G/YCombinator-SAFE-2020/Form/Base/v1-1.md

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(Sec = (Ti = (Note.Title = Simple Agreement for Future Equity - Base - UNOFFICIAL)
)

(sec = (0.sec = )
(xlist = (Intro.sec = (Intro.0.sec = )
(Intro.xlist =

(Intro.secs = (Intro.1.sec = (Legend.sec = (Legend.US.sec = This instrument and any securities issuable pursuant hereto have not been registered under the {USSecuritiesAct.cl}, as amended (the “(DefT.Securities_Act = (_Securities_Act = Securities Act)
)
”), 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 = this Safe)
and under the Act and applicable state securities laws pursuant to an effective registration statement or an exemption therefrom.)
)
)
(Intro.2.sec =
{Company.Name.Full})
(Intro.3.sec =
SAFE )
(Intro.4.sec = (Ti = (Note.Title = Simple Agreement for Future Equity - Base - UNOFFICIAL)
)

)
(Intro.5.sec = THIS CERTIFIES THAT in exchange for the payment by {Investor.Name.Full} (the “(DefT.Investor = (_Investor = Investor)
)
”) of {PurchaseAmount.$} (the “(DefT.Purchase_Amount = (_Purchase_Amount = Purchase Amount)
)
”) on or about {EffectiveDate.YMD}, {Company.Name.Full}, {Company.Personality.type.a} (the “(DefT.Company = (_Company = Company)
)
”), issues to the (_Investor = Investor)
the right to certain {shares_of/of} the (_Company = Company)
’s (_Capital_Stock = Capital Stock)
, subject to the terms described below.)
(Intro.6.sec = (_This_Safe = This Safe)
is one of the forms available at http://ycombinator.com/documents and the (_Company = Company)
and the (_Investor = Investor)
agree that neither one has modified the form, except to fill in blanks and bracketed terms.)
(Intro.7.sec = (Intro.7.0.sec = )
(Intro.7.xlist =
- (Intro.7.Secs = ..sec..)
)
(Intro.7.00.sec = )
)
(Intro.8.sec = See Section (Def.Xnum = 2)
for certain additional defined terms.)
)

)
(Intro.00.sec = )
)

(Event.Sec = (Event.Ti = Events)
(Event.sec =
1. (Event.Equity.Sec = (Event.Equity.Ti = Equity Financing)
  
  (Event.Equity.sec = (Event.Equity.0.sec = )
  (Event.Equity.xlist =
  (Event.Equity.secs = (Event.Equity.1.sec = If there is an (_Equity_Financing = Equity Financing)
  before the termination of (_this_Safe = this Safe)
  , on the initial closing of such (_Equity_Financing = Equity Financing)
  , (_this_Safe = this Safe)
  will automatically convert (Event.Equity.1.Into.ConversionTarget.cl = into {Event.Equity.1.ConversionTarget.cl})
  .)
  (Event.Equity.2.sec = (Event.Equity.2.InvestorWill.sec = In connection with the automatic conversion of (_this_Safe = this Safe)
  into {shares_of/_} {Event.Equity.2.ConversionTarget.cl}, the (_Investor = Investor)
  will execute and deliver to the (_Company = Company)
  all of the transaction documents related to the (_Equity_Financing = Equity Financing)
  ;)
  (Event.Equity.2.Condition.0_xlist = (Event.Equity.2.Condition.0.sec = provided, that such documents)
  (Event.Equity.2.Condition.xlist = (Event.Equity.2.Condition.sens = (Event.Equity.2.Condition.1.sec = (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 )
  (Event.Equity.2.Condition.2.sec = (ii) have customary exceptions to any drag-along applicable to the (_Investor = Investor)
  , including (without limitation) limited representations, warranties, liability and indemnification obligations for the (_Investor = Investor)
  )
  )
  )
  )
  .)
  )
  )
  (Event.Equity.00.sec = )
  )
  )
2. (Event.Liquidity.Sec = (Event.Liquidity.Ti = Liquidity Event)
  
