Questions
Answers
Q1 · Liquidation preference
What liquidation preference structure should we lock in at Series A close?
A1
1x non participating preferred is the baseline. Investor takes 1x back or converts to common, whichever is higher. If the anchor refuses this structure, the round may be mispriced.
Q2 · Option pool
What option pool size do we authorise at close?
A2
10 to 15 percent of fully diluted shares for employees, with 12 percent as the working standard. Sized to cover team build through Raise 2 without re expansion that triggers investor consent.
Q3 · Board composition
What board composition do we adopt at Series A?
A3
Start with a 3 person board, 2 founders plus 1 lead investor seat. Move to 4 person with a mutually selected independent director before Series B for governance credibility.
Q4 · Investor consent gates
Which decisions require investor class consent versus board only?
A4
Investor class consent gates new financing rounds, M&A, debt above $1M, and option pool expansion above 20 percent. Budget, hiring, and operations remain management only.
Q5 · Newtown Creek host contract
What contract structure governs the Newtown Creek host relationship?
A5
Long term lease plus service agreement. 20 to 25 year term to support debt amortisation. MicroLink owns and removes all compute and thermal equipment at term end.
Q6 · Thermal discharge liability
How is thermal discharge liability allocated between MicroLink and the WWTP host?
A6
Liability boundaries written explicitly into the host contract. Joint EPA thermal discharge permit signed by both parties. MicroLink carries pollution liability insurance at $5M for thermal injection sites.
Q7 · Host revenue model
What revenue model applies under the host agreement?
A7
Fixed fee per kW plus variable participation in energy savings delivered to the host. The host receives a bankable cost reduction; MicroLink retains tenant revenue and operates all systems.
Q8 · Compliance officer
How do we structure compliance for the WWTP frontier site versus lower risk sites?
A8
Dedicated compliance officer for Newtown Creek given EPA frontier risk and 5 plus site scaling, budgeted at $100k to $200k annually. Shared host model acceptable for brewery and hotel deployments.
Q9 · JV co ownership [OPEN]
Do we adopt JV co ownership for university and strategic partner sites?
Q10 · Insurance floor
What insurance floor do we require across the deployed portfolio?
A10
General liability $3M to $5M plus pollution liability $5M at thermal sites plus cyber $1M to $2M. Insurance is belt and suspenders, never standalone, paired with active compliance officer oversight.