PARTY_1_NAME
SAFE
(Simple Agreement for Future Equity)
THIS INSTRUMENT IS ENTERED INTO as a Deed on 19 November 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$PURCHASE_AMOUNT (the “Purchase Amount”) on or about 19 November 2024, PARTY_1_NAME, a corporation (the “Company”), hereby issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.
The “ Discount Rate” is CURRENCY$. [100 minus the discount]%.
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, on the initial closing of such Equity Financing, this instrument will automatically convert into the greater of: (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Stock; or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price.
In connection with the automatic conversion of this Safe into shares of Standard Preferred Stock or Safe Preferred Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor, and (iii) the investor 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 automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion Amount”). If any of the Company’s security holders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s security holders, or under any applicable laws.
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