INFINITI | Co-investing
Simple Agreement for Future Equity (SAFE)
The parties whose details are provided below (“Company” and “Investor,” respectively) have entered into this simple agreement for future equity (“SAFE”) on of the date of completion of the transaction in the blockchain (“Effective Date”).
“Purchase Amount” is Rewarded Amount in campaign.
“Post-Money Valuation Cap” is $[AMOUNT].
“Equity Financing Amount” is $[AMOUNT].
“Maturity Date” is [NUMBER] [years/months] after the Effective Date.
Other capitalized terms appearing in this SAFE are defined in Annex A, which is an integral part of this SAFE.
By: Is considered automatically signed at the time crypto assets are sent to the address specified in the campaign.
Date: Specified in the column "Created..." and dated the same moment as crypto assets are received to the address specified in the campaign.
Name: Specified in the column "by INFINITI Fund" in each campaign started by INFINITI Fund.
Title: Specified in a column under the campaign category
Address: TRC20 address specified by INFINITI Fund in each campaign.
By: Is considered automatically signed at the time crypto assets are sent to the address specified in the campaign.
Date: Is automatically dated the same moment as crypto assets are sent to the address specified in the campaign.
Name: Specified in the Name column when selecting a package or campaign amount with confirmation of transfer.
Email: Specified in the Email column when selecting a package or campaign amount with confirmation of transfer.
Address: Automatically received from the sender at the moment of sending crypto assets to the address specified in the campaign.
1.1 On or about the Effective Date, Investor will transfer the Purchase Amount in USDT (TRC20) crypto assets to the address specified by INFINITI Fund in the campaign.
2. EQUITY FINANCING
2.1 If there is an Equity Financing before the termination of this SAFE, this SAFE will automatically convert into the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price.
2.2 In connection with the automatic conversion of this SAFE into shares of SAFE Preferred Stock, Investor will execute and deliver to Company all of the transaction documents related to the Equity Financing, but only if those documents:
(a) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for SAFE Preferred Stock, if applicable; and
(b) have customary exceptions to any drag-along applicable to Investor, including limited representations, warranties, liability, and indemnification obligations for Investor.
3. LIQUIDITY EVENT
3.1 If there is a Liquidity Event before the termination of this SAFE, Company will, in accordance with the Liquidation Priority set forth in Section 5, pay to Investor a portion of the Proceeds equal to the greater of (a) the Purchase Amount or (b) the Conversion Amount.
3.2 If any of Company’s securityholders are given a choice as to the form and amount of the Proceeds to be received in a Liquidity Event, Investor will be given the same choice, except Investor may not choose to receive a form of consideration that Investor would be ineligible to receive as a result of Investor’s failure to satisfy any requirement or limitation generally applicable to Company’s securityholders, or under any applicable laws.
4. DISSOLUTION EVENT
4.1 If there is a Dissolution Event before the termination of this SAFE, Company will pay to Investor the Purchase Amount in accordance with the Liquidation Priority set forth in Section 5.
5. LIQUIDATION PRIORITY
5.1 In a Liquidity Event or Dissolution Event, this SAFE will operate as standard non-participating Preferred Stock, where Investor’s right to receive its Purchase Amount is:
(a) junior to payment of outstanding debts and creditor claims, including contractual claims for payment and convertible promissory notes, which are not actually or notionally converted into Capital Stock;
(b) on par with payments for other SAFEs and Preferred Stock and, if the applicable Proceeds are insufficient to permit such payments in full, the applicable Proceeds will be distributed pro rata to Investor and such other holders of SAFEs and Preferred Stock proportionally to the full payments that would otherwise be due; and
(c) senior to payments for common stock.
5.2 Investor’s right to receive its Conversion Amount is:
(a) on par with payments for common stock and other SAFEs and Preferred Stock that are also receiving Conversion Amounts or Proceeds on a similar as-converted-to-common-stock basis; and
(b) junior to payments described in Section 5.1(a) and Section 5.1(b) if such payments are Purchase Amounts or similar liquidation preferences.
6.1 This SAFE will automatically terminate upon one of the following events, whichever is earlier:
(a) the issuance of Capital Stock to Investor pursuant to the automatic conversion through the Equity Financing; or
(b) the payment, or setting aside for payment, of amounts owed to Investor in case of a Liquidity Event or Dissolution Event.
6.2 Termination of this SAFE will not relieve Company of any obligations arising from a prior breach of or non-compliance with the terms of this SAFE.
