Simple Agreement For Future Equity Safe

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SIMPLE AGREEMENT FOR FUTURE EQUITY

This Simple Agreement for Future Equity (“SAFE”) is made and entered into as of {{date_of_agreement}} (the “Effective Date”) by and between {{company_legal_name}}, a company duly incorporated under the laws of {{country_of_incorporation}}, with its registered office at {{company_registered_address}} (the “Company”), and {{investor_legal_name}}, duly incorporated/registered under the laws of {{investor_country_of_incorporation}}, with its registered office at {{investor_registered_address}} (the “Investor”).

1. Investment Amount

The Investor hereby transfers to the Company {{currency}} {{investment_amount}} ({{investment_amount_words}}), (the “Purchase Amount”) on the Effective Date.

The Company will issue to the Investor a SAFE that entitles the Investor to certain shares of the Company's capital stock, subject to the terms and conditions set forth herein.

2. Events

2.1. Equity Financing. If there is an Equity Financing (as defined below) before the termination of this SAFE, the Company will automatically issue to the Investor shares of the Company's capital stock equal to the Purchase Amount divided by the Conversion Price.

“Equity Financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells preferred shares to investors.

3. Valuation Cap; Discount Rate

3.1. Valuation Cap. The “Valuation Cap” is {{currency}} {{valuation_cap_amount}} ({{valuation_cap_amount_words}}).

3.2. Discount Rate. The “Discount Rate” is {{discount_rate_percentage}}%.

4. Liquidity Event

If there is a Liquidity Event (as defined below) before the termination of this SAFE, the Investor will, at its option, elect to receive either:

(i) a cash payment equal to the Purchase Amount (the “Cash-Out Amount”); or

(ii) convert the Purchase Amount into shares of the Company's capital stock at a price equal to the Liquidity Price.

“Liquidity Event” means a Change of Control or an IPO (each as defined in the Company's governing documents or generally accepted in venture capital practice).

5. Termination

This SAFE will terminate upon the earlier of:

(a) the issuance of capital stock to the Investor pursuant to Section 2.1;

(b) the payment of the Cash-Out Amount pursuant to Section 4; or

(c) the conversion of the Purchase Amount into shares pursuant to Section 4.

6. Miscellaneous

This SAFE constitutes the entire agreement between the Investor and the Company regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This SAFE may not be amended, modified, or terminated except by a written agreement executed by both the Company and the Investor. This SAFE shall be governed by and construed in accordance with the laws of South Africa, without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the courts located in {{city}}, South Africa, for the resolution of any disputes arising under this SAFE.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

For the Company:

___________________________

{{company_signatory_name}}

{{company_signatory_title}}

{{company_legal_name}}

For the Investor:

___________________________

{{investor_signatory_name}}

{{investor_signatory_title}}

{{investor_legal_name}}