Effective Date: May 14, 2026
- Design Partner Agreement (Amended)
- Warrant Agreement
- Amendment to Design Partner Agreement
- Side Letter — Board Commitment to Token Allocation
This Design Partner Agreement (the "Agreement") is entered into as of May 14, 2026 by and between Lucky Robots, Inc. ("Lucky") and Haptic Labs, INC ("Haptic").
The parties wish to collaborate on a limited design-partner basis. In connection with that collaboration, Haptic may receive access to certain Lucky technology, including Lucky's proprietary simulation engine known as "LuckyEngine," which powers Lucky's simulation offering (the "Platform"). This Agreement sets the ground rules for such access, use, ownership, and any future unwind of the relationship.
Lucky may provide Haptic with limited access to LuckyEngine source code, object code, documentation, credentials, APIs, and related technical materials (collectively, the "Lucky Materials"). Haptic may use the Lucky Materials solely to: (a) evaluate LuckyEngine and the Platform; (b) support the parties' joint design-partner work; and (c) run LuckyEngine on Haptic-controlled compute infrastructure for simulation jobs and related simulated output for the collaboration.
Haptic will use commercially reasonable safeguards to protect the Lucky Materials, including maintaining them in segregated, access-controlled environments. Haptic may disclose the Lucky Materials only to its employees, contractors, and advisors who have a need to know for the permitted purposes and who are bound by written confidentiality obligations at least as protective as those in this Agreement.
Each party retains all right, title, and interest in and to its pre-existing technology, software, data, documentation, know-how, and other intellectual property, together with any improvements, modifications, or derivative works thereof created independently of the other party's Confidential Information ("Background IP").
Without limiting the foregoing: (a) Lucky owns and retains all right, title, and interest in and to LuckyEngine, the Platform, the Lucky Materials, and any modifications, fixes, enhancements, or derivative works of LuckyEngine itself; and (b) Haptic owns and retains all right, title, and interest in and to Haptic's compute infrastructure, orchestration layer, integrations, wrappers, adapters, connectors, scripts, tooling, dashboards, workflows, prompts, datasets, data pipelines, and other Haptic-developed systems and materials, including any of the foregoing developed to interoperate with LuckyEngine or the Platform, in each case so long as they do not embed or disclose Lucky Materials.
Any simulated output, reports, or other work product generated by Haptic through use of LuckyEngine for the collaboration will be owned by Haptic, except that such ownership does not include any ownership interest in LuckyEngine, the Platform, or the Lucky Materials.
If the parties jointly create any new work product, ownership will be allocated as follows: (i) Lucky will own any modifications, fixes, enhancements, or derivative works of LuckyEngine, the Platform, or the Lucky Materials; (ii) Haptic will own any integrations, wrappers, adapters, connectors, orchestration logic, workflows, tooling, dashboards, prompts, datasets, data pipelines, infrastructure, reports, and outputs created by or for Haptic that do not embed or disclose Lucky Materials; and (iii) any other jointly created work product that necessarily incorporates both parties' Background IP and does not fall within clauses (i) or (ii) will be jointly owned by the parties, provided that neither party may use, license, or sublicense the other party's underlying Background IP except as expressly permitted under this Agreement or otherwise in writing. Unless otherwise agreed in writing, neither party receives any ownership interest in the other party's Background IP.
Lucky grants Haptic a limited, non-exclusive, non-transferable license during the Term to use the Lucky Materials solely for the purposes described in Section 2. Such license may be terminated only in accordance with Section 8. Haptic will not, and will not permit any third party to: (a) use the Lucky Materials outside the permitted purposes; (b) sell, sublicense, distribute, or otherwise make the Lucky Materials available to third parties; or (c) remove proprietary notices from the Lucky Materials.
Each party may disclose non-public technical, business, product, or commercial information to the other in connection with the collaboration ("Confidential Information"). The receiving party will use the disclosing party's Confidential Information only for the purposes of this Agreement and will protect it using at least reasonable care. LuckyEngine source code and related technical materials are Lucky Confidential Information. Haptic's infrastructure design, workflows, customer information, and related technical materials are Haptic Confidential Information.
This Agreement does not create an exclusive relationship and does not obligate either party to continue the collaboration, enter into any production agreement, or commit to any minimum spend, volume, support level, or commercial relationship. The parties remain independent contractors.
