Parties
Issuer
GutterIQ, LLC
Wyoming Limited Liability Company
Pre-Revenue Stage
[Address to be completed]
Investor
[Investor Name]
[Entity type or Individual]
[Address to be completed]
Key Economic Terms
| Term |
Detail |
|
Security Type
Y Combinator SAFE form, Post-Money
|
SAFE |
|
Purchase Amount
Total aggregate investment in this offering
|
$250,000 |
|
Valuation Cap
Maximum Company valuation at conversion
|
[TBD] |
|
Discount Rate
Applied to next equity round price if lower than cap-implied price
|
20% |
|
MFN Clause
Most Favored Nation — if future SAFEs are on better terms, this SAFE automatically updates
|
Yes, included |
|
Pro-Rata Rights
Right to participate in future priced rounds up to ownership %
|
Included (Major Investor threshold TBD) |
|
Information Rights
Annual financials delivered within 120 days of fiscal year-end
|
Annual unaudited financials |
|
Governing Law
|
State of Wyoming |
Conversion triggers: The SAFE converts to equity upon (i) a Priced Equity Round, (ii) a Liquidity Event, or (iii) a Dissolution Event, each as defined in the standard Y Combinator Post-Money SAFE agreement. Conversion price equals the lower of the Valuation Cap ÷ Post-Money Capitalization and the Discount Rate applied to the next round price.
Additional Provisions
-
No Interest. This SAFE does not bear interest and does not have a maturity date. It is not a debt instrument.
-
No Voting Rights. The Investor has no voting or governance rights until the SAFE converts to equity at a Conversion Event.
-
Transfer Restrictions. The SAFE and any rights thereunder may not be transferred without prior written consent of the Company, except to affiliates or in connection with estate planning.
-
Definitive Agreement. This summary is non-binding. Closing is subject to execution of the definitive SAFE agreement in the Y Combinator standard form (Post-Money), satisfactory due diligence, and Company board approval.
Agreed & Acknowledged
Investor
Printed Name & Title / Entity