7. COMPANY’S REPRESENTATIONS AND OBLIGATIONS
7.1 Organization, Good Standing, and Qualification. Company is a corporation duly organized, validly existing, and in good standing under the laws of its state of incorporation. Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this SAFE, to perform under this SAFE, and to conduct its business as presently conducted. Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on Company’s business or properties.
7.2 Authorization. Company and its officers, directors, and shareholders have taken all corporate action necessary for the authorization, execution, and performance under this SAFE. This SAFE constitutes a legal, valid, and binding obligation of the Company, enforceable against 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.
7.3 Compliance with Other Instruments. Company’s authorization, execution, and performance under this SAFE will not constitute or result in a default, violation, conflict, or breach of any provision of:
(a) Company’s current certificate of incorporation or bylaws;
(c) any provision of any federal, state, or local statute, rule, or regulation applicable to Company.
7.4 Intellectual Property. Company owns or possesses, or will obtain as soon as practically possible, sufficient legal rights to all Intellectual Property that is necessary to conduct its business without any known conflict with, or infringement of, the rights of others. Company has not received any communications alleging that Company has violated or, by conducting its business, would violate any Intellectual Property of any other person.
8. INVESTOR’S REPRESENTATIONS
8.1 Requisite Power and Authority. Investor has the authority to authorize, execute, and perform under this SAFE and has taken all action required for the lawful execution of this SAFE. Upon its execution and delivery, this SAFE will be a valid, binding, and enforceable obligation of Investor, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, or similar laws relating to the enforcement of creditors’ rights or (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
8.2 Investment Representations. Investor represents that:
(a) Investor is not a U.S. Person;
(b) this SAFE was not offered to Investor in the United States;
(c) at the time of execution of this SAFE and the time of any offer to Investor to purchase the SAFE, Investor was located outside the United States;
(d) Investor is purchasing the SAFE for Investor’s own account and not for the account of or for the benefit of any U.S. Person;
(e) Investor is not an underwriter, dealer, distributor, or other person who is participating, pursuant to a contractual arrangement, in the distribution of the SAFE offered or sold in reliance on Regulation S;
(f) Investor understands that the offer and sale of the SAFE has not been registered under the Securities Act or any state securities laws;
(g) Investor understands that the SAFE is being offered and sold pursuant to Regulation S based in part on Investor’s representations in this section;
(h) Investor understands that this SAFE may not be offered, sold, or otherwise transferred in the United States or to U.S. Persons unless such offers, sales, and transfers are registered under the Securities Act and applicable state securities laws or are made under an available exemption from the registration requirements of those laws; and
(i) Investor has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Investor’s financial condition, and is able to bear the economic risk of such investment for an indefinite period of time.
9.1 Modification; Waiver. This SAFE may be modified, waived, or amended by written consent of Company and:
(a) Investor; or
(b) the Majority-in-Interest of all then-outstanding SAFEs with the same Post-Money Valuation Cap and Discount Rate as this SAFE, provided that:
(i) the Purchase Amount may not be amended, waived, or modified in this manner;
(ii) the consent of Investor and each holder of such SAFEs must be solicited (even if not obtained); and
(iii) such amendment, waiver or modification treats all such holders in the same manner.
9.2 Notices. If notices required by this SAFE to be in writing are provided using the Parties’ contact information on the signature page of this SAFE, such notices will be effective (a) immediately upon personal delivery or e-mail transmission, (b) 1 day after being deposited with a nationally recognized carrier assuring overnight delivery, or (c) 2 days after being sent by registered or certified mail, return receipt requested, postage prepaid.
9.3 Stockholder Rights and Corporate Governance. Investor, as a holder of this SAFE, is not entitled to vote or be deemed a holder of Capital Stock for any purpose other than tax purposes. Nothing in this SAFE will be construed to confer on Investor any rights of a Company stockholder, rights to vote for the election of directors or on any matter submitted to Company stockholders, to give or withhold consent to any corporate action or to receive notice of meetings until shares have been issued to Investor pursuant to an Equity Financing. However, if Company pays a dividend on outstanding shares of common stock (that is not payable in shares of common stock) while this SAFE is outstanding, Company will pay the Dividend Amount to Investor at the same time.
9.4 Tax Treatment. For U.S. federal and state income tax purposes 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, as amended. Accordingly, the parties agree to treat this SAFE consistently with the foregoing intent for all U.S. federal and state income tax purposes, including on their respective tax returns or other informational statements.