If Lucky directs at least Five Hundred Thousand Dollars ($500,000) of Real Demand to Haptic, then Lucky will become entitled to receive economic consideration under this Agreement, consisting of both: (a) equity-based consideration under Section 7.2; and (b) if Haptic or any affiliate launches a token-based, decentralized network whose primary purpose is to coordinate the production, exchange, or monetization of synthetic data or simulation workloads of the type produced using LuckyEngine or substantially similar simulation technology, through a foundation, nonprofit, DAO, or other token issuer separate from Haptic Labs, Inc. (a "Haptic Network"), token-based consideration under Section 7.3. For clarity, a token-based product, feature, or loyalty mechanism that is ancillary to Haptic's core business, or a network whose primary purpose addresses a use case other than synthetic data or simulation workloads, does not constitute a Haptic Network. For the avoidance of doubt, Lucky's right to equity-based consideration under Section 7.2 is independent of, and is not reduced or offset by, any token-based consideration that may become payable under Section 7.3.
For purposes of this Agreement, "Real Demand" means aggregate bona fide third-party fees or other monetary consideration actually received by Haptic, its affiliates, or, if applicable, the Haptic Network or its applicable foundation, nonprofit, DAO, or other token issuer, from customers or workloads originated by Lucky or referred by Lucky that require scaled simulation work, excluding free trials, service credits, barter, non-cash consideration, and intercompany transactions. A customer or workload is "originated by Lucky or referred by Lucky" only if (i) Lucky introduces the customer or its decision-maker to Haptic before Haptic has independently engaged that customer for substantially the same workload, and (ii) the customer first transacts with Haptic, its affiliates, or, if applicable, the Haptic Network within twelve (12) months after Lucky's introduction. Real Demand will continue to accrue from a referred customer for twenty-four (24) months following that customer's first paid transaction with Haptic.
If Section 7.1 results in equity-based consideration, then Haptic shall, subject to required board approvals and applicable law, issue or cause to be issued to Lucky a warrant to purchase shares of common stock of Haptic Labs, Inc. covering such number of shares as would cause Lucky, upon exercise in full of such warrant, to hold the applicable percentage of Haptic Labs, Inc.'s fully diluted capitalization immediately following such exercise, determined by cumulative Real Demand as follows:
- (i) Two percent (2.0%) if Real Demand is at least $500,000 but less than $1,000,000
- (ii) Two and one-half percent (2.5%) if Real Demand is at least $1,000,000 but less than $2,000,000
- (iii) Three percent (3.0%) if Real Demand equals or exceeds $2,000,000
If Lucky later reaches a higher threshold and equity-based consideration remains applicable under Section 7.1, Haptic shall issue an additional warrant or amend the existing warrant so that Lucky's total warrant coverage equals the percentage applicable to the highest threshold achieved. The parties will promptly document any such warrant in a short separate warrant agreement consistent with this Section 7.2.
If Section 7.1 results in token-based consideration, then Haptic and its applicable affiliate shall use commercially reasonable efforts to cause the applicable foundation, nonprofit, DAO, or other token issuer to allocate to Lucky, from the future team, contributor, or similar non-public allocation pool, the applicable percentage determined by cumulative Real Demand as follows:
- (i) Fifteen percent (15%) if Real Demand is at least $500,000 but less than $1,000,000
- (ii) Twenty percent (20%) if Real Demand is at least $1,000,000 but less than $2,000,000
- (iii) Twenty-five percent (25%) if Real Demand equals or exceeds $2,000,000
Notwithstanding the foregoing, Lucky's token allocation under this Section 7.3 will in no event be less than the following percentages of the fully diluted token supply of the Haptic Network at network launch:
- (i) Two and one-quarter percent (2.25%) at the $500,000 tier
- (ii) Three percent (3.0%) at the $1,000,000 tier
- (iii) Three and three-quarters percent (3.75%) at the $2,000,000 tier
If Lucky later reaches a higher threshold and token-based consideration remains applicable under Section 7.1, Haptic and its applicable affiliate shall use commercially reasonable efforts to cause Lucky's total token allocation to be increased so that it equals the percentage applicable to the highest threshold achieved. The parties acknowledge that any such token allocation will come from the future team, contributor, or similar non-public allocation pool, and not from a fixed percentage of the fully diluted network token supply.
