Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / safe-instrument-post-money-valuation-cap.docx
safe-instrument-post-money-valuation-cap.docx
High · 2
Medium · 1
Standard · 3
Section 1: Events
Medium
⚑ Notice / time limit to track
Section 1: Events 1(a) Equity Financing Upon the occurrence of an Equity Financing before the termination of this SAFE, the Company shall automatically issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. The "Conversion Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization. For the avoidan
Section 2: Definitions
High
⚑ Non-compete / exclusivity restraint
Section 2: Definitions As used in this SAFE, the following terms have the meanings set forth below: "Capital Stock" means all shares of the Company's Common Stock and Preferred Stock, on an as-converted-to-Common-Stock basis, treating for this purpose all shares of Preferred Stock as if converted to Common Stock at the then-applicable conversion rate. "Change of Control" means (i) a transaction or series of related t
Section 3: Company Representations
Standard
⚑ Commercial term
Section 3: Company Representations The Company hereby represents and warrants to the Investor as follows: 3(a) Organization, Good Standing, and Qualification The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of Texas (Texas Secretary o
Section 4: Investor Representations
Standard
⚑ Commercial term
Section 4: Investor Representations The Investor hereby represents and warrants to the Company as follows: 4(a) Accredited Investor The Investor is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and has provided or will provide to the Company such evidence of such status as the Company may reasonably request. 4(b) Investment In
Section 5: Most Favored Nation Provision
Section 5: Most Favored Nation Provision If, at any time prior to the closing of an Equity Financing, the Company issues any subsequent Simple Agreement for Future Equity (a "Subsequent SAFE") that contains terms more favorable to the holder thereof than the terms of this SAFE, including, without limitation, a lower valuation cap, a discount rate, a more favorable definition of Company Capitalization, or additional i
Section 6: Miscellaneous
High
⚑ Non-compete / exclusivity restraint
Section 6: Miscellaneous 6(a) Amendment and Waiver This SAFE may be amended, modified, or supplemented, and any provision hereof may be waived, only by a written instrument executed by both the Company and the Investor. No waiver of any provision of this SAFE shall operate as a waiver of any other provision, and no waiver shall constitute a continuing waiver unless otherwise expressly provided. The foregoing notwiths
1. Lorraine Chastain (individual) — 2814 Barton Creek Boulevard, Austin, TX 78735 — State
1. Lorraine Chastain (individual) — 2814 Barton Creek Boulevard, Austin, TX 78735 — State of Residence: Texas
2. Jade Peak Ventures LLC (by marshall Huang, Managing Member) — 1701 Hermann Drive, Apt.
2. Jade Peak Ventures LLC (by marshall Huang, Managing Member) — 1701 Hermann Drive, Apt. 18C, Houston, TX 77004 — State of Principal Place of Business: Texas
3. Ariel Crest Capital LLC (by Dr. Nneka Adeyemi-Foster, Managing Member) — 5923 Preston
3. Ariel Crest Capital LLC (by Dr. Nneka Adeyemi-Foster, Managing Member) — 5923 Preston Oaks Road, Suite 200, Dallas, TX 75254 — State of Organization: Delaware; State of Principal Place of Business: Texas
4. Samuel Kittridge (individual) — 580 Dolores Street, Apt. 4, San Francisco, CA 94110 —
4. Samuel Kittridge (individual) — 580 Dolores Street, Apt. 4, San Francisco, CA 94110 — State of Residence: California
5. Volkov Bridge Holdings LLC (by Renata Dobrynin, Managing Member) — 310 East 75th Stree
Standard
⚑ Commercial term
5. Volkov Bridge Holdings LLC (by Renata Dobrynin, Managing Member) — 310 East 75th Street, Apt. 9B, New York, NY 10021 — State of Principal Place of Business: New York SCHEDULE A PURCHASE AMOUNT AND WIRE INSTRUCTIONS Investor Name: [As set forth on the signature page to the applicable counterpart of this SAFE] Purchase Amount: As set forth in the table below for the applicable Investor. Purchase Amounts by Counterpa