Virgin Islands Simple Agreement for Future Equity

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Multi-State
Control #:
US-ENTREP-008-3
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Word; 
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Description

This term sheet summarizes the principal terms of the proposed Simple Agreement for Future Equity ("SAFE") financing of a Company, by certain Investors. This term sheet is for discussion purposes, is not binding on an Investor, nor is an Investor obligated to consummate the financing until a definitive SAFE agreement has been agreed to and executed. The term sheet does not constitute an offer to sell or an offer to purchase securities.

The Virgin Islands Simple Agreement for Future Equity (SAFE) is a legal instrument commonly used in startup financing and fundraising, similar to a convertible note. It provides a framework for early-stage companies to raise capital from investors without determining an exact valuation of the company. The Virgin Islands SAFE allows startups to secure funding by issuing rights to purchase shares in the company at a future date, typically upon the occurrence of specific triggering events such as a financing round. This agreement enables companies to focus on growth and development without the immediate need to negotiate valuation terms. There are different types of the Virgin Islands SAFE, each with its own variations and features. These include: 1. Classic SAFE: This version outlines the basic structure of the agreement, providing investors with the right to obtain shares or a return as outlined in the agreement upon an event like a subsequent equity financing or a liquidity event. 2. Valuation Cap SAFE: This type of SAFE includes a "valuation cap," which establishes the maximum valuation at which the investment converts into equity, protecting the investor from overpaying for the company's future stock. 3. Discount SAFE: A Discount SAFE grants investors the right to purchase shares at a discounted price compared to subsequent equity investors' price, incentivizing early-stage investors to provide funding at an earlier stage. 4. MFN (Most Favorable to Investor) SAFE: The MFN SAFE ensures that if the company issues Safes in the future at more favorable terms (such as a lower valuation cap or higher discount rate), the original investors' SAFE terms will automatically update to match those better terms. 5. Pro Rata Rights SAFE: This type of SAFE gives investors the ability to maintain their percentage ownership in the company by allowing them to invest an additional amount in future fundraising rounds. 6. Post-Money SAFE: Unlike the standard SAFE, this version calculates the conversion price based on the post-money valuation, including the amount raised in the next equity financing round. By utilizing the Virgin Islands Simple Agreement for Future Equity, startups can attract investors without going through the complex valuation process usually associated with equity financing. Each variant of the SAFE caters to different investment preferences and helps facilitate smoother fundraising for both companies and investors.

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FAQ

Conventionally, the general guiding principle for a startup is that when giving equity to investors in exchange for their money in your startup, the equity should be somewhere between 10-20% of total equity. Giving more than that to an investor is too much, which is risky for your business.

One of the primary reasons why entrepreneurs should never give up equity in their startup is that it can significantly dilute their ownership stake. When equity is given away, the founders ownership share is reduced and they may no longer have majority control over their company.

How Much Equity Should be Given Away in a Seed Round? A general rule of thumb is giving away between 10-20% equity during a seed round. This may likely be to angel investors who are willing to put in checks right at the origin of a company during the early stages.

Suppose a SAFE is issued with a 20% discount. This means if the SAFE investor invested $40,000 in a startup whose price per share at the time of future investment comes out to be $10, he'll get the share at a 20% discounted price, which is $8. This means he'll get 5000 shares instead of 4000.

Cons: SAFE investors assume most, if not all, of the risk, in that there is no guarantee of any equity ownership in the company. ... A SAFE holder is not entitled to any company assets in the event of a liquidation.

If you started as a solo-founder and have made progress on the business (especially if you've already raised), you should consider a something along the line of an 80/20 split of founder shares. In fact, the range I'm seeing is anywhere from 5-20% for the 2nd co-founder.

A simple agreement for future equity (SAFE) is a financing contract that may be used by a start-up company to raise capital in its seed financing rounds. The instrument is viewed by some as a more founder-friendly alternative to convertible notes because a SAFE is quicker and easier to negotiate and has fewer terms.

How Much Equity Should I Give Up in Series A? In a series A round, founders are advised to give up around 20-25% of equity to investors. These equity investments are often dependent on the kind of startup or business. Some businesses may give up more, while others must give out less equity.

More info

THIS SIMPLE AGREEMENT FOR FUTURE EQUITY (THIS “AGREEMENT”), DATED AS OF August 10, 2018, CERTIFIES THAT in exchange for the payment in instalments by Norma ... “SAFE” means an instrument containing a future right to shares of Capital Stock ... (Please fill out and return with requested documentation.) INVESTOR NAME ...SAFE Notes are a financial instrument that start-ups use to raise capital by allowing investors to purchase shares in the future at a predetermined price. THIS SIMPLE AGREEMENT FOR FUTURE TOKENS HAS NOT BEEN REGISTERED UNDER THE. SECURITIES LAWS OF ANY JURISDICTION. THIS AGREEMENT MAY NOT BE OFFERED, SOLD. To enter into the “Subscription Agreement for Future Equity – Discount only” and formalise the investment, parties simply fill in the template, agree on very ... Oct 31, 2019 — Due to this relatively simple structure and standard form documentation, negotiations between the parties generally focus on what the valuation ... Dec 8, 2022 — A SAFE (which stands for Simple Agreement for Future Equity) is the ... Fill out some basic information about the company and the investor. The SAFE is an investment contract. The investor agrees to give money to the startup business when the contract is signed. The startup business agrees to give ... A primer on Simple Agreements for Future Equity (SAFEs), the investment vehicle used by the Polsky Center, Chicago Booth, and the University ... THIS SIMPLE AGREEMENT FOR FUTURE EQUITY (this “SAFE”) is issued by Surf Air ... the price per equity security issued in the Last Equity Financing. 1.9 “Last ...

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Virgin Islands Simple Agreement for Future Equity