If Lucky is acting in good faith and refers bona fide customers or workloads requiring scaled simulation work that are within Haptic's then-current technical and operational capabilities, Haptic will not unreasonably reject, refuse, or fail to pursue such opportunities for the purpose of reducing or avoiding Lucky's right to economic consideration under this Agreement. If Haptic declines any such opportunity based on capacity, timing, pricing, or other legitimate business reasons, and Haptic, any affiliate, or, if applicable, the Haptic Network later accepts substantially the same customer or workload within eighteen (18) months after Lucky's introduction or referral, then the resulting fees or other monetary consideration will still count as Real Demand attributable to Lucky. For purposes of this Section 7.4, "substantially the same customer or workload" means (i) the same legal entity originally introduced or referred by Lucky, or any parent, subsidiary, or affiliate under common control with such entity, engaging Haptic for (ii) a workload addressing materially the same simulation use case as the opportunity originally presented by Lucky, regardless of subsequent changes to commercial terms, pricing, scope, branding, or technical implementation.
Starting in the month following the execution of this Agreement and continuing for so long as Real Demand is accruing, Haptic shall provide Lucky with written notice of cumulative Real Demand, calculated as of the last day of each calendar month, delivered by the fifth (5th) business day of the following month. Each monthly report shall include:
- (i) Cumulative Real Demand to date
- (ii) Real Demand accrued in the reporting month (if any)
- (iii) Identity of customer or workload referred by Lucky (if any) and transaction date
- (iv) Fees or monetary consideration received for each Lucky-referred customer
- (v) Calculation methodology and certification by Haptic's CFO or controller
Within ten (10) business days of request by Lucky, Haptic shall provide supporting documentation for any Real Demand calculation, including:
- (i) Customer contracts or invoices showing fees paid
- (ii) Payment evidence (bank statements, accounting records)
- (iii) Email correspondence showing Lucky's original introduction of the customer or workload
- (iv) Correspondence dated within twelve (12) months of introduction showing customer's first engagement with Haptic
Lucky shall have the right to audit Haptic's books, records, and work product relating to Real Demand calculation, up to two (2) times per calendar year, upon ten (10) business days' prior written notice. Audits shall be conducted during normal business hours, at Lucky's expense (unless a material discrepancy >5% is discovered, in which case Haptic reimburses Lucky's reasonable audit costs). Audits may be conducted by Lucky's internal accounting personnel, its designated accountant, or auditor.
If Lucky disputes Haptic's Real Demand calculation in any month, Lucky shall provide written notice of the specific disputed items within thirty (30) days of receiving Haptic's monthly report. The parties shall work in good faith to resolve the dispute within fifteen (15) days. If unresolved, the disputed calculation shall be submitted to a mutually selected independent certified public accountant ("Neutral Accountant"), whose determination shall be binding. The Neutral Accountant shall be instructed to calculate Real Demand in accordance with Section 7.1 of this Agreement. The cost of the Neutral Accountant shall be borne by the non-prevailing party (i.e., if Haptic's reported number is closer to the Neutral Accountant's determination than Lucky's challenged number, Haptic pays; and vice versa). The determination shall be rendered within twenty (20) business days.
Haptic may not reinterpret, modify, or challenge the definition of "Real Demand" set forth in Section 7.1 after Real Demand is initially accrued. Any disputes regarding Real Demand definition must be raised within thirty (30) days of the first monthly report showing Real Demand from a disputed category.
Real Demand accrues for twenty-four (24) months following each Lucky-referred customer's first paid transaction with Haptic, as set forth in Section 7.1. Haptic shall continue reporting for each such customer throughout the twenty-four (24) month accrual period, and shall not cease reporting Real Demand from a customer prior to expiration of the twenty-four (24) month period absent mutual written agreement.
All monthly Real Demand reports and audit work product shall be treated as Confidential Information of Haptic and shall not be disclosed by Lucky to third parties except as required by law or in connection with Lucky's exercise of warrant rights.
This Agreement begins on the Effective Date and continues until terminated in accordance with this Section 8. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice for the other party's material breach, including unauthorized use or disclosure of Confidential Information, if such breach is not cured within ten (10) days after notice where cure is reasonably possible.
Upon expiration or termination of this Agreement: (a) Haptic will stop using the Lucky Materials, subject to a wind-down period of thirty (30) days from the termination date for jobs already in process as of such date, except that Lucky may shorten this wind-down period upon written notice (specifying the shortened period, which shall be no less than five (5) business days unless a shorter period is legally required) if Lucky reasonably and in good faith determines that a documented security incident, material breach of this Agreement by Haptic, or material misuse of the Lucky Materials makes accelerated cessation necessary; (b) each party will promptly return or permanently delete the other party's Confidential Information and related credentials from systems under its control, except for archival copies maintained in the ordinary course for legal or compliance purposes; and (c) Haptic may retain its own infrastructure, tooling, workflows, customer data, and simulation outputs, so long as none of the foregoing embeds or exposes Lucky source code or other Lucky Materials.
