Postmoney Safe - Valuation Cap and Discount v1.1-2c0c7b9418c6c034ad74d9f4e0bbd08bcaa7e6b56be6b909991 - Version 1.1 POST-MONEY VALUATION CAP WITH

Postmoney Safe - Valuation Cap and Discount v1.1-2c0c7b9418c6c034ad74d9f4e0bbd08bcaa7e6b56be6b909991

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Version 1.1POST-MONEY VALUATION CAP WITH DISCOUNTTHIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OFCERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED ORHYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIESLAWS 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 (theCompany”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the termsdescribed below. This Safe is one of the forms available at and the Company and the Investoragree that neither one has modified the form, except to fill in blanks and bracketed terms. The “Post-Money Valuation Cap” is $[___________]. The “Discount Rate” is [100 minus the discount]%.See Section 2for certain additional defined terms.1.Events(a)Equity Financing. If there is an Equity Financing before the termination of this Safe, on the initialclosing of such Equity Financing, this Safe will automatically convert into the number of shares of Safe Preferred Stockequal to the Purchase Amount divided by the Conversion Price.In connection with the automatic conversion of this Safe into shares of Safe Preferred Stock, the Investor willexecute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that suchdocuments (i) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriatevariations for the Safe Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable tothe Investor, including (without limitation) limited representations, warranties, liability and indemnification obligationsfor the Investor.(b)Liquidity Event. If there is a Liquidity Event before the termination of this Safe, this Safe willautomatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion ofProceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such LiquidityEvent, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on thenumber of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “ConversionAmount”). If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to bereceived in a Liquidity Event, the Investor will be given the same choice, providedthat the Investor may not choose toreceive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to

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