BSA Air Agreement (France) by Seedsummit
The Seedsummit BSA AIR Investment Agreement is a French convertible warrant contract under which an investor (the “AIR Investor”) provides funding to a company in exchange for a right to subscribe to future shares at a discounted valuation upon a defined “Triggering Event” (such as a qualified financing, sale, merger, IPO, or insolvency). It sets out the warrant’s subscription, exercise mechanics, valuation formula (with discount, cap, and floor), and French law governance.
BSA AIR INVESTMENT AGREEMENT
AMONG:
[air investor name], a [air investor legal form] governed by the laws of [air investor jurisdiction], having its registered office located at [air investor registered office] registered with the trade and companies registry of [air investor registry place] under number [air investor rcs number], represented by [air investor representative name],
OR
[air investor name], born on [air investor birth date] in [air investor birth jurisdiction], residing at [air investor address], email: [air investor email];
(hereafter referred to as the “AIR Investor”)
AND:
[company name], a [company legal form] governed by the laws of [company jurisdiction], having its registered office located at [company registered office] registered with the trade and companies registry of [company registry place] under number [company rcs number], represented by [company representative name],
(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 or general assembly dated [shareholders decisions date] (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 [cap] euros (EUR [cap]).
“Control” shall be interpreted in accordance with article L.233-3 of the French Commercial Code.
“Discount Rate” shall mean [discount rate]%.
“Final Exercise Period” shall mean the period starting from the date of the President’s Decision and expiring [exercise period] months later.
“Floor” shall mean [floor] euros (EUR [floor]).
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