PARTY_1_NAME
SAFE
(Simple Agreement for Future Equity)
THIS INSTRUMENT IS ENTERED INTO as a Deed on 03 May 2024.
NOW THIS DEED WITNESSES and IT IS HEREBY DECLARED as follows:
THIS CERTIFIES THAT in exchange for the payment by PARTY_2_NAME, a corporation with registered address at PARTY_2_ADDRESS_SINGLE_LINE (the “Investor”) of CURRENCY$PURCHASE_AMOUNT (the “Purchase Amount”) on or about 03 May 2024, PARTY_1_NAME, a corporation (the “Company”), hereby issues to the Investor the right to certain shares of the Company’s capital stock, subject to the terms set forth below.
The “Valuation Cap” is CURRENCY$VALUATION_CAP. See Section 2 for certain additional defined terms.
1. Events
(a) Equity Financing. If there is an Equity Financing before the expiration or termination of this instrument, the Company will automatically issue to the Investor either: (1) a number of shares of Standard Ordinary Shares equal to the Purchase Amount divided by the price per share of the Standard Ordinary Shares, if the pre-money valuation is less than or equal to the Valuation Cap; or (2) a number of shares of Safe Ordinary Shares equal to the Purchase Amount divided by the Safe Price, if the pre-money valuation is greater than the Valuation Cap.
In connection with the issuance of Standard Ordinary Shares or Safe Ordinary Shares, as applicable, by the Company to the Investor pursuant to this Section 1(a):
(i) The Investor will execute and deliver to the Company all transaction documents related to the Equity Financing; provided, that such documents are the same documents to be entered into with the purchasers of Standard Ordinary Shares, with appropriate variations for the Safe Ordinary Shares if applicable, and provided further, that such documents have customary exceptions to any drag-along applicable to the Investor, including, without limitation, limited representations and warranties and limited liability and indemnification obligations on the part of the Investor; and
(ii) The Investor and the Company will execute a Pro Rata Rights Agreement, unless the Investor is already included in such rights in the transaction documents related to the Equity Financing.
(b) Liquidity Event. If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Ordinary Shares equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option.
In connection with Section (b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Safes (collectively, the “Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro-rata among the Cash-Out Investors in proportion to their Purchase Amounts, and the Cash-Out Investors will automatically receive the number of shares of Ordinary Shares equal to the remaining unpaid Purchase Amount divided by the Liquidity Price.
........................................