The Simple Agreement for Future Equity (SAFE) has become an increasingly popular investment instrument in Nigeria's growing startup ecosystem. This document is specifically designed for early-stage companies seeking to raise capital without immediately setting a valuation or issuing equity. It provides a legally compliant framework under Nigerian law for investors to fund startups in exchange for the right to future equity, typically converting during a subsequent priced equity round. The agreement balances the need for legal certainty under Nigerian corporate law with the flexibility required for early-stage investment. It includes essential provisions regarding investment amount, conversion mechanics, company representations, and investor rights, while ensuring compliance with Nigerian regulatory requirements, including those under CAMA 2020 and relevant securities regulations.
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1. Parties: Identification of the company and the investor, including full legal names and addresses
2. Background: Context of the agreement, including the company's business and the investor's intention to invest
3. Definitions: Key terms used throughout the agreement, including technical and financial terms
4. Investment Amount: Specification of the investment amount and payment terms
5. Events: Defines triggering events: equity financing, liquidity event, dissolution event, and their consequences
6. Conversion Mechanics: Details of how and when the investment converts to equity, including valuation calculations
7. Company Representations: Company's warranties about its legal status, authority, and compliance with Nigerian law
8. Investor Representations: Investor's warranties regarding investment capacity and compliance with applicable laws
9. Information Rights: Investor's rights to receive company information and financial statements
10. Assignment and Transfer: Rules regarding transfer of rights under the agreement
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution requirements
1. Most Favored Nation: Provision ensuring investor receives terms of any better SAFE issued later - use when requested by sophisticated investors
2. Pro-rata Rights: Right to participate in future financing rounds - include for strategic investors
3. Board Seat Rights: Rights to board representation upon conversion - use for major investors
4. Foreign Exchange Provisions: Special provisions for foreign currency considerations - include when investor is foreign
5. Tax Provisions: Specific tax treatment and obligations - include when significant tax implications exist
6. Confidentiality: Detailed confidentiality obligations - include when dealing with sensitive information
7. Anti-dilution Protection: Protection against dilution in specific scenarios - include for larger investments
1. Schedule A - Capitalization Table: Current capitalization of the company pre-investment
2. Schedule B - Investment Terms: Detailed terms including valuation cap, discount rate, and conversion mechanics
3. Schedule C - Company Details: Corporate information including registration details, directors, and share capital
4. Schedule D - Conversion Rights: Detailed procedures and calculations for conversion scenarios
5. Schedule E - Required Corporate Actions: List of corporate actions needed to implement the agreement
6. Appendix 1 - Form of Notice: Template for formal notices under the agreement
7. Appendix 2 - Compliance Certificate: Template for company compliance certification
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