THIS CERTIFIES THAT in exchange for the payment by [Investor Name] (the "Investor") of [USD Amount] (the "Purchase Amount") on [DD/MM/YYYY], [Company Name] (the "Company") issues to the Investor the right to certain shares of the Company's Capital Stock, subject to the terms described below. The "Post-Money Valuation Cap" is [USD Cap].
1. Events. (a) Equity Financing. If there is an Equity Financing before the termination of this SAFE, on the initial closing of such Equity Financing, this SAFE 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.
(d) Liquidation Priority. In a Liquidity Event or Dissolution Event, this SAFE is intended to operate like standard non-participating Preferred Stock. The Investor's right to receive its Cash-Out Amount is junior to payment of outstanding indebtedness and creditor claims; on par ("pari passu") with other SAFEs and/or Preferred Stock; and senior to payments for Common Stock.
2. Definitions. "Capital Stock" means the capital stock of the Company, including the Common Stock and the Preferred Stock. "Liquidity Event" means a Change of Control, a Direct Listing, or an Initial Public Offering...
6. Miscellaneous. (f) Governing Law. This SAFE is governed by the laws of [Jurisdiction]. Any dispute shall be resolved by final and binding arbitration, seated in [city]. The award shall be final and binding, and the parties waive any right of appeal to the extent permitted by applicable law.
