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The document specifies automatic conversion mechanics upon Equity Financing, including valuation cap and discount effects, and requires investors to execute transaction documents tied to the financing. It also sets conversion outcomes for Public Offerings and Change of Control, including election procedures, notice timing, and proceeds allocation subject to liquidation priority, plus treatment of Dissolution.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/safex-simple-agreement-for-future-equity-terms-and-conditions/282238/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/safex-simple-agreement-for-future-equity-terms-and-conditions/282238.png","ImageObject",442,249,{"name":88,"@type":89},"Finn","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-19","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",8,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"When does the SAFE automatically convert following an Equity Financing?","Question",{"text":109,"@type":110},"If Equity Financing occurs before termination, the SAFE converts at the initial closing into the greater of shares computed using the Standard Preferred Price and, when applicable, shares computed using the valuation cap or discount conversion price.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"What happens to the SAFE upon a Public Offering?",{"text":114,"@type":110},"On a Public Offering before termination, the SAFE automatically converts into Common Stock shares equal to the Purchase Amount divided by the Public Offering Conversion Price. The investor must enter a lock-up or market-standoff agreement satisfactory to the relevant underwriters or transaction parties.",{"name":116,"@type":107,"acceptedAnswer":117},"How are proceeds determined in a Change of Control or Dissolution?",{"text":118,"@type":110},"In a Change of Control or Dissolution, the investor is entitled to receive either the Cash-Out Amount or the Conversion Amount, subject to liquidation priority. The company provides notice, and if the investor does not elect within the specified period, the conversion amount is deemed chosen.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},282238,1790051491,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":136,"language":137,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":138,"faqs":139,"seo_title":140,"seo_description":61,"update_tm":141,"read_time":76},34359740700684,"https://ap-avatar.wpscdn.com/avatar/1f400023980c374ae676?_k=1777273430885731487","SAFEx – Simple Agreement for Future Equity  \nTERMS AND CONDITIONS  \nEffective for each SAFE with a SAFE Date on or after January 24, 2021  \nThe following is a statement of the rights and obligations of the Investor and the conditions to which the SAFE is subject, and to which the Investor, by acceptance of the SAFE, agrees. Capitalized terms not defined in these Terms and Conditions have the meanings set forth in the SAFE to which these Terms and Conditions apply.  \n1. Events.  \n1.1 Equity Financing.  \n(a) If there is an Equity Financing before the termination of the SAFE, on the initial closing of such Equity Financing, the SAFE will automatically convert into the greater of:  \n(i) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the Standard Preferred Price; and  \n(ii) if the SAFE has a Valuation Cap (and the Conversion Price is less than the Standard Preferred Price) or a Discount, the Special Conversion Securities (or, at the Company’s election, the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the Conversion Price) .  \n(b) In connection with the automatic conversion of the SAFE into shares of Standard Preferred Stock or Special Conversion Securities, as applicable, the Investor will execute and deliver to the Company, and will be bound upon such conversion by the obligations in, 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 investing new money in the Company in connection with the Equity Financing, with appropriate variations for Shadow 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.  \n1.2 Public Offering. If there is a Public Offering before the termination of the SAFE, the SAFE will automatically convert into the number of shares of Common Stock equal to the Purchase Amount divided by the Public Offering Conversion Price. The Investor agrees to enter promptly into a “lock-up” or “market-standoff” agreement in a form satisfactory to the underwriters for the Initial Public Offering, the Company in a Direct Listing or the SPAC in a SPAC Transaction, as applicable.  \n1.3 Change of Control.  \n(a) If there is a Change of Control before the termination of the SAFE, the SAFE will automatically be entitled (subject to the liquidation priority set forth in Section 1.5 below) to receive a portion of Proceeds equal to, at the election of the Investor in compliance with the notice provisions below, either (i) the Cash-Out Amount; or  \n(ii) the Conversion Amount.  \n(b) The Company shall provide the Investor at least ten days’prior notice of the Change of Control, including the terms and conditions thereof that the Company deems material, and the Investor shall notify the Company within five days of that notice of its election under Section 1.3(a) . If the Investor fails to notify the Company of its election within such five days, the Investor shall be deemed to have elected to receive the Conversion Amount and will automatically be entitled (subject to the liquidation priority set forth in Section 1.5 below) to receive a portion of Proceeds equal thereto.  \n(c) If any of the holders ofthe Common Stock are given a choice as to the form and amount of Proceeds to be received in a Change of Control, the Investor will be given the same choice; provided that (i) such choice must be made within five days after the notice of the Change of Control from the Company, and (ii) the Investor may not  \nchoose 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 equity holders or under any applica","cbCaivlIkgKLFGnW","https://ap.wps.com/l/cbCaivlIkgKLFGnW","pdf",290831,9,"English","# Events\n## Equity Financing\n## Public Offering\n## Change of Control\n## Dissolution\n## Liquidation Priority","[{\"question\":\"When does the SAFE automatically convert following an Equity Financing?\",\"answer\":\"If Equity Financing occurs before termination, the SAFE converts at the initial closing into the greater of shares computed using the Standard Preferred Price and, when applicable, shares computed using the valuation cap or discount conversion price.\"},{\"question\":\"What happens to the SAFE upon a Public Offering?\",\"answer\":\"On a Public Offering before termination, the SAFE automatically converts into Common Stock shares equal to the Purchase Amount divided by the Public Offering Conversion Price. The investor must enter a lock-up or market-standoff agreement satisfactory to the relevant underwriters or transaction parties.\"},{\"question\":\"How are proceeds determined in a Change of Control or Dissolution?\",\"answer\":\"In a Change of Control or Dissolution, the investor is entitled to receive either the Cash-Out Amount or the Conversion Amount, subject to liquidation priority. The company provides notice, and if the investor does not elect within the specified period, the conversion amount is deemed chosen.\"}]","SAFEx - Simple Agreement for Future Equity - Terms and Conditions | PDF",1789570964]