[ { "trace_id": "fd1748284", "metadata": { "content_type": "final-document", "area_of_law": "corporate", "document_type": [ "term_sheet", "SAFE" ], "industry": [ "finance" ], "jurisdiction": [ "SG" ], "pii_redacted": true, "proprietary_status": [ "IP_acquisition" ], "provenance_tier": "t2", "tokens_estimate": 1550, "language": "en-US" }, "data": { "text": "TERM SHEET\n This Term Sheet (“Term Sheet”) summarizes the principal terms and conditions of the investment (“Investment”) in the Company by , holding passport no. (“Investor”), and is executed on this (“Effective Date”) by and between , holding passport no. (“Founder”) and the Investor (collectively – “Parties” and each individually – “Party”).\n * Company: The Investment will be made in the private limited company to be incorporated under the laws of Singapore by the Founder within 30 calendar days from the Effective Date of this Term Sheet that will have shares (“Company”). The Founders shall act as promoters and will ensure that all relevant IP and assets necessary for the Project are transferred to the Company without additional consideration upon its incorporation.\n 1. Investment Summary: The Investment is intended to finance the development of (“Project”). \n The Project is .\n 2. Investment Amount: The Investor will invest in the Company (further the “Investment”). \n 1. Investment Instrument: The Investment will be made using a Simple Agreement for Future Equity (“SAFE”) that will be signed between the Company and the Investor. \n The Investor shall be granted a Token Warrant simultaneously with the SAFE, giving the right to purchase tokens issued by the Company or its affiliated project entity, , subject to a % discount.\n \n Alternatively:\n The vesting conditions, milestone-based unlocks, lock-up periods, and exercise mechanics shall be further defined in the Token Warrant agreement to be negotiated between the Parties. The Parties acknowledge that token issuance will remain subject to applicable regulatory, legal, and technical readiness considerations.\n 3. Valuation: The Post-Money Valuation of the Company will be USD 10,000,000 (ten million US dollars) (the “PMV Cap”). \n \n 4. Conversion: The SAFE will convert to the shares of the Company automatically upon , pursuant to which the Company issues and sells shares of its share capital at post-money valuation cap which is not less than USD 10,000,000 (ten million US dollars) (the “Next Equity Financing”).\n Alternatively:\n The conversion of the SAFE into shares of the Company, including the type of shares, conversion triggers, and applicable terms, shall be governed exclusively by the terms and conditions set forth in the SAFE agreement to be entered into between the Company and the Investor. \n \n 5. Conversion Price: The price per share of the Shares will be (the “Conversion Price Cap”) equal to the PMV Cap divided by the total number of shares of the Company outstanding immediately prior to the Next Equity Financing, after giving effect to the exercise or conversion of all securities exercisable for or convertible into shares, including all SAFEs (the “Total Capitalization”).\n Alternatively:\n The conversion price and related mechanics for the issuance of equity upon conversion of the SAFE shall be defined in the SAFE agreement to be executed between the Investor and the Company. The Parties agree that such conversion price will reflect the terms of the Next Equity Financing or any other applicable trigger event, as further detailed in the SAFE.\n 6. Transfers of Shares: Restrictions on transfers of shares issued upon conversion shall be negotiated and finalized in the SAFE agreement, subject to mutual agreement of the Company and Investor.\n 7. Shareholder’s Agreement: After becoming shareholders of the Company, the Parties shall enter into a corresponding Shareholder’s Agreement, which provisions shall not contradict this Term Sheet, except as otherwise agreed by the Parties in writing. Any third parties may become shareholders of the Company only if they execute a deed of adherence to the Shareholder’s Agreement.\n 8. IP Rights: All intellectual property rights key to the operation of the Company and the Project will be transferred to the Company at no expense on its part.\n 9. Confidentiality: Within a period of 2 years from the date on which this Term Sheet is accepted, the Founders, the Company and the Investor shall keep the existence and terms and conditions of this Term Sheet confidential and will not disclose its existence or contents without the consent of the other Parties, except as required to its shareholders, professional advisers, representatives, or employees. Any disclosure to a Party’s representatives, employees, agents, or advisers shall be strictly on a need-to-know basis.\n 10. Termination: This Term Sheet shall be terminated upon its replacement by the SAFE signed by the Parties (if such SAFE does not contradict this Term Sheet) or mutually cancelled by the Parties in writing or upon its expiration as described in point 13 below. \n 11. Expiration: This Term Sheet shall expire 30 days from the Term Sheet effective date, unless extended in writing by the Parties. \n 12. Amendment: The Parties may amend the terms of this Term Sheet by mutual consent in writing.\n 13. Governing Law and Jurisdiction: This Term Sheet shall be governed by the laws of Singapore. Any disputes arising out of or in connection with the validity, interpretation, or implementation of this Term Sheet shall be subject to the exclusive jurisdiction of the courts of Singapore. \n 14. Invalidity: If any provision of this Term Sheet shall be held to be illegal, void, invalid, or unenforceable under the laws of any relevant jurisdiction, the legality, validity, and enforceability of the remainder of this Term Sheet in that jurisdiction shall not be affected, and the legality, validity, and enforceability of the whole of this Term Sheet in any other jurisdiction shall not be affected.\n 15. Non-Binding Nature: This Term Sheet is intended solely as a summary of the principal terms for discussion purposes and does not constitute a legally binding agreement with respect to the consummation of the Investment or any of the terms herein, except for the provisions concerning confidentiality (Clause 11), governing law and jurisdiction (Clause 15), and this Clause 17, which shall be binding on the Parties.\n No Party shall have any obligation to proceed with the Investment unless and until definitive binding agreements, including the SAFE and Token Warrant, are executed by all relevant parties and the Company is duly incorporated. The Parties acknowledge that until such execution and incorporation occur, no enforceable rights, obligations, or liabilities (other than those expressly stated in this Term Sheet) shall exist.\n \n \n IN WITNESS WHEREOF the Parties have executed this Term Sheet on the Effective Date intending to be legally bound by its provisions.\n \n \n On behalf of the Investor:\n ___________________________\n Name: , \n \n \n On behalf of the Founders:\n ___________________________ /by himself/\n Name: \n ___________________________/by himself/\n Name: " } } ]