SAFE — Simple Agreement for Future Equity (Post-Money, India)

Source: https://lexvio.ai/library/safe-post-money-india

LICENCE: Free to use, copy, modify and redistribute, including commercially, without attribution.

DISCLAIMER: Provided as-is as a drafting starting point. This is not legal advice and does not create an attorney-client or advocate-client relationship. Indian law is fact- and state-specific — stamp duty, registration and several employment obligations vary by state. Have a qualified advocate or company secretary review any document before you sign it.

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SIMPLE AGREEMENT FOR FUTURE EQUITY

This Simple Agreement for Future Equity (this "SAFE") is entered into on
{{EXECUTION_DATE}} between {{COMPANY_NAME}}, a company incorporated under the
Companies Act 2013 having its registered office at {{COMPANY_ADDRESS}} (the
"Company"), and {{INVESTOR_NAME}}, having {{INVESTOR_ADDRESS}} (the
"Investor").

In consideration of the Investor's payment of ₹{{PURCHASE_AMOUNT}} (the
"Purchase Amount") to the Company, the Company hereby issues to the Investor
the right to certain Equity Shares of the Company, subject to the terms below.

1. EVENTS

1.1 Equity Financing. If the Company consummates a bona fide preferred-equity
financing with aggregate proceeds of not less than ₹{{QUALIFIED_FINANCING_FLOOR}}
(a "Qualified Equity Financing") while this SAFE is outstanding, then on the
closing of such financing the Investor shall receive a number of Equity Shares
equal to the Purchase Amount divided by the Conversion Price.

    "Conversion Price" means the lower of (a) the Safe Price and (b) the
    Discount Price.

    "Post-Money Valuation Cap" means ₹{{VALUATION_CAP}}.

    "Safe Price" means the price per share equal to the Post-Money Valuation
    Cap divided by the Company Capitalisation immediately prior to the
    Qualified Equity Financing.

    "Discount Price" means the price per share of the Standard Preferred
    Shares sold in the Qualified Equity Financing multiplied by {{DISCOUNT_PERCENT}}%.

1.2 Liquidity Event. If a Liquidity Event occurs before the Qualified Equity
Financing, the Investor will, at its option, receive either (i) the Purchase
Amount (the "Cash-Out Amount") or (ii) a number of Equity Shares equal to the
Purchase Amount divided by the Liquidity Price, where "Liquidity Price"
means the Post-Money Valuation Cap divided by the Liquidity Capitalisation.

1.3 Dissolution Event. On a Dissolution Event the Cash-Out Amount becomes
due and payable to the Investor immediately prior to or concurrent with the
consummation of the Dissolution Event, junior to indebtedness and pari passu
with other SAFEs.

2. COMPANY REPRESENTATIONS

2.1 The Company is duly incorporated and validly existing under the laws of
India.

2.2 The execution, delivery and performance of this SAFE has been duly
authorised by all necessary corporate action.

2.3 To the Company's knowledge, the execution and performance of this SAFE
will not violate any law applicable to the Company in any material respect.

3. INVESTOR REPRESENTATIONS

3.1 The Investor has full legal capacity, power and authority to execute and
deliver this SAFE.

3.2 The Investor is acquiring the SAFE for its own account, for investment
purposes, and not with a view to distribution.

3.3 The Investor confirms compliance with the Foreign Exchange Management
Act 1999 and related RBI guidelines (where applicable) for the Purchase Amount
remittance.

4. MISCELLANEOUS

4.1 This SAFE shall be governed by the laws of India. Any dispute arising
under this SAFE shall be resolved by arbitration under the Arbitration and
Conciliation Act 1996, seated at {{SEAT_OF_ARBITRATION}}, by a sole arbitrator
mutually appointed by the Parties.

4.2 This SAFE represents the entire understanding between the Parties with
respect to the subject matter hereof. Any amendment must be in writing and
signed by both Parties.

4.3 This SAFE may be executed in counterparts, each of which shall be deemed
an original.

IN WITNESS WHEREOF, the Parties have executed this SAFE as of the date first
written above.

For {{COMPANY_NAME}}                          For {{INVESTOR_NAME}}

By: ______________________                    By: ______________________
Name: {{COMPANY_SIGNATORY}}                   Name: {{INVESTOR_SIGNATORY}}
Title: {{COMPANY_SIGNATORY_TITLE}}            Title: {{INVESTOR_SIGNATORY_TITLE}}