https://drive.google.com/file/d/1nRQ5QOFRSsm_jgSyTuG-6G6yjOSuUqFm/view?usp=drive_link

Shareholders Agreement

Investment agreement

• warranties (company is established & not bankrupt)
• liability (data protection, EU grants)

Convertible note agreement / SAFE agreement

Convertible notes / loans

• investor gives a loan
• terms of conversion pre-agreed
• gets a promise - investor becomes a shareholder upon conversion of the loan, not immediately
• helps if the valuation is lower than desired
• Some variables:
  • loan amount
  • interest
  • CAP (max valuation to convert to shares)
  • discount (optional)
  • maturity date (2-3 years)
  • valuation floor
  • most favoured nation
  • information rights (what information is accessed)
  • participation right
  • future sha content

Reverse vesting

Share transactions

Preferential subscription rights

Term Sheet

• establish key conditions under which investment is made
• valuation
• investment amount
• special rights of the investor
• confidentiality, costs / obligations not to simultaneously hold investments talks with other investores
• usually driven by investor

Option pool