(a) Investor may assign this SAFE or any of its rights under it without Company’s consent to:
(i) Investor’s estate, heirs, executors, administrators, guardians, or successors in the event of Investor’s death or disability; or
(ii) to any other entity that controls, is controlled by, or is under common control with Investor, including any general partner, managing member, officer, or director of Investor or any venture capital fund now or later existing that is controlled by one or more general partners or managing members of, or shares the same management company with, Investor.
(b) Company may assign this SAFE or any of its rights under it without Investor’s consent in connection with a reincorporation to change Company’s domicile.
(c) Except as stated in Sections 9.8(a) and 9.8(b), neither party may transfer or assign this SAFE or any interest in it or delegate any of its duties under it to any third party without the prior written consent of the other party. Any attempted assignment, transfer or delegation without that consent will be void.
9.6 Successors and Assigns. This SAFE will be binding on the parties’ successors and assigns.
9.7 No Third-Party Beneficiaries. This SAFE has been entered into for the sole benefit of the parties and does not confer any benefits on any third parties.
9.8 Equitable Relief. The parties will have the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm. The parties may seek this relief even if an arbitration proceeding involving them is ongoing.
9.9 Survival. Termination of this SAFE does not release any party from liabilities or obligations set forth in the SAFE which the parties have expressly agreed would survive termination or remain to be performed.
9.10 Severability. If any of the provisions of this SAFE are or become illegal, unenforceable, or invalid, the remainder of this SAFE will remain in full force and effect without being impaired or invalidated.
9.11 Governing Law. This SAFE is governed by and construed in accordance with the Governing Law, excluding its conflict-of-laws provisions.
9.12 Counterparts. This SAFE may be executed in two or more counterparts, each of which will be deemed an original for the purposes of this SAFE.
9.13 Entire Agreement. This SAFE contains the entire understanding of the parties with respect to the matters contained in it and supersedes all previous agreements and undertakings of the parties relating to the same subject matter.
“Capital Stock” means the capital stock of Company, including its common stock and preferred stock.
“Change of Control” means:
(a) the reorganization, consolidation, or merger of Company in which the holders of Company’s outstanding voting securities before the closing of that event do not retain voting securities representing a majority of the voting power of the surviving entity;
(b) the sale, transfer, or exclusive license of all or substantially all of Company’s assets; or
(c) the sale of Capital Stock by Company’s existing stockholders, as a result of which more than 50% of Company’s outstanding voting shares of Capital Stock immediately following that transaction are owned by persons or entities that were not Company’s stockholders immediately prior to that transaction.
“Company Capitalization” is calculated as of immediately prior to the Equity Financing and (without double-counting, in each case calculated on an as-converted-to-common-stock basis) includes:
(a) all issued and outstanding shares of Capital Stock;
(b) all Converting Securities;
(c) all issued and outstanding Options;
(d) all Promised Options; and
(e) the Unissued Option Pool, except that any increase to the Unissued Option Pool in connection with the Equity Financing will only be included to the extent that the number of Promised Options exceeds the Unissued Option Pool prior to such increase.
“Conversion Amount” means the amount payable on the number of shares of common stock equal to the Purchase Amount divided by the Liquidity Price.
“Conversion Price” means either the SAFE Price (if any) or the Discount Price (if any), whichever calculation results in a greater number of shares of Safe Preferred Stock.
“Converting Securities” means this SAFE and other convertible securities that Company issues, including:
(a) other SAFEs;
(b) convertible promissory notes and other convertible debt instruments; and
(c) convertible securities that have the right to convert into shares of Capital Stock.
“Direct Listing” means Company’s initial listing of its common stock (other than shares of common stock not eligible for resale under Rule 144 under the Securities Act) on a national securities exchange by means of an effective registration statement on Form S-1 filed by Company with the SEC that registers shares of existing Capital Stock of Company for resale, as approved by Company’s board of directors.
“Discount Price” means the price per share of the Standard Preferred Stock sold in the Equity Financing multiplied by the Discount Rate.
“Dissolution Event” means:
(a) the onset of the Maturity Date;
(b) Company’s voluntary termination of operations;
(c) a general assignment for the benefit of Company’s creditors; or
(d) any other liquidation, dissolution, or winding up of Company (excluding a Liquidity Event).
“Dividend Amount” means the amount of dividend on Company’s outstanding common stock that is paid per share of common stock multiplied by (x) the Purchase Amount divided by (y) the Liquidity Price. The dividend date is treated as a Liquidity Event solely for purposes of calculating such Liquidity Price.