  (Event.Liquidity.sec = (Event.Liquidity.0.sec = )
  (Event.Liquidity.xlist =
  (Event.Liquidity.secs = (Event.Liquidity.1.sec = If there is a (_Liquidity_Event = Liquidity Event)
  before the termination of (_this_Safe = this Safe)
  , (_this_Safe = this Safe)
  will automatically be entitled (subject to the liquidation priority set forth in Section (Event.LiquidationPriority.Xnum = (Event.Xnum = 1)
  .d)
  below) to receive a portion of (_Proceeds = Proceeds)
  , due and payable to the (_Investor = Investor)
  immediately prior to, or concurrent with, the consummation of such (_Liquidity_Event = Liquidity Event)
  , equal to the greater of (i) the (_Purchase_Amount = Purchase Amount)
  (the “(DefT.Cash-Out_Amount = (_Cash-Out_Amount = Cash-Out Amount)
  )
  ”) or (ii) the amount payable on the number of {shares_of/_-Common_Stock} equal to the (_Purchase_Amount = Purchase Amount)
  divided by the (_Liquidity_Price = Liquidity Price)
  (the “(DefT.Conversion_Amount = (_Conversion_Amount = Conversion Amount)
  )
  ”). If any of the (_Company = Company)
  ’s securityholders are given a choice as to the form and amount of (_Proceeds = Proceeds)
  to be received in a (_Liquidity_Event = Liquidity Event)
  , the (_Investor = Investor)
  will be given the same choice, provided that the (_Investor = Investor)
  may not choose to receive a form of consideration that the (_Investor = Investor)
  would be ineligible to receive as a result of the (_Investor = Investor)
  ’s failure to satisfy any requirement or limitation generally applicable to the (_Company = Company)
  ’s securityholders, or under any applicable laws.)
  (Event.Liquidity.2.sec = Notwithstanding the foregoing, in connection with a (_Change_of_Control = Change of Control)
  intended to qualify as a tax-free reorgani{s/z}ation, the (_Company = Company)
  may reduce the cash portion of (_Proceeds = Proceeds)
  payable to the (_Investor = Investor)
  by the amount determined by its board of directors in good faith for such (_Change_of_Control = Change of Control)
  to qualify as a {tax-free_reorganization_for_U.S._federal_income_tax_purposes}, provided that such reduction (A) does not reduce the total (_Proceeds = Proceeds)
  payable to such (_Investor = Investor)
  and (B) is applied in the same manner and on a pro rata basis to all securityholders who have equal priority to the (_Investor = Investor)
  under Section (Event.LiquidationPriority.Xnum = (Event.Xnum = 1)
  .d)
  .)
  )
  )
  (Event.Liquidity.00.sec = )
  )
  )
3. (Event.Dissolution.Sec = (Event.Dissolution.Ti = Dissolution Event)
  
  (Event.Dissolution.sec = If there is a (_Dissolution_Event = Dissolution Event)
  before the termination of (_this_Safe = this Safe)
  , the (_Investor = Investor)
  will automatically be entitled (subject to the liquidation priority set forth in Section (Event.LiquidationPriority.Xnum = (Event.Xnum = 1)
  .d)
  below) to receive a portion of (_Proceeds = Proceeds)
  equal to the (_Cash-Out_Amount = Cash-Out Amount)
  , due and payable to the (_Investor = Investor)
  immediately prior to the consummation of the (_Dissolution_Event = Dissolution Event)
  . )
  )
4. (Event.LiquidationPriority.Sec = (Event.LiquidationPriority.Ti = Liquidation Priority)
  
