Effective Date: 04/01/2026
THIS IS A DRAFT TEMPLATE AND NOT A BINDING AGREEMENT. Review with qualified legal counsel before use in any transaction.
This Simple Agreement for Future Equity (this "SAFE") is entered into as of [Date] by and between:
Company: FAST5 USA Football, a California LLC (the "Company")
Investor: [Full legal investor name] (the "Investor")
In consideration of the payment by the Investor of [Purchase Amount] on or about the date of this SAFE, the Company issues to the Investor the right to certain shares of the Company's capital stock, subject to the terms below.
The Investor will pay the Company $2,500 (the "Purchase Amount").
This SAFE is intended to be used as a [choose one: valuation cap SAFE / discount SAFE / cap and discount SAFE / MFN SAFE].
If applicable, the economic terms are:
If the Company closes a bona fide preferred stock financing or other priced equity round before this SAFE terminates (an "Equity Financing"), this SAFE will automatically convert into the number of shares of the class of capital stock sold in that Equity Financing determined under the pricing mechanics set out in the definitive financing documents or this SAFE's selected economic terms.
If both a valuation cap and discount are included, the conversion price should be based on the method that results in the greater number of shares to the Investor, unless the parties agree otherwise in writing.
If there is a merger, acquisition, sale of substantially all assets, change of control, or similar liquidity event before conversion of this SAFE, the Investor will be entitled, subject to the definitive transaction documents and applicable law, to receive either:
whichever is greater, unless otherwise agreed in writing.
If the Company dissolves, winds up, or makes a general assignment for the benefit of creditors before this SAFE converts or terminates, the Investor will be entitled to receive the Purchase Amount, subject to the rights of creditors and the assets legally available for distribution.
This SAFE will terminate automatically upon the earliest to occur of:
The Investor represents and warrants that:
The Company represents and warrants that:
The Investor may not assign, transfer, or otherwise dispose of this SAFE without the prior written consent of the Company, except to certain permitted transferees such as affiliates, family entities, or by operation of law, unless otherwise stated in the final signed agreement.
Governing Law: This SAFE will be governed by the laws of California, without regard to conflict of law rules.
Amendments: Any amendment or waiver of this SAFE must be in writing and signed by the Company and the Investor, or as otherwise provided in a set of coordinated SAFE documents.
Notices: Notices under this SAFE must be sent to the contact details designated by each party.
Entire Agreement: This SAFE constitutes the entire agreement between the parties concerning its subject matter, except for any related side letter or ancillary agreement signed by the parties.
Counterparts and Electronic Signatures: This SAFE may be signed in counterparts and by electronic signature.
COMPANY
FAST5 USA Football
By: __________________________
Name: Ed Blount
Title: CEO
Date: ________________________
INVESTOR
[Full legal investor name]
By: __________________________
Name: [Name]
Title (if applicable): [Title]
Date: ________________________
Before signing, the parties should confirm the following business and legal points: