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Simple Agreement For Equity
"I need a Simple Agreement For Future Equity for my Vienna-based AI software startup, seeking to raise 鈧500,000 from a German venture capital firm, with a 鈧5 million valuation cap and including MFN rights and quarterly information rights."
1. Parties: Identification of the company and the investor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, describing the company's business and the investor's intention to provide funding in exchange for future equity rights
3. Definitions: Key terms used throughout the agreement, including 'Equity Financing', 'Liquidity Event', 'Valuation Cap', and other relevant terms
4. Investment Amount: Specification of the investment sum and payment terms
5. Events Triggering Conversion: Detailed description of events that trigger conversion of the investment into equity, including Equity Financing, Liquidity Event, and Dissolution Event
6. Conversion Mechanics: Process and calculations for converting the investment into equity shares under different scenarios
7. Company Representations: Essential representations about the company's legal status, authority to enter the agreement, and capital structure
8. Investor Representations: Basic representations about the investor's authority and understanding of the investment risks
9. Information Rights: Basic rights of the investor to receive company information
10. Assignment and Transfer: Rules governing the transfer of rights under the agreement
11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
12. Miscellaneous: Standard provisions including notices, amendments, and severability
1. Most Favored Nation: Optional provision ensuring the investor receives the benefit of more favorable terms granted to other SAFE holders, used when requested by sophisticated investors
2. Pro-rata Rights: Rights to participate in future financing rounds, included when negotiated by lead investors
3. Board Observer Rights: Rights to attend board meetings as an observer, included for significant investors
4. Dispute Resolution: Detailed arbitration or mediation provisions, included when parties prefer alternative dispute resolution
5. Confidentiality: Detailed confidentiality obligations, included when standard NDA is not in place
6. Tax Provisions: Specific tax-related provisions, included when dealing with international investors or complex tax situations
1. Schedule A - Cap Table: Current capitalization table of the company showing all shareholders and their shareholdings
2. Schedule B - Conversion Calculations: Detailed examples and formulas for calculating share conversion under different scenarios
3. Schedule C - Form of Adherence Agreement: Template for new investors to adhere to shareholders' agreement upon conversion
4. Schedule D - Investment Amount Details: Payment schedule and bank account details if payment is in installments
5. Appendix 1 - Company Information: Detailed company information including registration documents and corporate authorizations
6. Appendix 2 - Disclosure Schedule: Any specific disclosures or exceptions to company representations
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