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Convertible Agreement Regarding Equity Template for United States

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Key Requirements PROMPT example:

Convertible Agreement Regarding Equity

"Need a Convertible Agreement Regarding Equity for my AI software startup raising $500,000 from three angel investors, with a $5M valuation cap and 20% discount rate, to be completed by March 2025."

Document background
The Convertible Agreement Regarding Equity (CARE) is primarily used by early-stage companies in the United States seeking to raise capital without establishing an immediate company valuation. This instrument, similar to a SAFE (Simple Agreement for Future Equity), provides investors with the right to convert their investment into equity shares during future financing rounds. The agreement is particularly useful for seed-stage funding where company valuation might be premature or challenging to determine. It includes essential terms such as conversion triggers, valuation caps, and discount rates, while complying with U.S. securities regulations.
Suggested Sections

1. Parties: Identification of the company and investor(s)

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Key terms including Conversion Price, Valuation Cap, Discount Rate, Qualifying Financing

4. Investment Amount: Specification of the investment sum and payment terms

5. Conversion Rights: Terms and conditions for converting the investment into equity

6. Company Representations: Standard company warranties and representations

7. Investor Representations: Accreditation status and investment sophistication declarations

Optional Sections

1. Most Favored Nation: Rights to receive terms of future SAFEs if more favorable

2. Pro-rata Rights: Right to participate in future funding rounds

3. Information Rights: Rights to receive financial information and company reports

Suggested Schedules

1. Cap Table: Current capitalization of the company

2. Form of Conversion Notice: Template for executing conversion rights

3. Investor Questionnaire: Accreditation verification documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and establishing anti-fraud provisions for the sale of securities

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing SEC oversight of securities markets

Regulation D: SEC rules providing exemptions from securities registration requirements, particularly Rule 506 for private placements

JOBS Act: Legislation aimed at easing securities regulations for smaller companies, including crowdfunding provisions

Blue Sky Laws: State-specific securities laws governing registration, disclosure requirements, and exemptions for securities offerings

Delaware General Corporation Law: Primary corporate law framework for Delaware corporations, often used for startups and major corporations

Internal Revenue Code: Federal tax regulations affecting the treatment of convertible instruments and their conversion events

Investment Company Act: Federal law regulating investment companies and ensuring appropriate exemptions for convertible agreements

GAAP Standards: Generally Accepted Accounting Principles including ASC 470 governing the accounting treatment of convertible debt instruments

Rule 10b-5: SEC anti-fraud provision prohibiting deceptive practices in connection with the purchase or sale of securities

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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