Except as expressly stated in this Agreement, neither party grants the other any license or other rights by implication, estoppel, or otherwise. Neither party may use the other party's name, logo, or marks in publicity or marketing without prior written consent.
Each party acknowledges that misuse of the other party's Confidential Information or intellectual property may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the non-breaching party may seek equitable relief, in addition to any other remedies available at law or in equity.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE LUCKY MATERIALS AND ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS," AND EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
EXCEPT FOR (I) BREACHES OF CONFIDENTIALITY, (II) MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, AND (III) ANY PAYMENT, EQUITY, OR TOKEN OBLIGATIONS UNDER SECTION 7, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000).
The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through senior-executive negotiation within thirty (30) days of written notice of the dispute. Any unresolved dispute will be finally settled by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, before a single arbitrator, seated in Wilmington, Delaware. Either party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect its Confidential Information or intellectual property pending or in aid of arbitration.
The following Sections survive any expiration or termination of this Agreement: Section 4 (Ownership), Section 5(b)–(c) (Restrictions), Section 6 (Confidentiality, for five (5) years after termination), Section 7 (with respect to Real Demand accrued or attributable under Section 7.4 prior to termination), Section 9 (Separation Process), Section 10 (No Implied Rights; No Publicity), Section 11 (Remedies), and Sections 12 through 15.
This Agreement is the entire agreement between the parties with respect to its subject matter and supersedes prior discussions on that subject. Any amendment must be in writing and signed by both parties. This Agreement is governed by the laws of the state of Delaware, without regard to conflict of laws principles.
SIGNATURES
| LUCKY ROBOTS, INC. | HAPTIC LABS, INC |
| By: __________________ | By: __________________ |
| Name: Devrim Yasar | Name: Diego Prats |
| Title: CEO | Title: CEO |
| Date: _________________ | Date: _________________ |
This Warrant Agreement (the "Agreement") is entered into as of May 14, 2026 by and between Lucky Robots, Inc. ("Holder") and Haptic Labs, Inc. ("Company").
Company hereby grants to Holder a warrant (the "Warrant") to purchase up to that number of shares of common stock of Company determined as follows: upon exercise in full, Holder shall own such number of shares as represents the applicable percentage of Company's fully diluted capitalization at the time of exercise, based on cumulative Real Demand (as defined in the Design Partner Agreement dated May 14, 2026 between the parties, the "Design Partner Agreement"):
- (a) Two percent (2.0%) if cumulative Real Demand is at least $500,000 but less than $1,000,000
- (b) Two and one-half percent (2.5%) if cumulative Real Demand is at least $1,000,000 but less than $2,000,000
- (c) Three percent (3.0%) if cumulative Real Demand equals or exceeds $2,000,000
The exercise price per share shall be the fair market value of Company's common stock as of the date hereof, determined by mutual agreement of the parties within ten (10) business days, or if the parties cannot agree, by an independent valuation firm selected by the parties (cost split equally). Strike price shall not be adjusted except for stock splits, recapitalizations, and similar adjustments.
(a) The Warrant shall become exercisable only upon written notice from Holder to Company that cumulative Real Demand has reached the applicable threshold under Section 1 (based on the parties' Real Demand reporting under the Design Partner Agreement). Company shall respond within five (5) business days confirming or disputing the Real Demand calculation.
(b) Upon exercisability, Holder may exercise the Warrant by delivering written exercise notice and payment of the aggregate exercise price (strike price × number of shares), or by cashless exercise if permitted by applicable law at the time of exercise.
(c) The Warrant shall expire ten (10) years from the date hereof, or earlier upon termination of the Design Partner Agreement as set forth in Section 6.
(a) If Company declares a stock split, stock dividend, recapitalization, or similar capitalization adjustment, the number of shares and strike price shall be adjusted proportionately.
(b) If Company issues shares at a price below the current strike price (excluding options granted in the ordinary course), the strike price shall be adjusted on a broad-based weighted average basis. For clarity, this applies to equity financings, acquisitions, and other issuances, but excludes employee option grants and options outstanding as of this Agreement date.
(c) If Real Demand increases and Holder becomes entitled to a higher percentage under Section 1, Company shall issue an additional warrant or amend this Warrant to reflect the increased percentage, with the same strike price and terms.
