This instrument and any securities issuable pursuant hereto have not been registered under the Securities Act of 1933, as amended, or under the securities laws of certain states. These securities may not be offered, sold or otherwise transferred, pledged or hypothecated except as permitted in this safe and under the Act and applicable state securities laws pursuant to an effective registration statement or an exemption therefrom.

[Company Name]

SAFE

(Simple Agreement for Future Equity)

THIS CERTIFIES THAT in exchange for the payment by [Investor Name] (the “Investor”) of $[  ] (the “Purchase Amount”) on or about [Date of Safe], [Company Name], a [State of Incorporation] corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below. This Safe is one of the forms available at ycombinator.com/documents and the User and the Company agree that neither has modified the form, except to fill in blanks and choose options.

The “Post-Money Valuation Cap” is $[  ]. See Section 2 for certain additional defined terms.

Section 1. Events

(a) Equity Financing — the Safe converts into preferred stock.

(b) Liquidity Event — the Investor receives cash or stock proceeds.

(c) Dissolution Event — the Investor receives its Purchase Amount.

(d) Liquidation Priority — the Safe is junior to indebtedness and creditors.

(e) Termination — the Safe terminates upon payment or conversion.

Section 2. Definitions

Capital Stock · Change of Control · Company Capitalization · Distribution · Equity Financing · Initial Public Offering · Liquidity Event · Money · Post-Money Valuation Cap · Safe Price

Section 3. Company Representations

Organization, authority, capitalization and compliance.

Section 4. Investor Representations

Accredited status, investment intent and independent review.

Section 5. Miscellaneous

Notices, amendments, governing law and dispute resolution.

post-money safe · valuation cap only · presentational sample