conditions of Program at any time and from time to time provided that such change shall be of general applicability to all participants enrolled in Program in the same time and location as the Founder.

k. Conflict. In case of any conflict between this Agreement and Program’s Terms of Use or Privacy Policy, the terms of this Agreement shall govern.

l. No Impairment. Founder shall not, through any voluntary action or inaction, avoid or seek to avoid the observance or performance of any of the terms of this Agreement required of Founder, but shall at all times in good faith assist in carrying out of all the provisions hereof and taking all action as may be necessary or appropriate to protect Program rights under this Agreement against impairment.

[signature page to follow]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of __________________, 20___.

Entrance Fee: ___________________

PROGRAM:

Signature: ____________________________________

Printed Name: _________________________________

Title: ________________________________________

Email: _______________________________________

Phone: _______________________________________

Address: _____________________________________

FOUNDER:

Signature: ____________________________________

Printed Name: _________________________________

Title: ________________________________________

Email: _______________________________________

Phone: _______________________________________

Address: _____________________________________

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