BSA Air Agreement (France) by Seedsummit
This BSA AIR Investment Agreement outlines the terms under which an investor subscribes to a BSA AIR warrant, granting them the right to acquire a variable number of new shares in a company. It details the conditions for the warrant's issuance, subscription, and exercise, including specific valuation mechanisms and triggering events. The agreement also covers the rights and obligations of both the investor and the company.
BSA AIR INVESTMENT AGREEMENT
AMONG:
[], a [] governed by the laws of [], having its registered office located at [] registered with the trade and companies registry of [] under number [], represented by [__],
OR
[], born on [] in [], residing at [], email: [__];
(hereafter referred to as the “AIR Investor”)
AND:
[COMPANY], a [] governed by the laws of [], having its registered office located at [] registered with the trade and companies registry of [] under number [], represented by [],
(the “Company”),
(the AIR Investor and the Company are hereafter collectively referred to as the “Parties” and individually as a “Party”),
WHEREAS:
The Company was created in [year of incorporation] and is specialized in software distribution.
On the date hereof, the President, acting pursuant to the authorization granted to him pursuant to the [unanimous decisions of the shareholders/general assembly] dated [__] (the “Shareholders’ Decisions”) decided to issue one (1) warrant (the “BSA AIR”) to the AIR Investor for a subscription price equal to the Investment Amount giving the right to subscribe to a variable number of New Shares (as defined below) of the Company at their nominal value (the “President’s Decision”).
The terms and conditions of this BSA AIR Investment Agreement (this “Agreement”) and of the Shareholders’ Decisions shall govern the BSA AIR.
The share capital of the Company on a fully diluted basis, as of the date hereof (including the issuance of the BSA AIR), is set forth in Exhibit A.
AS A RESULT, IT HAS BEEN AGREED THE FOLLOWING:
DEFINITIONS
For the purposes of this Agreement, the terms listed hereafter shall have the following meaning, unless the context would require a different interpretation:
“Affiliate” means, with respect to the AIR Investor, any other person which, directly or indirectly, Controls, is Controlled by, or is under common Control with the AIR Investor.
“Cap” shall mean [] euros (EUR []).
“Control” shall be interpreted in accordance with article L.233-3 of the French Commercial Code.
“Discount Rate” shall mean [__]%.
“Final Exercise Period” shall mean the period starting from the date of the President’s Decision and expiring [__] months later.
“Floor” shall mean [] euros (EUR []).
“Fully Diluted Basis” shall refer, at any given date, to all outstanding Shares and all Shares that may be issued, immediately or on a future date, through the exercise or conversion of outstanding Securities or rights (such as founders’ warrants (bons de souscription de parts de créateur d’entreprise) or warrants (bons de souscription d’actions)).
“Investment Amount” shall mean [] euros (EUR []).
“Nᶦ” shall mean the number of Shares on a Fully Diluted Basis immediately before the issuance of the New Shares.
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