Simple Agreement for Future Equity
THIS INSTRUMENT IS ENTERED INTO as a Deed on 19 November 2024.
NOW THIS DEED WITNESSES and IT IS HEREBY DECLARED as follows:
THIS CERTIFIES THAT in exchange for the payment by PARTY_2_NAME, a corporation with registered address at PARTY_2_ADDRESS_SINGLE_LINE (the “Investor”) of CURRENCY$PURCHASE_AMOUNT (the “Purchase Amount”) on or about 19 November 2024, PARTY_1_NAME, Company Registration number ACCOUNT_COMPANY_REG_NO, a private limited company incorporated in Singapore (the "Company"), hereby issues to the Investor the right to certain of the Company’s Capital Shares, subject to the terms described below.
The “ Post-Money Valuation Cap” is CURRENCY$VALUATION_CAP. See Section 2 for certain additional defined terms.
1. Events
(a) Equity Financing. If there is an Equity Financing before the termination of this instrument, on the initial closing of such Equity Financing, this instrument will automatically convert into the greater of: (1) the number of Standard Preferred Shares equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Shares; or (2) the number of Safe Preferred Shares equal to the Purchase Amount divided by the Safe Price.
In connection with the automatic conversion of this Safe into Standard Preference Shares or Safe Preference Shares, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of Standard Preference Shares, with appropriate variations for the Safe Preference Shares if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.
(b) Liquidity Event.
If there is a Liquidity Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of Ordinary Shares equal to the Purchase Amount divided by the Liquidity Price (the “Conversion Amount”).
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