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

Y-Combinator post-money SAFE adapted for an Indian private company. Use for pre-seed / seed convertibles where you want speed + valuation cap without the friction of priced rounds. Pair with a ROFR side-letter if existing investors require one.

Jurisdiction

India

Length

538 words

Licence

Free reuse, no attribution

Last reviewed

2026-08-19

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}}

Licence & disclaimer

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

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.

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

Licence & disclaimer

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