Notwithstanding Section 3(c), if Company undergoes a change of control (including merger, acquisition, liquidation, or similar transaction) before the Warrant is exercised, the Warrant shall accelerate and become immediately exercisable at the percentage applicable to cumulative Real Demand accrued as of the change of control event, regardless of whether the Real Demand threshold has been officially met.
(a) If the Design Partner Agreement is terminated, this Warrant shall remain in effect and exercisable based on Real Demand accrued through the termination date.
(b) Upon exercise, Company shall deliver shares (either newly issued or from treasury) within five (5) business days, free of legends (except as required by applicable securities law for restricted securities).
Upon exercise and issuance of shares, Holder shall have all rights of a common shareholder, including voting rights and participation in dividends and distributions, pro rata with other common shareholders.
Except upon exercise, Holder has no obligation to provide capital or other consideration to Company. Company may not demand or require exercise of the Warrant.
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws. Any dispute shall be resolved by binding arbitration administered by JAMS in Wilmington, Delaware, before a single arbitrator.
No amendment, modification, or waiver of this Warrant is valid unless in writing and signed by both Holder and Company (by authorized signatory). Neither party may waive its rights without express written consent of the other.
This Warrant Agreement, together with the Design Partner Agreement, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings, and agreements.
SIGNATURES
| LUCKY ROBOTS, INC. | HAPTIC LABS, INC |
| By: __________________ | By: __________________ |
| Name: Devrim Yasar | Name: Diego Prats |
| Title: CEO | Title: CEO |
| Date: _________________ | Date: _________________ |
This Amendment (the "Amendment") is entered into as of May 14, 2026 by and between Lucky Robots, Inc. ("Lucky") and Haptic Labs, Inc. ("Haptic"), amending that certain Design Partner Agreement dated May 14, 2026 (the "Agreement").
WHEREAS, the parties wish to clarify and strengthen the real demand tracking and verification process described in Section 7.1 and related provisions of the Agreement;
NOW, THEREFORE, the parties agree as follows:
The Agreement is hereby amended to add Section 7.5 as set forth in the Design Partner Agreement (Amended) document, specifically the provisions titled "7.5 Real Demand Reporting and Audit Rights."
All references in the Agreement to "Real Demand" shall be interpreted in light of the reporting and audit provisions in Section 7.5. The parties acknowledge that the provisions of Section 7.5 do not modify the definition of Real Demand in Section 7.1, but rather establish mechanisms for transparent calculation, verification, and dispute resolution.
This Amendment is effective as of May 14, 2026. Except as expressly modified herein, all other terms, conditions, and provisions of the Agreement remain in full force and effect. In the event of any conflict between this Amendment and the Agreement, this Amendment shall control.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
This Amendment is governed by the laws of the State of Delaware, without regard to conflict of laws principles.
SIGNATURES
| LUCKY ROBOTS, INC. | HAPTIC LABS, INC |
| By: __________________ | By: __________________ |
| Name: Devrim Yasar | Name: Diego Prats |
| Title: CEO | Title: CEO |
| Date: _________________ | Date: _________________ |
This Side Letter (the "Letter") is entered into as of May 14, 2026 by and between Haptic Labs, Inc. (the "Company") and Lucky Robots, Inc. ("Lucky").
WHEREAS, the parties entered into a Design Partner Agreement dated May 14, 2026 (the "Design Partner Agreement"), which provides for potential token-based consideration to Lucky if the Company launches a token-based, decentralized network (a "Haptic Network") as described in Section 7.3 of the Design Partner Agreement;
WHEREAS, the Company's Board of Directors wishes to commit now to the token allocation percentages and floors described in Section 7.3, to remove any uncertainty regarding the Company's future token allocation obligations;
NOW, THEREFORE, the Company and Lucky agree as follows:
The Company's Board of Directors hereby irrevocably commits that, if and when the Company or any of its affiliates launches a token-based, decentralized network whose primary purpose is to coordinate the production, exchange, or monetization of synthetic data or simulation workloads of the type produced using LuckyEngine or substantially similar simulation technology, through a foundation, nonprofit, DAO, or other token issuer separate from Haptic Labs, Inc. (a "Haptic Network"), the Company shall cause such Haptic Network's governing entity to allocate to Lucky from its future team, contributor, or similar non-public allocation pool, the following percentages based on cumulative Real Demand (as defined in the Design Partner Agreement):
- (a) Fifteen percent (15%) if cumulative Real Demand is at least $500,000 but less than $1,000,000
- (b) Twenty percent (20%) if cumulative Real Demand is at least $1,000,000 but less than $2,000,000
- (c) Twenty-five percent (25%) if cumulative Real Demand equals or exceeds $2,000,000
For clarity, cumulative Real Demand accrued prior to the Haptic Network launch date shall count toward Lucky's token allocation tier determined at network launch.
