SAFE (Simple Agreement for Future Equity) Template

This SAFE (the "Agreement") is entered into on [Date] between [Company Name], a [State] corporation (the "Company"), and [Investor Name] (the "Investor").

1. Amount and Type of SAFE

• Purchase Amount: $[Amount].
• SAFE Type: ☐ Valuation Cap ☐ Discount ☐ Most-Favored Nation ☐ Custom (specify).
• Valuation Cap: $[Cap] (if applicable).
• Discount Rate: [Percentage]% (if applicable).

2. Events

2.1 Equity Financing

• If the Company raises equity financing before termination, Investor’s SAFE automatically converts into the securities issued in such financing at the lesser of the valuation cap or discount price.

2.2 Liquidity Event

• If a change of control or IPO occurs before conversion, Investor may receive cash-out equal to purchase amount or conversion into common stock based on valuation cap, subject to terms.

2.3 Dissolution Event

• Upon dissolution or winding up prior to conversion, Investor entitled to receive purchase amount prior to distributions to common stockholders, subordinate to senior debts.

3. Company Representations

• The Company is duly organized, authorized to enter into this SAFE, and the execution does not violate other agreements.
• The SAFE is a valid obligation of the Company.
• Cap table attached as Exhibit A.

4. Investor Representations

• Investor has full authority to execute the SAFE and is an accredited investor (if required).
• Investor understands the speculative nature of investment and has conducted its own evaluation.

5. Termination

• This SAFE terminates upon conversion of the purchase amount into equity securities, payment of cash-out in a liquidity/dissolution event, or mutual agreement.

6. Transfer Restrictions

• SAFE may not be transferred without Company consent, except to affiliates or as permitted by securities laws.

7. Information Rights (Optional)

• Investor entitled to [quarterly/annual] financial statements until conversion or termination.

8. Governing Law

• This Agreement governed by laws of [State], without regard to conflict-of-law principles.

9. Miscellaneous

• Notices, counterparts, amendments, and electronic signatures.
• Entire agreement supersedes prior understandings.

Signatures

Company: [Company Name]
By: ________
Name: [Officer Name]
Title: [Title]

Investor: [Investor Name]
By: ________
Name/Title (if entity): [Name/Title]

Exhibits

• Exhibit A – Capitalization Table
• Exhibit B – Wire Instructions

This template is a starting point; tailor terms to current SAFE forms (e.g., Y Combinator templates) and applicable securities laws.