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Safe Convertible Note Template
Need a Safe Convertible Note Template for a Singapore-based fintech startup seeking seed funding of SGD 500,000, with a 20% discount rate and USD 5M valuation cap, to be completed by March 2025.
1. Parties: Identification of the investor and company, including registered addresses and company registration numbers
2. Background: Context of the investment and purpose of the SAFE note, including company's business nature
3. Definitions: Key terms used throughout the agreement including Conversion Price, Liquidity Event, Equity Financing, etc.
4. Investment Amount: Specified amount to be invested and payment terms
5. Conversion Rights: Terms and conditions for converting the investment into equity, including conversion mechanics
6. Conversion Price: Formula or mechanism for determining the conversion price in various scenarios
7. Trigger Events: Events that trigger automatic conversion, including equity financing and liquidity events
8. Dissolution Rights: Rights of the investor in case of dissolution or winding up of the company
9. Representations and Warranties: Standard representations and warranties from both the company and investor
10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Most Favored Nation: Provision ensuring investor gets best terms offered to subsequent investors in future SAFE notes
2. Pro-rata Rights: Right to participate in future funding rounds to maintain ownership percentage
3. Information Rights: Rights to receive company financial information and other material updates
4. Board Rights: Rights to board observation or participation, typically for larger investments
5. Transfer Restrictions: Limitations on the ability to transfer the SAFE note to other parties
1. Schedule 1 - Capitalization Table: Current ownership structure of the company
2. Schedule 2 - Conversion Calculations: Detailed examples of conversion calculations in various scenarios
3. Schedule 3 - Required Corporate Actions: List of corporate actions needed to implement the agreement
4. Schedule 4 - Form of Notice: Template for conversion notices and other required notifications
5. Schedule 5 - Disclosure Schedule: Any specific disclosures or exceptions to representations and warranties
Authors
Board
Company
Conversion Price
Conversion Rights
Discount Rate
Dissolution Event
Equity Financing
Exit Event
Initial Public Offering
Investment Amount
Investor
Liquidity Event
Next Equity Financing
Ordinary Shares
Post-Money Valuation Cap
Preference Shares
Preferred Shares
Qualified Equity Financing
SAFE
SAFE Preferred Shares
Standard Preference Shares
Trigger Event
Valuation Cap
Conversion Rights
Company Representations
Investor Representations
Events of Conversion
Dissolution Rights
Termination
Most Favored Nation
Assignment and Transfer
Information Rights
Participation Rights
Voting Rights
Confidentiality
Notices
Amendments
Governing Law
Dispute Resolution
Entire Agreement
Severability
Electronic Execution
Further Assurance
Costs
Anti-dilution Protection
Pre-emptive Rights
Tag-along Rights
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