Kurdify SAFE (Post-Money, Cap Only)
Before signing: this reproduces the standard YC Post-Money SAFE (Valuation Cap Only) with Kurdify's terms filled in, so it can be presented and discussed. For execution, download the always-current official .docx from ycombinator.com/documents ("Postmoney Safe - Valuation Cap Only") and have a startup/securities lawyer in the governing jurisdiction review it. Fill the [bracketed] fields.
Fill-sheet (copy these exact values into the official YC SAFE)
Company: [Kurdify holdco legal name], a [Delaware corporation / ADGM company]
Investor: [Investor legal name]
Purchase Amount: $[e.g. 50,000]
Post-Money Valuation Cap: $6,500,000
Discount Rate: N/A (Valuation-Cap-only version)
Date: [signing date]
State of Governing Law: [Delaware / ADGM]
Company signatory: [Founder name], [Title, e.g. CEO]Everything else in the YC document stays as-is (standard clauses). Sign and collect the wire through Clerky, AngelList, or Odin; never into a personal account.
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
[COMPANY LEGAL NAME]
SAFE (Simple Agreement for Future Equity)
THIS CERTIFIES THAT in exchange for the payment by [Investor legal name] (the "Investor") of $[Purchase Amount] (the "Purchase Amount") on or about [Date], [Company legal name], a [Delaware corporation / ADGM company] (the "Company"), issues to the Investor the right to certain shares of the Company's Capital Stock, subject to the terms set out below.
The "Post-Money Valuation Cap" is $6,500,000. See Section 2 for certain additional defined terms.
1. Events
(a) Equity Financing. If there is an Equity Financing before this Safe terminates, on the initial closing of such Equity Financing, this Safe will automatically convert into the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. In connection with the automatic conversion, the Investor will execute and deliver to the Company all transaction documents related to the Equity Financing, provided that such documents are the same as those entered into with the other investors, with appropriate variations for the Safe if applicable, and have customary exceptions to any drag-along applicable to the Investor.
(b) Liquidity Event. If there is a Liquidity Event before this Safe terminates, the Investor will automatically be entitled (subject to the liquidation priority in Section 1(d)) to receive a portion of Proceeds, due and payable immediately prior to or concurrent with the Liquidity Event, equal to the greater of (i) the Purchase Amount (the "Cash-Out Amount") or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the "Conversion Amount"). If any Proceeds are not enough to pay all Cash-Out Amounts in full, the available Proceeds will be distributed pro rata to the investors in proportion to their Purchase Amounts.
(c) Dissolution Event. If there is a Dissolution Event before this Safe terminates, the Investor will automatically be entitled to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable immediately prior to the consummation of the Dissolution Event.
(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 (i) junior to payment of outstanding indebtedness and creditor claims, (ii) on par with payments for other Safes and/or Preferred Stock, and (iii) senior to payments for Common Stock.
(e) Termination. This Safe will automatically terminate immediately following the earliest to occur of (i) the issuance of Capital Stock to the Investor under Section 1(a); or (ii) the payment, or setting aside for payment, of amounts due under Section 1(b) or 1(c).
2. Definitions
"Capital Stock", "Common Stock", "Conversion Price", "Dissolution Event", "Equity Financing" (a bona fide transaction or series in which the Company issues and sells Preferred Stock for the principal purpose of raising capital), "Liquidity Event" (a Change of Control or IPO), "Liquidity Price", "Proceeds", "Safe", "Safe Preferred Stock" and related terms have the meanings given in the official YC Post-Money Safe (Valuation Cap Only). The "Conversion Price" is the Safe Price (Post-Money Valuation Cap divided by the Company Capitalization) or the Discount Price; here, Valuation-Cap-only, so the Safe Price applies.
3. Company Representations
The Company is duly incorporated, validly existing and in good standing; has the power and authority to enter into and perform this Safe; execution does not conflict with law or its charter; and, to its knowledge, it owns or possesses sufficient rights to its material intellectual property for its business as now conducted.
4. Investor Representations
The Investor has full legal capacity, power and authority to enter into this Safe; is an accredited investor (or otherwise eligible under applicable law); is purchasing for its own account for investment, not with a view to distribution; and can bear the economic risk, including total loss.
5. Miscellaneous
This Safe sets forth the entire agreement on its subject matter; may be amended only with the written consent of the Company and either the Investor or the majority-in-interest of then-outstanding Safes with the same terms; is governed by the laws of [Delaware / ADGM]; neither party may transfer it without the other's consent (except the Investor to an affiliate); and it may be executed in counterparts, including electronically.
IN WITNESS WHEREOF, the parties have executed this Safe as of the date first set forth above.
COMPANY: [Company legal name]
By: __________________________ Name: [Founder name] Title: [e.g. CEO]
Address / Email: ____________________
INVESTOR:
By: __________________________ Name: ____________________
Email: ____________________