Can you please explain the SAFER agreement? Is our upside limited to 2.5x? Can we decide not to sell our shares and wait until a liquidity event? My concern is that our upside is limited but we still have all of the risk.

Hi Glenn — thank you for the question. We’ve seen a spike in the level of curiosity around the SAFER instrument, so your question is timely. We're working on a FAQ that will be shared under our POSTS tab later today. Until then, here is my brief response to your questions: A SAFER (Simple Agreement for Future Equity with Repurchase) is an investment contract, not stock, and does not provide ownership or voting rights at the time of investment. It may offer two potential forms of value: 1) rev...

Hi Miguel, thank you for your reply. So if the company chooses to do the revenue-based repurchase payments does that mean investors no longer have the option of their investment turning into equity in the company? So basically does the investor get option 1 (repurchase payment...

Great question. A SAFER is not an either/or choice. The SAFER is designed to offer exposure to revenue-based repurchase payments and possible participation in a future liquidity event. Revenue-based repurchase payments (if they occur) are interim and capped, while the SAFER may still participate in a future liquidity event, with all outcomes governed solely by the executed SAFER agreement.

Are you currently a U.S. C-corporation -Surge Holdings Inc.?, will this SAFER convert into actual stock shares issued by that C-corp upon a trigger event, and do you expect those conversion shares to be eligible for QSBS (IRC 1202)?

Thank you for your thoughtful question. Corporate Structure Yes. Surge Holdings Inc. is a Delaware C-corporation (Public Benefit Corporation). SAFER Conversion Mechanics The SAFER offered in this round is a contractual right that may convert into equity securities of Surge Holdings Inc. upon a qualifying event as defined in the SAFER agreement (such as a Liquidity Event). Upon conversion, investors would receive shares of common stock in the C-corporation, as described in the agreement. For a...

Do you have or need license to collect data in public area?

Great question. To date, we have not needed a separate “data collection license” to operate in public areas. Our deployments are governed by standard right-of-way (ROW) permitting and attachment agreements, similar to the frameworks used for small cells, fiber, and other communications infrastructure. These processes are well-established across U.S. municipalities and cover our physical installation and operations. From a data perspective, we are intentionally architected to be privacy-first....

So glad to hear that SURGE is already achieving success in New Orleans, and has been allowed to SUBSTANTIALLY EXPAND its presence there. Next up--Atlanta and Raleigh. ......... HELL YEAH, MAN!!!

Thanks Tom. Appreciate your participation on the last town hall.

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Simple Agreement for Future Equity with Repurchase (SAFER)

This SAFER gives investors rights to future shares of stock (if there is a liquidity event) along with periodic repurchase payments of 4.735% of the company's revenues up to the target return (2.5x for the first $150,000 of investors, 2x afterwards). Repurchase payments start 12 months after the investment is finalized. Post-money valuation cap: $8.5M. If less than $700k is raised on these terms (combined Wefunder + outside investment), the revenue share percentage of 4.735% will be proportionally lowered.

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I have watched Surge develop from a concept idea over three years ago at Next Wave Partners to today's vision of creating a shared infrastructure that will empower cities, businesses and investors. John Cowan, James Thomason, Miguel Jaramillo, and Brandon Richman are some of the most experienced, knowledgeable, and motivated entrepreneurs in this industry. I am confident this team will turn their vision into reality and further the development of Smart Cities via the use of localized data collection, compute, and artificial intelligence at the edge.

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