Notwithstanding Section 1 above, Lucky's token allocation shall in no event be less than the following percentages of the fully diluted token supply of the Haptic Network at network launch:
- (a) Two and one-quarter percent (2.25%) at the $500,000 Real Demand tier
- (b) Three percent (3.0%) at the $1,000,000 Real Demand tier
- (c) Three and three-quarters percent (3.75%) at the $2,000,000 Real Demand tier
If Lucky later reaches a higher Real Demand threshold, the Company shall cause the Haptic Network governing entity to increase Lucky's token allocation to the percentage applicable to the highest threshold achieved, to the extent not already allocated.
(a) This commitment is irrevocable and binding on the Company and any successor, affiliate, or entity that the Company may create, merge with, or reorganize into.
(b) The Company shall not amend, modify, reduce, or waive this commitment except by written consent of Lucky's CEO and the Company's Board of Directors.
(c) In the event the Company transfers, sells, merges, or otherwise disposes of substantially all of its assets or business (a "Change of Control"), the acquiring entity or successor shall assume and be bound by the allocation commitments in this Letter.
The Company acknowledges that the Haptic Network may be governed by a foundation, DAO, or other entity separate from the Company. The Company commits to use commercially reasonable efforts to cause such governing entity to honor this allocation commitment, including through:
- (a) Including this allocation in the Haptic Network's founding documents or governance charter
- (b) Allocating sufficient tokens from the initial team/contributor pool to satisfy Lucky's allocation
- (c) Providing Lucky written notice of the Haptic Network launch and confirming the allocation within thirty (30) days of network launch
Real Demand for purposes of this Letter shall be calculated in accordance with Section 7.1 of the Design Partner Agreement, and shall continue to accrue as set forth therein. The Company shall provide Lucky with monthly Real Demand reporting as set forth in the Amendment to the Design Partner Agreement dated May 14, 2026.
Within thirty (30) days of the Haptic Network launch, the Company shall provide Lucky with:
- (a) Copies of the Haptic Network's founding documents or charter showing Lucky's token allocation
- (b) Written confirmation from the Haptic Network's governing entity acknowledging Lucky's allocation percentage and floor
- (c) Instructions for Lucky to claim or receive the allocated tokens
- (d) A schedule showing the allocation amount at network launch (based on cumulative Real Demand at that time)
This Letter is supplementary to the Design Partner Agreement and does not modify, limit, or waive any other rights or obligations under the Design Partner Agreement, including Lucky's equity warrant rights under Section 7.2 and the Warrant Agreement dated May 14, 2026.
This Letter shall be treated as Confidential Information of both parties. The Company may disclose this Letter to its board, advisors, and legal counsel under confidentiality obligations. Lucky may disclose this Letter to its legal counsel and advisors as needed to protect its rights.
(a) This Letter is governed by the laws of the State of Delaware, without regard to conflict of laws principles.
(b) Any dispute regarding the Company's compliance with this Letter shall be resolved by binding arbitration administered by JAMS in Wilmington, Delaware, before a single arbitrator experienced in blockchain and token governance matters.
(c) The non-prevailing party shall bear all costs of arbitration.
This Letter, together with the Design Partner Agreement, the Warrant Agreement dated May 14, 2026, and the Amendment to the Design Partner Agreement dated May 14, 2026, constitutes the entire agreement between the parties with respect to the Company's token allocation obligations and supersedes all prior negotiations, understandings, and agreements on this subject.
This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery by facsimile or PDF shall have the same force and effect as delivery of manually executed originals.
SIGNATURES
| HAPTIC LABS, INC. | |
|---|---|
| By: __________________ | By: __________________ |
| Name: Diego Prats | Name: [Board Chair or Authorized Board Member] |
| Title: CEO | Title: Board Chair / Director |
| Date: _________________ | Date: _________________ |
ACKNOWLEDGED AND AGREED:
| LUCKY ROBOTS, INC. |
|---|
| By: __________________ |
| Name: Devrim Yasar |
| Title: CEO |
| Date: _________________ |
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