  (Event.LiquidationPriority.sec = (Event.LiquidationPriority.0.sec = )
  (Event.LiquidationPriority.xlist =
  (Event.LiquidationPriority.secs = (Event.LiquidationPriority.1.sec = (Event.LiquidationPriority.1.0.sec = In a (_Liquidity_Event = Liquidity Event)
  or (_Dissolution_Event = Dissolution Event)
  , (_this_Safe = this Safe)
  is intended to operate like standard non-participating (_Preferred_Stock = Preferred Stock)
  . The (_Investor = Investor)
  ’s right to receive its (_Cash-Out_Amount = Cash-Out Amount)
  is:)
  (Event.LiquidationPriority.1.xlist =
  (Event.LiquidationPriority.1.secs = (Event.LiquidationPriority.1.1.sec = Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into (_Capital_Stock = Capital Stock)
  );)
  (Event.LiquidationPriority.1.2.sec = On par with payments for other (_Safes = Safes)
  and/or (_Preferred_Stock = Preferred Stock)
  , and if the applicable (_Proceeds = Proceeds)
  are insufficient to permit full payments to the (_Investor = Investor)
  and such other (_Safes = Safes)
  and/or (_Preferred_Stock = Preferred Stock)
  , the applicable (_Proceeds = Proceeds)
  will be distributed pro rata to the (_Investor = Investor)
  and such other (_Safes = Safes)
  and/or (_Preferred_Stock = Preferred Stock)
  in proportion to the full payments that would otherwise be due; and )
  (Event.LiquidationPriority.1.3.sec = Senior to payments for (_Common_Stock = Common Stock)
  .)
  )
  )
  (Event.LiquidationPriority.1.00.sec = )
  )
  (Event.LiquidationPriority.2.sec = The (_Investor = Investor)
  ’s right to receive its (_Conversion_Amount = Conversion Amount)
  is (A) on par with payments for (_Common_Stock = Common Stock)
  and other (_Safes = Safes)
  and/or (_Preferred_Stock = Preferred Stock)
  who are also receiving (_Conversion_Amounts = Conversion Amounts)
  or (_Proceeds = Proceeds)
  on a similar as-converted to (_Common_Stock = Common Stock)
  basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are (_Cash-Out_Amounts = Cash-Out Amounts)
  or similar liquidation preferences). )
  )
  )
  (Event.LiquidationPriority.00.sec = )
  )
  )
5. (Event.Termination.Sec = (Event.Termination.Ti = Termination.)
  
