The Simple Agreement for Equity (SAFE) was originally developed by Y Combinator but has been adapted to comply with Philippine corporate and securities laws. This document is primarily used when a company, typically a startup, needs to raise capital quickly without the complexity of pricing shares or issuing convertible notes. It's particularly suitable for early-stage companies in the Philippines where valuation might be challenging to determine. The agreement includes essential elements such as investment amount, conversion mechanisms, valuation caps or discounts, and must comply with Philippine Securities and Exchange Commission regulations, the Corporation Code, and relevant investment laws. The SAFE has become increasingly popular in the Philippine startup ecosystem as it offers flexibility while providing adequate protection for both investors and companies.
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1. Parties: Identifies the company and the investor(s) entering into the SAFE agreement
2. Background: Explains the context of the agreement - that the investor wishes to invest in the company through a SAFE instrument
3. Definitions: Defines key terms used throughout the agreement, including 'Equity Financing', 'Liquidity Event', 'Dissolution Event', and 'Conversion Price'
4. Investment Amount: Specifies the investment amount and when/how it will be paid
5. Events and Conversion: Details the various triggering events (equity financing, liquidity event, dissolution) and how the SAFE converts in each scenario
6. Conversion Mechanics: Specifies the technical process of how conversion will occur, including calculation methods and timing
7. Company Representations: Standard representations about the company's authority to enter into the agreement and its valid formation
8. Investor Representations: Investor's confirmations regarding investment sophistication and understanding of risks
9. General Provisions: Standard clauses including notices, amendments, governing law, and assignment restrictions
1. Most Favored Nation: Optional provision ensuring the investor gets the benefit of more favorable terms granted to future SAFE holders
2. Pro-rata Rights: Gives the investor the right to participate in future funding rounds, typically added for strategic investors
3. Information Rights: Grants investors rights to receive certain company information, usually included for larger investments
4. Board Seat Rights: Provides for observer or voting rights on the board, typically for significant investments
5. Transfer Restrictions: Additional restrictions on the transfer of SAFE rights, used when company wants more control over potential future shareholders
6. Dispute Resolution: Detailed arbitration or mediation procedures, added when parties want to specify alternative dispute resolution methods
1. Schedule A - Investment Details: Details of the investment amount, valuation cap, and/or discount rate
2. Schedule B - Conversion Calculations: Detailed examples and formulas for calculating conversion in different scenarios
3. Schedule C - Capitalization Table: Current capitalization of the company and pro forma calculations
4. Appendix 1 - Form of Notice: Template for notices regarding triggering events or conversion
5. Appendix 2 - Subscription Form: Form to be completed upon conversion to equity
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