Simple Agreement For Equity In Allegheny
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SAFE Note Example For example, an investor purchases a SAFE note from your startup with a valuation cap of $10M. Your company's value is set at $20M at $10/share during the subsequent funding round. The SAFE note will convert based on the valuation cap of $10M.
SAFE Example The SAFE investor would receive 6,250 shares under the 20% discount rate term in their agreement, or 15,000 shares if they had a valuation cap of $4 million. If an Investor had both features included in their SAFE agreement, the investor would likely choose the valuation cap and receive 15,000 shares.
How to negotiate a SAFE agreement Understand the terms and conditions. Create a term sheet that outlines the conditions you're willing to accept and those you want to negotiate. Align interests with investors. Find investors who offer more than just capital. Come in with a plan. Focus on building relationships.
For example, if a SAFE has a valuation cap of $10 million, and your startup's next financing round values the company at $15 million, the SAFE investor's equity will be calculated based on the $10 million cap, not the $15 million valuation.
An equity agreement, often referred to as a shareholder agreement or a shared equity agreement, is a legal contract that defines the relationship between a company and its shareholders. It specifies the rights, duties, and protections of shareholders, as well as the operational procedures of the company.
For instance, SAFEs typically do not include provisions for debt repayment in the event of company liquidation, leaving investors with little to no recourse if a startup fails. This lack of security can deter investors who are risk-averse or those who prefer to have some form of downside protection.
Potential for misalignment: SAFE agreements can sometimes lead to misalignment between founders and investors, particularly if the future valuation doesn't meet expectations. Investors may feel they've overpaid if the company's valuation is lower than anticipated at the conversion event.
Because Safes have no maturity date, the traditional critique is that investors can end up in 'no mans' land if the company fails to secure additional financing (thus Safe holders have no option to convert or receive back principal - they just sit there with their SAFE indefinitely).
Draft the equity agreement, detailing the company's capital structure, the number of shares to be offered, the rights of the shareholders, and other details. Consult legal and financial advisors to ensure that the equity agreement is in line with all applicable laws and regulations.
Like all early-stage investments, SAFEs can be especially risky because when you provide the funding, you don't end up owning anything. In the event of a liquidation or wind-down, you may get nothing if the SAFE hasn't already converted.
