MEMORANDUM OF TERMS
FOR PRIVATE PLACEMENT OF
SERIES B PREFERRED STOCK OF
ICECREAM CANTEEN, INC.
22 September 2025
The intent of this document is to describe certain key terms of the proposed agreements
between Nestlé Ventures (the “Investor) and The Ice Cream Canteen, Inc., a Delaware
corporation (the “Company”).
This document is for discussion purposes only and is not intended to be a binding agreement
between the Investor and the Company with respect to the subject matter hereof, except for
the paragraphs below captioned “Confidentiality” and “Exclusive dealing”. A binding agreement
will not occur unless and until all necessary Investor and Company approvals have been
obtained and the parties have negotiated, approved, executed and delivered the appropriate
definitive agreements. Until execution and delivery of such definitive agreements, both parties
shall have absolute right to terminate all negotiations for any reason without liability therefor.
Pre-money valuation: $1,500,000
Amount of Financing: $500,000 from the Investor, representing
approximately 25% of the ownership of the
Company post-money. Existing shareholders
(including Mark Cuban and Lori Greiner)
remain on the cap table and may, at their
discretion, participate pro rata.
Security: Shares of Series B Preferred Stock (“Series B
Preferred”) at $1.00 per share (the “Purchase
price”). 500,000 Series B Preferred shares to
be issued.
Pre-closing capitalization: Immediately prior to the Closing, the Company
has 1,500,000 shares of Common Stock
outstanding (1,200,000 held by the Founders
and 300,000 held by existing investors Mark
Cuban and Lori Greiner), and no Preferred
Stock, SAFEs or convertible notes are
outstanding (other than the Series B Preferred
to be issued at Closing).
Anticipated Closing: on or about November 6, 2025 (approximately
45 days from the date of this document)
, Rights, Privileges and
Preferences of Series B
Preferred Stock:
Dividend rights: The series B Preferred shall be entitled to
non-cumulative dividends payable whenever
funds are legally available and when, as and if
declared by the Board of Directors (the
“Board”). After any such dividends, any further
dividends shall be paid pro rata to the holders
of the Series B Preferred and the Common
Stock on an as-converted basis.
Liquidation preference: In the event of any liquidation, dissolution or
winding up of the Company, the holders of the
series B Preferred shall be entitled to receive,
prior to any distribution to the holders of the
Common Stock, an amount equal to 1x the
Purchase Price per share plus declared but
unpaid dividends thereon (the “Preference
Amount”), and thereafter shall participate pro
rata with Common on an as-converted basis
i.e., 1x participating). If the Company has
insufficient assets to pay the Preference
Amount in full, available assets shall be
distributed ratably among Series B holders. A
merger or consolidation in which existing
stockholders do not retain a majority of the
voting power, a sale of all or substantially all
assets, an exclusive license of substantially all
intellectual property, or a transaction
transferring >50% of the voting power shall
each be deemed a liquidation event (each a
“Liquidation Event”).
Redemption: Subject to legal restrictions, beginning on the
fifth anniversary of the Closing, the holders of
a majority of the then outstanding Series B
Preferred may require the Company to
redeem such shares in three equal annual
installments at a price per share equal to the
FOR PRIVATE PLACEMENT OF
SERIES B PREFERRED STOCK OF
ICECREAM CANTEEN, INC.
22 September 2025
The intent of this document is to describe certain key terms of the proposed agreements
between Nestlé Ventures (the “Investor) and The Ice Cream Canteen, Inc., a Delaware
corporation (the “Company”).
This document is for discussion purposes only and is not intended to be a binding agreement
between the Investor and the Company with respect to the subject matter hereof, except for
the paragraphs below captioned “Confidentiality” and “Exclusive dealing”. A binding agreement
will not occur unless and until all necessary Investor and Company approvals have been
obtained and the parties have negotiated, approved, executed and delivered the appropriate
definitive agreements. Until execution and delivery of such definitive agreements, both parties
shall have absolute right to terminate all negotiations for any reason without liability therefor.
Pre-money valuation: $1,500,000
Amount of Financing: $500,000 from the Investor, representing
approximately 25% of the ownership of the
Company post-money. Existing shareholders
(including Mark Cuban and Lori Greiner)
remain on the cap table and may, at their
discretion, participate pro rata.
Security: Shares of Series B Preferred Stock (“Series B
Preferred”) at $1.00 per share (the “Purchase
price”). 500,000 Series B Preferred shares to
be issued.
Pre-closing capitalization: Immediately prior to the Closing, the Company
has 1,500,000 shares of Common Stock
outstanding (1,200,000 held by the Founders
and 300,000 held by existing investors Mark
Cuban and Lori Greiner), and no Preferred
Stock, SAFEs or convertible notes are
outstanding (other than the Series B Preferred
to be issued at Closing).
Anticipated Closing: on or about November 6, 2025 (approximately
45 days from the date of this document)
, Rights, Privileges and
Preferences of Series B
Preferred Stock:
Dividend rights: The series B Preferred shall be entitled to
non-cumulative dividends payable whenever
funds are legally available and when, as and if
declared by the Board of Directors (the
“Board”). After any such dividends, any further
dividends shall be paid pro rata to the holders
of the Series B Preferred and the Common
Stock on an as-converted basis.
Liquidation preference: In the event of any liquidation, dissolution or
winding up of the Company, the holders of the
series B Preferred shall be entitled to receive,
prior to any distribution to the holders of the
Common Stock, an amount equal to 1x the
Purchase Price per share plus declared but
unpaid dividends thereon (the “Preference
Amount”), and thereafter shall participate pro
rata with Common on an as-converted basis
i.e., 1x participating). If the Company has
insufficient assets to pay the Preference
Amount in full, available assets shall be
distributed ratably among Series B holders. A
merger or consolidation in which existing
stockholders do not retain a majority of the
voting power, a sale of all or substantially all
assets, an exclusive license of substantially all
intellectual property, or a transaction
transferring >50% of the voting power shall
each be deemed a liquidation event (each a
“Liquidation Event”).
Redemption: Subject to legal restrictions, beginning on the
fifth anniversary of the Closing, the holders of
a majority of the then outstanding Series B
Preferred may require the Company to
redeem such shares in three equal annual
installments at a price per share equal to the