  (Event.Termination.sec = (_This_Safe = This Safe)
  will automatically terminate (without relieving the (_Company = Company)
  of any obligations arising from a prior breach of or non-compliance with (_this_Safe = this Safe)
  ) immediately following the earliest to occur of: (i) the issuance of (_Capital_Stock = Capital Stock)
  to the (_Investor = Investor)
  pursuant to the automatic conversion of (_this_Safe = this Safe)
  under Section (Event.Equity.Xnum = (Event.Xnum = 1)
  .a)
  ; or (ii) the payment, or setting aside for payment, of amounts due the (_Investor = Investor)
  pursuant to Section (Event.Liquidity.Xnum = (Event.Xnum = 1)
  .b)
  or Section (Event.Dissolution.Xnum = (Event.Xnum = 1)
  .c)
  .)
  )
)
)
(Def.Sec = (Def.Ti = Definitions)
(Def.sec = (Def.0.sec = )
(Def.xlist =
(Def.Olist =
{Secs}
)
)
(Def.00.sec = )
)
)
(Rep.Company.Sec = (Rep.Company.Ti = Company Representations)
(Rep.Company.sec =
1. (Rep.Company.GoodStanding.sec = The (_Company = Company)
  is (corporation_duly_organized = a {corporation/other} duly organi{s/z}ed)
  , validly existing and in good standing under the laws of {CompanyIncorporation.cl}, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.)
2. (Rep.Company.AllPower.sec = (Rep.Company.AllPower.Perform.sec = The execution, delivery and performance by the (_Company = Company)
  of (_this_Safe = this Safe)
  is within the power of the (_Company = Company)
  and has been duly authori{s/z}ed by all necessary actions on the part of the (_Company = Company)
  (subject to section (Rep.Company.AllConsents.Xnum = (Rep.Company.Xnum = 3)
  .d)
  ).)
  (Rep.Company.AllPower.Binding.sec = (_This_Safe = This Safe)
  constitutes a legal, valid and binding obligation of the (_Company = Company)
  , enforceable against the (_Company = Company)
  in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.)
  (Rep.Company.AllPower.NoViolation.sec = (Rep.Company.AllPower.NoViolation.0.sec = To its knowledge, the (_Company = Company)
  is not in violation of)
  (Rep.Company.AllPower.NoViolation.xlist = (Rep.Company.AllPower.NoViolation.sens = (Rep.Company.AllPower.NoViolation.1.sec = (i) its current certificate of incorporation or bylaws, )
  (Rep.Company.AllPower.NoViolation.2.sec = (ii) any material statute, rule or regulation applicable to the (_Company = Company)
  or )
  (Rep.Company.AllPower.NoViolation.3.sec = (iii) any material debt or contract to which the (_Company = Company)
  is a party or by which it is bound, )
  )
  )
  (Rep.Company.AllPower.NoViolation.00.sec = where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the (_Company = Company)
  .)
  )
  )
3. (Rep.Company.NoViolation.sec = The performance and consummation of the transactions contemplated by (_this_Safe = this Safe)
  do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the (_Company = Company)
  ; (ii) result in the acceleration of any material debt or contract to which the (_Company = Company)
  is a party or by which it is bound; or (iii) result in the creation or imposition of any {lien_on_any_property}, asset or revenue of the (_Company = Company)
  or the suspension, forfeiture, or nonrenewal of any material permit, license or authori{s/z}ation applicable to the (_Company = Company)
  , its business or operations.)
4. (Rep.Company.AllConsents.sec = No consents or approvals are required in connection with the performance of (_this_Safe = this Safe)
  , other than: (i) the (_Company = Company)
  ’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authori{s/z}ation of (_Capital_Stock = Capital Stock)
  issuable pursuant to Section (Event.Xnum = 1)
  .)
5. (Rep.Company.AllRights.sec = To its knowledge, the (_Company = Company)
  owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.)
)
)
(Rep.Investor.Sec = (Rep.Investor.Ti = Investor Representations)
(Rep.Investor.sec =
1. (Rep.Investor.AllPower.sec = The (_Investor = Investor)
  has full legal capacity, power and authority to execute and deliver (_this_Safe = this Safe)
  and to perform its obligations hereunder. (_This_Safe = This Safe)
  constitutes valid and binding obligation of the (_Investor = Investor)
  , enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.)
2. (Rep.Investor.Accredited.sec = (Rep.Investor.Accredited.0.sec = )
  (Rep.Investor.Accredited.xlist = (Rep.Investor.Accredited.sens = (Rep.Investor.Accredited.1.sec = The (_Investor = Investor)
  is an accredited investor as such term is defined in Rule 501 of Regulation D under the (_Securities_Act = Securities Act)
  , and acknowledges and agrees that if not an accredited investor at the time of an (_Equity_Financing = Equity Financing)
  , the (_Company = Company)
  may void (_this_Safe = this Safe)
  and return the (_Purchase_Amount = Purchase Amount)
  .)
  (Rep.Investor.Accredited.2.sec = The (_Investor = Investor)
  has been advised that (_this_Safe = this Safe)
  and the underlying securities have not been registered under the (_Securities_Act = Securities Act)
  , or any {state_securities_laws} and, therefore, cannot be resold unless they are registered under the (_Securities_Act = Securities Act)
  and {applicable_state_securities_laws} or unless an exemption from such registration requirements is available.)
  (Rep.Investor.Accredited.3.sec = The (_Investor = Investor)
  is purchasing (_this_Safe = this Safe)
  and the securities to be acquired by the (_Investor = Investor)
  hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the (_Investor = Investor)
  has no present intention of selling, granting any participation in, or otherwise distributing the same. )
  (Rep.Investor.Accredited.4.sec = The (_Investor = Investor)
  has such knowledge and experience in financial and business matters that the (_Investor = Investor)