“Equity Financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which Company issues and sells preferred stock at a fixed valuation for an aggregate purchase price of at least the Equity Financing Amount.
“Initial Public Offering” means the closing of Company’s first firm commitment underwritten initial public offering of common stock pursuant to a registration statement filed under the Securities Act.
“Intellectual Property” means:
(a) copyrights in published and unpublished works, databases and data collections, mask work rights, software, website content, compilations, collective works, derivative works, and moral rights;
(b) patents, utility models, designs, and other industrial property rights;
(c) trademarks, service marks, trade dress, and associated goodwill;
(d) domain names;
(e) trade secrets, proprietary rights and processes, and know-how;
(f) all other intellectual and industrial property rights; and
(g) as applicable, all registrations, initial applications, renewals, extensions, continuations in whole and in part, reexaminations, divisions, and reissues of the rights enumerated in the preceding subsections (a)-(f).
“Liquidity Capitalization” is calculated as of immediately prior to the Liquidity Event and (without double-counting, in each case calculated on an as-converted-to-common-stock basis) includes:
(a) all issued and outstanding shares of Capital Stock;
(b) all issued and outstanding Options;
(c) all Promised Options to the extent they receive Proceeds; and
(d) all Converting Securities, other than any SAFEs and other convertible securities (including shares of preferred stock) where the holders of such securities are receiving Purchase Amounts or similar liquidation preference payments in lieu of Conversion Amounts or similar “as-converted” payments,
and excludes the Unissued Option Pool.
“Liquidity Event” means a Change of Control, Direct Listing, or Initial Public Offering.
“Liquidity Price” means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.
“Majority-in-Interest” means the holders of the applicable group of SAFEs whose SAFEs have a total Purchase Amount greater than 50% of the total Purchase Amount of all of such applicable group of SAFEs.
“Options” means options, restricted stock awards or purchases, restricted stock unit issuance agreements, stock appreciation rights agreements, warrants, or similar securities, vested or unvested.
“Proceeds” means cash and other assets that are proceeds from the Liquidity Event or the Dissolution Event and legally available for distribution.
“Promised Options” means promised but ungranted Options that are the greater of those:
(a) promised pursuant to agreements made prior to the execution of or in connection with:
(i) the term sheet or letter of intent for the Equity Financing or Liquidity Event, as applicable; or
(ii) if there is no term sheet or letter of intent, the initial closing of the Equity Financing or consummation of the Liquidity Event.
(b) in the case of an Equity Financing, treated as outstanding Options in the calculation of the Standard Preferred Stock’s price per share; or
(c) in the case of a Liquidity Event, treated as outstanding Options in the calculation of the distribution of the Proceeds.
“SAFE” means an instrument containing a future right to shares of Capital Stock similar in form and content to this SAFE and purchased by investors for the purpose of funding Company’s business operations.
“SAFE Preferred Stock” means the shares of the series of preferred stock issued to Investor in an Equity Financing having identical rights, privileges, preferences, and restrictions to the shares of Standard Preferred Stock, other than with respect to:
(a) the per-share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and
(b) the basis for any dividend rights, which will be based on the Conversion Price.
“SAFE Price” means the price per share equal to the Post-Money Valuation Cap divided by Company Capitalization.
“Securities Act” means the United States Securities Act of 1933, as amended.
“Standard Preferred Stock” means the shares of preferred stock issued to investors investing new money in Company in connection with the initial closing of the Equity Financing.
“Unissued Option Pool” means all shares of Capital Stock that are reserved, available for future grant, and not subject to any outstanding Options or Promised Options under any equity incentive or similar plan of Company.
“U.S. Person” has the meaning given in Regulation S, 17 C.F.R. § 230.901 et seq.
SAFE Scenarios (example)
Valuation Cap Discount Valuation & Discount Before conversion Pre-money valuation $ 90 000,00 $ 90 000,00 $ 90 000,00 Purchase Amount $ 10 000,00 $ 10 000,00 $ 10 000,00 Post-money valuation $ 100 000,00 $ 100 000,00 $ 100 000,00 After conversion Post-Money Valuation Cap $ 500 000,00 — $ 500 000,00 Post-Money Valuation $ 400 000,00 $ 600 000,00 $ 700 000,00 Discount — 80% 80% SAFE 2,50% 2,08% 2,00% $ 400 000,00 - value to change