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Simple Agreement For Equity
"I need a Simple Agreement For Equity (SAFE) for my Singapore-based fintech startup to secure a $500,000 investment from an angel investor, with a valuation cap of $5 million and including pro-rata rights for future rounds."
1. Parties: Identification of the company and investor
2. Background: Context of the investment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including Company Capitalization, Conversion Price, Discount Price, Valuation Cap
4. Investment Amount: Specification of the investment sum and payment terms
5. Equity Rights: Terms of conversion into equity, including conversion mechanics and triggers
6. Valuation Cap: Maximum valuation for conversion purposes and calculation methodology
7. Company Representations: Standard company warranties and representations
8. Investor Representations: Standard investor warranties and representations
9. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Most Favored Nation: Provision ensuring investor gets best terms offered to future investors
2. Pro-rata Rights: Rights allowing investor to participate in future funding rounds to maintain ownership percentage
3. Board Seat Rights: Provisions regarding investor rights to board representation or observer status
4. Information Rights: Rights to receive periodic financial and operational information
5. Transfer Restrictions: Limitations on the transfer of SAFE or resulting shares
1. Schedule 1 - Cap Table: Current shareholding structure of the company
2. Schedule 2 - Disclosure Schedule: Material information about the company's business, assets, and liabilities
3. Schedule 3 - Form of Conversion Notice: Template document for exercising conversion rights
4. Schedule 4 - Calculation of Conversion Price: Detailed methodology for calculating the conversion price under different scenarios
Authors
Board
Business Day
Company
Conversion Price
Conversion Rights
Discount Rate
Dissolution Event
Equity Financing
Initial Public Offering
Investment Amount
Investor
Liquidity Event
Next Equity Financing
Pre-Money Valuation
Post-Money Valuation
Pro-Rata Rights
Qualifying Financing
Safe
Safe Preferred Stock
Securities
Shares
Standard Preferred Stock
Valuation Cap
Change of Control
Constitutional Documents
SGD
MAS
Shareholders' Agreement
Material Adverse Effect
Conversion Rights
Valuation Cap
Discount Rate
Dissolution Rights
Liquidity Events
Most Favored Nation
Pro-rata Rights
Representations and Warranties
Information Rights
Participation Rights
Assignment and Transfer
Confidentiality
Notices
Amendment and Waiver
Governing Law
Dispute Resolution
Termination
Entire Agreement
Severability
Counterparts
Further Assurance
Company Undertakings
Investor Rights
Anti-dilution Protection
Tag-along Rights
Drag-along Rights
Exit Provisions
Share Capital Reorganization
Costs and Expenses
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