  is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the (_Investor = Investor)
  ’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.)
  )
  )
  (Rep.Investor.Accredited.00.sec = )
  )
)
)
(Misc.Sec = (Misc.Ti = Miscellaneous)
(Misc.sec =
1. (Misc.Amend.sec = (Misc.Amend.May.sec = Any provision of (_this_Safe = this Safe)
  may be amended, waived or modified by written consent of the (_Company = Company)
  and either (i) the (_Investor = Investor)
  or (ii) the majority-in-interest of all then-outstanding (_Safes = Safes)
  with the same “(_Post-Money_Valuation_Cap = Post-Money Valuation Cap)
  ” and “Discount Rate” as (_this_Safe = this Safe)
  (and (_Safes = Safes)
  lacking one or both of such terms will be considered to be the same with respect to such term(s)),)
  (Misc.Amend.Condition.sec = (Misc.Amend.Condition.0.sec = provided that with respect to clause (ii): )
  (Misc.Amend.Condition.xlist = (Misc.Amend.Condition.sens = (Misc.Amend.Condition.1.sec = (A) the (_Purchase_Amount = Purchase Amount)
  may not be amended, waived or modified in this manner, )
  (Misc.Amend.Condition.2.sec = (B) the consent of the (_Investor = Investor)
  and each holder of such (_Safes = Safes)
  must be solicited (even if not obtained), and)
  (Misc.Amend.Condition.3.sec = (C) such amendment, waiver or modification treats all such holders in the same manner.)
  )
  )
  (Misc.Amend.Condition.00.sec = )
  )
  (Misc.Amend.Majority-in-Interest.sec = “Majority-in-interest” refers to the holders of the applicable group of (_Safes = Safes)
  whose (_Safes = Safes)
  have a total (_Purchase_Amount = Purchase Amount)
  greater than 50% of the total (_Purchase_Amount = Purchase Amount)
  of all of such applicable group of (_Safes = Safes)
  .)
  )
2. (Misc.Notice.sec = Any notice required or permitted by (_this_Safe = this Safe)
  will be deemed sufficient when delivered personally or by {overnight_courier.cl} or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited {US_mail.cl} as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.)
3. (Misc.ShareholderVoting.sec = The (_Investor = Investor)
  is not entitled, as a holder of (_this_Safe = this Safe)
  , to vote or be deemed a holder of (_Capital_Stock = Capital Stock)
  for any purpose other than tax purposes, nor will anything in (_this_Safe = this Safe)
  be construed to confer on the (_Investor = Investor)
  , as such, any rights of a (_Company = Company)
  {stockholder.cl} or rights to vote for the election of directors or on any matter submitted to (_Company = Company)
  {stockholder.cl}s, or to give or withhold consent to any corporate action or to receive notice of meetings, until shares have been issued on the terms described in Section (Event.Xnum = 1)
  . However, if the (_Company = Company)
  pays a dividend on outstanding {shares_of/_-Common_Stock} (that is not payable in {shares_of/_-Common_Stock}) while (_this_Safe = this Safe)
  is outstanding, the (_Company = Company)
  will pay the (_Dividend_Amount = Dividend Amount)
  to the (_Investor = Investor)
  at the same time.)
4. (Misc.Assign.sec = Neither (_this_Safe = this Safe)
  nor the rights in (_this_Safe = this Safe)
  are transferable or assignable, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that (_this_Safe = this Safe)
  and/or its rights may be assigned without the (_Company = Company)
  ’s consent by the (_Investor = Investor)
  (i) to the (_Investor = Investor)
  ’s estate, heirs, executors, administrators, guardians and/or successors in the event of (Misc.Assign.the = )
  (_Investor = Investor)
  ’s death or disability, or (ii) to any other entity who directly or indirectly, controls, is controlled by or is under common control with the (_Investor = Investor)
  , including, without limitation, any general partner, managing member, officer or director of the (_Investor = Investor)
  , or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the (_Investor = Investor)
  ; and provided, further, that the (_Company = Company)
  may assign (_this_Safe = this Safe)
  in whole, without the consent of the (_Investor = Investor)
  , in connection with a reincorporation to change the (_Company = Company)
  ’s domicile.)
5. (Misc.Sever.sec = In the event any one or more of the provisions of (_this_Safe = this Safe)
  is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of (_this_Safe = this Safe)
  operate or would prospectively operate to invalidate (_this_Safe = this Safe)
  , then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of (_this_Safe = this Safe)
  and the remaining provisions of (_this_Safe = this Safe)
  will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.)
6. (Misc.Law.sec = All rights and obligations hereunder will be governed by the laws of {Law.State.the}, without regard to the conflicts of law provisions of such jurisdiction.)
7. (Misc.Tax.sec = The parties acknowledge and agree that for United States federal and state income tax purposes (_this_Safe = this Safe)
  is, and at all times has been, intended to be characterized as stock, and more particularly as common stock for purposes of Sections 304, 305, 306, 354, 368, 1036 and 1202 of the {Internal_Revenue_Code_of_1986.cl}, as amended. Accordingly, the parties agree to treat (_this_Safe = this Safe)
  consistent with the foregoing intent for all United States federal and state income tax purposes (including, without limitation, on their respective tax returns or other informational statements).)
)
)

)
(00.sec = (00.0.sec = )
(00.xlist =

(00.secs = (00.1.sec = IN WITNESS WHEREOF, the undersigned have caused (_this_Safe = this Safe)
to be duly executed and delivered.)
(00.2.sec =
{Company.US.Contract.By.Sec} {Investor.US.Contract.By.Sec}
)
)

)
(00.00.sec = )
)
)
)