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Agreement For Future Equity for New Zealand

Agreement For Future Equity Template for New Zealand

A New Zealand-compliant Agreement for Future Equity (SAFE) is a standardized investment instrument used for early-stage company funding, structured under New Zealand law and regulatory requirements. This agreement provides investors with rights to future equity in the company rather than immediate shareholding or debt conversion rights. The document incorporates specific provisions to comply with New Zealand's Companies Act 1993 and Financial Markets Conduct Act 2013, while maintaining the simplicity and flexibility that makes SAFEs attractive for startup funding.

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What is a Agreement For Future Equity?

The Agreement for Future Equity (SAFE) has become increasingly popular in New Zealand's startup ecosystem as a streamlined alternative to convertible notes. This document is typically used when a company seeks early-stage funding but wants to defer the complexity of establishing a company valuation and implementing immediate equity arrangements. The SAFE agreement, while maintaining compliance with New Zealand corporate and securities laws, provides a mechanism for investment to convert into equity at a later date, usually during a priced equity funding round. It includes essential terms such as valuation caps, discount rates, and conversion mechanisms, while incorporating specific provisions required under New Zealand law. This instrument is particularly suitable for high-growth startups seeking quick access to capital without the immediate complexity of share issuance or the burden of debt.

What sections should be included in a Agreement For Future Equity?

1. Parties: Identifies the company and the investor(s) entering into the SAFE agreement

2. Background: Sets out the context of the agreement, including the company's intention to raise capital and the investor's willingness to provide funding

3. Definitions: Defines key terms used throughout the agreement, including 'Equity Financing', 'Liquidity Event', 'Dissolution Event', and 'Post-Money Valuation Cap'

4. Purchase Amount: Specifies the investment amount and payment terms

5. Events and Conversion: Details the various trigger events (equity financing, liquidity event, dissolution) and the corresponding conversion or payout mechanisms

6. Company Representations: Company's warranties regarding its authority, corporate status, and ability to enter into the agreement

7. Investor Representations: Investor's warranties regarding their authority and sophistication

8. General Provisions: Standard legal provisions including notices, amendments, assignment, and governing law

What sections are optional to include in a Agreement For Future Equity?

1. Most Favored Nation: Optional provision ensuring the investor receives the benefit of more favorable terms given to future SAFE holders

2. Pro Rata Rights: Grants the investor the right to participate in future equity financing rounds

3. Board Observer Rights: Gives the investor the right to attend and observe board meetings

4. Information Rights: Provides the investor with rights to receive certain company financial information

5. Founders' Representations: Additional warranties from the company founders, typically used for early-stage investments

6. Transfer Restrictions: Additional restrictions on the transfer of rights under the SAFE

What schedules should be included in a Agreement For Future Equity?

1. Schedule 1: Investment Terms: Details of the investment amount, valuation cap, and/or discount rate

2. Schedule 2: Company Details: Corporate information including company number, registered office, and current capitalization

3. Schedule 3: Conversion Mechanics: Detailed calculations and examples of how conversion will work in different scenarios

4. Appendix A: Disclosure Schedule: Any specific disclosures or exceptions to the company's representations

5. Appendix B: Form of Participation Notice: Template notice for exercising pro-rata rights (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

New Zealand

Document Type

Equity Agreement

Cost

Free to use

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