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Simple Agreement For Future Equity
"I need a Simple Agreement for Future Equity for my New Zealand tech startup to receive a $250,000 investment with a $5M valuation cap, including pro-rata rights and information rights for the investor."
1. Parties: Identifies the company and the investor as parties to the agreement
2. Background: Sets out the context of the investment and purpose of the SAFE agreement
3. Definitions: Defines key terms used throughout the agreement, including Valuation Cap, Discount Rate, and Qualifying Equity Financing
4. Investment Amount: Specifies the amount being invested and payment terms
5. Conversion Rights: Details when and how the investment converts to equity, including conversion mechanics for qualifying financing, exit events, and dissolution
6. Company Representations: Company's warranties about its legal status, authority, and compliance with laws
7. Investor Representations: Investor's warranties regarding investment capacity and sophistication
8. Information Rights: Investor's rights to receive company information and financial statements
9. General Provisions: Standard contractual terms including notices, amendments, governing law, and assignment restrictions
1. Most Favored Nation: Provides protection if the company issues SAFEs with more favorable terms to other investors
2. Pro-rata Rights: Gives investor right to participate in future funding rounds, typically included for larger investments
3. Board Observer Rights: Grants investor right to attend board meetings, typically for strategic investors
4. Transfer Restrictions: Additional limitations on transferability of SAFE rights
5. Dispute Resolution: Specific procedures for resolving disputes, such as mediation or arbitration
6. Confidentiality: Additional confidentiality obligations beyond standard terms
1. Schedule 1: Conversion Calculations: Detailed examples and formulas for calculating conversion prices and share allocation
2. Schedule 2: Cap Table: Current capitalization table of the company
3. Schedule 3: Form of Shareholders Agreement: Pro-forma shareholders agreement to be entered into upon conversion
4. Schedule 4: Compliance Certificate: Template certificate confirming compliance with Companies Act and other relevant legislation
5. Schedule 5: Investment Representations: Detailed investor warranties and representations required under NZ securities laws
Authors
Board
Business Day
Change of Control
Company
Companies Act
Conversion Price
Conversion Rights
Conversion Shares
Constitution
Discount Rate
Dissolution Event
Equity Financing
Exit Event
Fair Market Value
Financial Markets Conduct Act
Fully Diluted Capitalization
Initial Public Offering
Investment Amount
Investor
Liquidity Event
Liquidation
Most Favored Nation Right
Next Equity Financing
Ordinary Shares
Post-Money Valuation Cap
Pre-Money Valuation
Pro-rata Rights
Qualifying Equity Financing
Safe Preferred Shares
Securities
Shareholders Agreement
Standard Preference Shares
Subscription Amount
Valuation Cap
Conversion Rights
Company Representations and Warranties
Investor Representations and Warranties
Information Rights
Pre-emptive Rights
Assignment and Transfer
Most Favored Nation
Pro-rata Rights
Confidentiality
Events of Default
Conversion Mechanics
Exit Events
Dissolution Rights
Board Matters
Share Rights
Dispute Resolution
Governing Law
Notices
Amendment and Waiver
Further Assurance
Costs
Severability
Entire Agreement
Counterparts
Electronic Execution
Technology
Software Development
Biotechnology
Fintech
Clean Technology
E-commerce
Digital Media
Healthcare Technology
Agritech
Manufacturing
Consumer Products
Professional Services
Education Technology
Legal
Finance
Corporate Development
Investment
Executive Leadership
Company Secretariat
Compliance
Business Development
Chief Executive Officer
Chief Financial Officer
Company Director
Investment Manager
Venture Capital Partner
Angel Investor
Corporate Lawyer
Investment Analyst
Company Secretary
Startup Founder
Legal Counsel
Investment Director
Portfolio Manager
Corporate Development Manager
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