Arizona Term Sheet - Simple Agreement for Future Equity (SAFE)

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Multi-State
Control #:
US-ENTREP-008-1
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Word; 
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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 Arizona Term Sheet — Simple Agreement for Future Equity (SAFE) is a legal document that outlines the terms and conditions of a potential investment in a startup or early-stage company based in Arizona. It serves as a precursor to a formal equity financing agreement and provides a simplified framework for investors and founders to negotiate and establish the terms of the investment. The Arizona SAFE offers flexibility and simplicity compared to traditional equity financing agreements, making it a popular choice for both investors and entrepreneurs. The document represents a promise of future equity issuance to the investor, typically triggered by a specific milestone or event, such as a subsequent equity financing round or an exit event. Key features of the Arizona SAFE include: 1. Conversion and Equity: The document outlines the conversion terms and conditions, stating the agreed-upon formula or method for converting the SAFE investment into equity shares in the company at a later date. 2. Valuation Cap: This provision places a maximum valuation on the company at the time of conversion, ensuring that the investor receives an appropriate equity stake in relation to their investment amount. 3. Discount Rate: The SAFE may include a predetermined discount rate, enabling the investor to acquire equity at a reduced price compared to future investors participating in subsequent funding rounds. 4. Trigger Events: The SAFE specifies the events that would trigger the conversion of the investment into equity. These may include an equity financing round, acquisition, or IPO. 5. Investor Rights: Depending on the version of the Arizona SAFE used, it may grant certain rights to the investor, such as information rights, right of first refusal, participation rights, or governance rights. Although the Arizona SAFE is a standardized document, there are variations designed to cater to specific needs. Some common types of Arizona SAFE include: 1. Arizona SAFE with Valuation Cap: This version includes a predetermined valuation cap to protect the investor from excessive dilution, guaranteeing a maximum conversion price. 2. Arizona SAFE with Discount: This type of SAFE offers a discounted conversion price to incentivize early-stage investments and reward investors for taking on higher risks. 3. Arizona SAFE with Most Favored Nation (MFN) Clause: Including an MFN provision ensures that the investor will receive any favorable terms offered to subsequent investors in future funding rounds, maintaining fairness and ensuring they receive competitive benefits. In summary, the Arizona Term Sheet — Simple Agreement for Future Equity (SAFE) is a flexible investment instrument commonly used by startups and early-stage companies in Arizona. It simplifies the negotiation process and establishes the terms for future equity issuance, benefiting both investors and founders seeking capital infusions.

The Arizona Term Sheet — Simple Agreement for Future Equity (SAFE) is a legal document that outlines the terms and conditions of a potential investment in a startup or early-stage company based in Arizona. It serves as a precursor to a formal equity financing agreement and provides a simplified framework for investors and founders to negotiate and establish the terms of the investment. The Arizona SAFE offers flexibility and simplicity compared to traditional equity financing agreements, making it a popular choice for both investors and entrepreneurs. The document represents a promise of future equity issuance to the investor, typically triggered by a specific milestone or event, such as a subsequent equity financing round or an exit event. Key features of the Arizona SAFE include: 1. Conversion and Equity: The document outlines the conversion terms and conditions, stating the agreed-upon formula or method for converting the SAFE investment into equity shares in the company at a later date. 2. Valuation Cap: This provision places a maximum valuation on the company at the time of conversion, ensuring that the investor receives an appropriate equity stake in relation to their investment amount. 3. Discount Rate: The SAFE may include a predetermined discount rate, enabling the investor to acquire equity at a reduced price compared to future investors participating in subsequent funding rounds. 4. Trigger Events: The SAFE specifies the events that would trigger the conversion of the investment into equity. These may include an equity financing round, acquisition, or IPO. 5. Investor Rights: Depending on the version of the Arizona SAFE used, it may grant certain rights to the investor, such as information rights, right of first refusal, participation rights, or governance rights. Although the Arizona SAFE is a standardized document, there are variations designed to cater to specific needs. Some common types of Arizona SAFE include: 1. Arizona SAFE with Valuation Cap: This version includes a predetermined valuation cap to protect the investor from excessive dilution, guaranteeing a maximum conversion price. 2. Arizona SAFE with Discount: This type of SAFE offers a discounted conversion price to incentivize early-stage investments and reward investors for taking on higher risks. 3. Arizona SAFE with Most Favored Nation (MFN) Clause: Including an MFN provision ensures that the investor will receive any favorable terms offered to subsequent investors in future funding rounds, maintaining fairness and ensuring they receive competitive benefits. In summary, the Arizona Term Sheet — Simple Agreement for Future Equity (SAFE) is a flexible investment instrument commonly used by startups and early-stage companies in Arizona. It simplifies the negotiation process and establishes the terms for future equity issuance, benefiting both investors and founders seeking capital infusions.

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Valuation caps can be established based on how much risk an investor is willing to take on with a SAFE?factors such as a proven product or incorporation can help to mitigate that risk. Valuation cap for SAFE Notes - Eqvista Eqvista ? SAFE Notes Eqvista ? SAFE Notes

A valuation cap is a predetermined maximum company valuation at which an investor's SAFE will convert into equity. Essentially, it sets an upper limit on the valuation to determine how many shares the SAFE holder will receive when the SAFE converts. What Is a SAFE Valuation Cap? - Zegal zegal.com ? blog ? post ? negotiating-valuation-c... zegal.com ? blog ? post ? negotiating-valuation-c...

Hear this out loud PauseA SAFE is an agreement to provide you a future equity stake based on the amount you invested if?and only if?a triggering event occurs, such as an additional round of financing or the sale of the company.

Let's say an investor gives you $1 million on a post-money SAFE. The valuation cap (the maximum price at which you'll convert a SAFE note into equity in the future) on this SAFE is $10 million. Because it's a post-money SAFE, the investor has effectively locked in a 10% ownership stake in your company. Pre-Money SAFEs vs. Post-Money SAFEs - Carta Carta ? blog ? pre-money-and-post-money... Carta ? blog ? pre-money-and-post-money...

Hear this out loud PauseA safe (Simple Agreement for Future Equity) term sheet is a type of investment instrument used in early-stage startup funding. It allows investors to provide capital to a startup in exchange for the right to receive equity at a later date.

Hear this out loud PauseA SAFE note is simply a legally enforceable promise to allow an investor to buy a certain number of shares at a specific price at a later date. Valuation cap ? A valuation cap is a limit on how much a SAFE can be converted to equity ownership in the future.

A SAFE is an agreement to provide you a future equity stake based on the amount you invested if?and only if?a triggering event occurs, such as an additional round of financing or the sale of the company. Be Safe?5 Things You Need to Know About SAFE Securities ... finra ? investors ? insights ? safe-secu... finra ? investors ? insights ? safe-secu...

How to Prepare a Term Sheet Identify the Purpose of the Term Sheet Agreements. Briefly Summarize the Terms and Conditions. List the Offering Terms. Include Dividends, Liquidation Preference, and Provisions. Identify the Participation Rights. Create a Board of Directors. End with the Voting Agreement and Other Matters.

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Arizona Term Sheet - Simple Agreement for Future Equity (SAFE)