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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About this template
What is this template?
This is a French-law investment instrument similar to a SAFE that issues a warrant (BSA) rather than debt. It contains specific triggers for conversion including a 1,000,000 euro funding threshold and provides for 'Ratchet Warrants' if subsequent investors receive anti-dilution rights. It is not a loan agreement as it does not carry interest or a repayment date.
When should you use it?
Use this template when a French company needs to raise seed capital quickly without setting an immediate valuation. If the investment is structured as a loan with interest, use a Convertible Loan Note instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Definitions | Defines the Cap, Floor, Discount Rate, and Fully Diluted Basis used to calculate the conversion price for New Shares. |
| 2 | Procedure | Obliges the AIR Investor to pay the Investment Amount within 20 calendar days from the date of the President’s Decision. |
| 5 | Features of the BSA AIR | Restricts the transfer of BSA AIR to third parties, except for Affiliates, until the start of the Final Exercise Period. |
| 6.1 | Conditions of exercise | Triggers conversion upon an issuance of securities of at least 1,000,000 euros, an IPO, or a Qualified Transfer. |
| 6.1.2 | Price per Share | Calculates the subscription price for New Shares by applying the Discount Rate to the Conversion Valuation, subject to the Cap and Floor. |
| 6.3 | Exercise Price of the BSA AIR | Sets the exercise price at the Nominal Value per share, typically paid by incorporating available reserves or cash if equity is low. |
| 12 | Applicable Law | Subjects the agreement to French law and gives exclusive jurisdiction to the courts within the Paris Court of Appeal's remit. |
Who it's for
- a French startup seeking pre-seed or seed funding through a convertible warrant structure
- an investor providing early-stage capital to a French SAS specialized in software distribution
- parties looking for an alternative to a standard SAFE adapted for the French commercial code
How long it runs and how it's signed
Law it's drafted under
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