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

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Multi-State
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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.
Oregon Term Sheet — Simple Agreement for Future Equity (SAFE) is a legally binding document used in startup financing that outlines investment terms and conditions between an investor and a company based in Oregon. It provides a framework for raising capital by offering investors the right to convert their investment into equity in a future priced round, commonly known as a "SAFE." SAFE agreements have gained popularity among startups as they offer a simplified alternative to traditional equity financing. They are designed to streamline the process and remove some complexities associated with equity investments, while still protecting the interests of both parties involved. There are several types of SAFE agreements used in Oregon, each serving different purposes and accommodating specific scenarios. These may include: 1. pre-Roman SAFE: This type of Oregon SAFE agreement establishes an investment made before any market valuation is assigned to the company. It allows investors to secure their stake at an agreed price, eliminating the need for valuation negotiations during the initial investment. 2. Post-Money SAFE: In contrast to the pre-money SAFE, the post-money SAFE assigns a market valuation to the company before the investment. Investors' stake is determined by the agreed percentage of the total valuation. 3. Valuation Cap SAFE: A Valuation Cap SAFE in Oregon adds a layer of protection for investors by setting a cap on the maximum valuation the investment can convert into equity. It ensures that investors benefit from the company's future success without dilution beyond a specific agreed-upon valuation. 4. Discount SAFE: The Discount SAFE offers investors an advantage by granting them the right to purchase shares at a discounted price during future financing rounds. This incentivizes early investment and rewards investors for their early support. 5. Most Favored Nation (MFN) SAFE: An MFN SAFE ensures that if the company offers more favorable terms to subsequent investors, the initial SAFE investors automatically receive those terms. It prevents potential discrepancies in investment terms between different rounds and protects early-stage investors. When entering into an Oregon Term Sheet — Simple Agreement for Future Equity (SAFE), it is crucial for both parties to carefully review and negotiate the terms to align their expectations. Legal advice should be sought to ensure compliance with Oregon state laws and regulations. Overall, Oregon SAFE agreements provide a flexible and efficient financing tool for startups in the state, allowing them to attract capital while minimizing complexity and valuation disputes commonly associated with equity funding.

Oregon Term Sheet — Simple Agreement for Future Equity (SAFE) is a legally binding document used in startup financing that outlines investment terms and conditions between an investor and a company based in Oregon. It provides a framework for raising capital by offering investors the right to convert their investment into equity in a future priced round, commonly known as a "SAFE." SAFE agreements have gained popularity among startups as they offer a simplified alternative to traditional equity financing. They are designed to streamline the process and remove some complexities associated with equity investments, while still protecting the interests of both parties involved. There are several types of SAFE agreements used in Oregon, each serving different purposes and accommodating specific scenarios. These may include: 1. pre-Roman SAFE: This type of Oregon SAFE agreement establishes an investment made before any market valuation is assigned to the company. It allows investors to secure their stake at an agreed price, eliminating the need for valuation negotiations during the initial investment. 2. Post-Money SAFE: In contrast to the pre-money SAFE, the post-money SAFE assigns a market valuation to the company before the investment. Investors' stake is determined by the agreed percentage of the total valuation. 3. Valuation Cap SAFE: A Valuation Cap SAFE in Oregon adds a layer of protection for investors by setting a cap on the maximum valuation the investment can convert into equity. It ensures that investors benefit from the company's future success without dilution beyond a specific agreed-upon valuation. 4. Discount SAFE: The Discount SAFE offers investors an advantage by granting them the right to purchase shares at a discounted price during future financing rounds. This incentivizes early investment and rewards investors for their early support. 5. Most Favored Nation (MFN) SAFE: An MFN SAFE ensures that if the company offers more favorable terms to subsequent investors, the initial SAFE investors automatically receive those terms. It prevents potential discrepancies in investment terms between different rounds and protects early-stage investors. When entering into an Oregon Term Sheet — Simple Agreement for Future Equity (SAFE), it is crucial for both parties to carefully review and negotiate the terms to align their expectations. Legal advice should be sought to ensure compliance with Oregon state laws and regulations. Overall, Oregon SAFE agreements provide a flexible and efficient financing tool for startups in the state, allowing them to attract capital while minimizing complexity and valuation disputes commonly associated with equity funding.

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Term sheets are also often used for SAFE or convertible note rounds, but are used less frequently than for priced rounds because of the relative simplicity of SAFE and convertible note legal documents.

A simple agreement for future equity or SAFE is a financing agreement between the company and an investor which grants the investor the right to receive shares at a point in the future, based on the valuation of the company at that point (usually the next funding round, often series A).

A 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.

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.

A SAFE note term sheet is a legal document that aligns early-stage startup funding interests by outlining the key investment agreement terms for entrepreneurs.

A simple agreement for future equity (SAFE) is a financing contract that may be used by a startup company to raise capital in its seed financing rounds. The instrument is viewed by some as a more founder-friendly alternative to convertible notes.

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.

A 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.

A SAFE note is a security that is going to convert to stock at a future point, usually at a pre-negotiated price cap. Let's look at an example. A person might invest in a SAFE note with a $10 million cap. If the company is bought for $100 million, that's great news.

Is a SAFE Note a Loan? No, a SAFE note is not a loan or debt, it is accounted for an equity on the balance sheet. Unlike convertible debt - or pretty much any debt, it does not have an interest rate nor does it have a maturity date.

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