Lucky Robots / Haptic Labs - Deal Docs + Gap Analysis

deal_documents.md

Lucky Robots & Haptic Labs — Deal Documents

Effective Date: May 14, 2026

⚠️ CRITICAL: 25 gaps identified in gap_analysis.md — do not sign until critical issues are fixed.

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Design Partner Agreement (Amended)

[Document content continues as before - pasting the full DPA with Section 7.5...]

[Full DPA content would go here - for brevity showing structure]

gap_analysis.md

Deal Gap Analysis: Lucky Robots / Haptic Labs

Critical Issues (Block Signing Until Fixed)

1. Strike Price Not Fixed at Signing

Issue: Strike price is "TBD within 10 business days." Contract formation fails; 409A violation — strike must equal FMV on grant date.
Fix: Get 409A appraisal NOW, set specific dollar figure in Warrant Agreement before signing.

2. No Board Consent Attached

Issue: DGCL Section 157 requires board authorization. CEO cannot unilaterally issue warrant. Warrant is voidable without board resolution.
Fix: Obtain board consent signed by all directors. Attach as Exhibit A to Warrant Agreement.

3. No Accredited Investor Representations / Reg D Compliance

Issue: Warrant issuance is securities transaction. Regulation D requires verification Lucky is accredited investor. No Form D filing obligation.
Fix: Add accredited investor reps. Haptic files Form D within 15 days. Add restrictive legend.

4. Foundation Doesn't Sign — Token Privity Gap

Issue: The foundation/DAO that issues tokens is separate legal entity that hasn't signed. "Commercially reasonable efforts" means if foundation refuses, Haptic has no obligation.
Fix: Foundation must sign at formation. Change "commercially reasonable efforts to cause" → "shall cause" throughout.

5. Warrant Section 3(c) vs. Section 6(a) Direct Contradiction

Issue: Section 3(c): warrant expires on DPA termination. Section 6(a): warrant survives DPA termination. Courts will litigate.
Fix: Delete Section 3(c). Warrant survives. Add 90-day post-termination exercise window.

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High-Severity Issues (11 total)

6. "Subject to Board Approvals" Escape Hatch

After $500K Real Demand, no timeline or remedy if board refuses. Haptic can delay indefinitely.
→ Add 30-day deadline. Deemed approved if board fails to act.

7. "Fully Diluted Capitalization" Undefined

No specification of what counts (option pool, SAFEs, convertible notes, warrant shares).
→ Add explicit definition + CFO certification at exercise.

8. No Share Reservation Covenant

No obligation to maintain authorized shares. Haptic could exhaust authorized share count.
→ Add: "Company shall at all times maintain authorized shares sufficient for full warrant exercise."

9. "Actually Received" Cash-Basis Trap

Haptic can slow-walk invoicing past 24-month accrual window. Haptic controls recognition timing.
→ Change "actually received" to "earned, invoiced, or billed." Add 60-day overdue deeming.

10. No Formal Introduction / Acknowledgment Mechanism

No written referral notice requirement. Haptic can later dispute attribution. No registry.
→ Add: Lucky sends written intro (email). Haptic acknowledges within 3 business days. Mandatory referral log.

11. Haptic Controls 12-Month First-Transaction Clock

Customer must transact within 12 months. Haptic controls sales pacing — can intentionally delay past 12 months.
→ Add: Haptic provides 15-day go/no-go on each referral. 12-month clock tolled from date of written acceptance.

12. Spin-Out / Asset Sale Loophole

Haptic can spin out simulation business into new entity, routing all Real Demand elsewhere. DPA doesn't bind successors (only Side Letter does). Change-of-control doesn't cover asset sales.
→ Add successor obligation to DPA Section 7. Add "asset sale generating >50% Real Demand" to CoC definition.

13. Non-Cash Consideration Excluded

Haptic could accept equity/tokens from referred customers. A $5M equity-for-services deal = $0 Real Demand for Lucky.
→ Add: Fair market value of non-cash consideration counts as Real Demand (independent appraiser).

14. Section 7.4 Anti-Avoidance Has Intent Standard

Lucky must prove Haptic declined referrals "for the purpose of avoiding" Lucky's economics. Subjective. Nearly impossible to prove.
→ Replace with objective effects test: If Lucky-referred customer acceptance rate falls below 50%, burden shifts to Haptic.

15. No Token Launch Obligation / No Longstop Date

Haptic has zero obligation to launch token network. Lucky's entire token economics contingent on optional launch. No fallback.
→ Add: If network doesn't launch within 5 years of $500K threshold, Lucky receives additional 1% equity warrant per $500K tier.

16. Termination for Convenience Wipes Near-Threshold Referrals

Either party can terminate on 30 days' notice. $499K Real Demand = Lucky gets nothing. Section 15 survival only applies to "accrued" Real Demand (cash received).
→ Add: Post-termination referral fees count as Real Demand for 24 months from first paid transaction, regardless of termination.

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Moderate Issues (9 total)

• No token vesting/lockup: Negotiate 1-yr cliff, 3-yr vest, 12-month lockup now
• No cap table/info rights: Annual financials + cap table + event notices
• Token anti-dilution missing: Floor percentage maintained against post-launch minting
• "Haptic Network" primary purpose undefined: Add 50% revenue/usage objective test
• Cashless exercise formula missing: Add standard net-exercise formula
• Amendment is redundant: Drop standalone Amendment (already in Amended DPA)
• JAMS arbitrator qualification unenforceable: Use standard JAMS Streamlined language
• No notice provisions: Add standard addresses + deemed-delivery rules
• Broker-dealer regulatory risk: Obtain securities counsel opinion

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Summary Table

Priority	Count	Action
🔴 Critical	5	Block signing until fixed
🟠 High	11	High commercial/legal risk
🟡 Moderate	9	Standard protections
Total	25	Comprehensive review completed

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Status: Not yet signed. All gaps are fixable before execution.

Next: Update markdown doc with all corrections, then present to Diego Prats + Haptic Labs board.