SOLE SURVIVORS LLC
Simple Agreement for Future Membership Interests (LLC SAFE)
THIS CERTIFIES THAT, in exchange for the payment by the Investor of the Purchase Amount (the “Purchase Amount”), Sole Survivors LLC, a Florida limited liability company (the “Company”), hereby issues to the Investor the right to receive Membership Interests of the Company, subject to the terms set forth below.
1. DEFINITIONS
“Company” means Sole Survivors LLC, a Florida limited liability company.
“Investor” means the undersigned purchaser of this SAFE.
“Purchase Amount” means the amount paid by the Investor to the Company pursuant to this SAFE.
“Valuation Cap” means Eight Million Dollars ($8,000,000).
“Qualified Financing” means the Company’s first bona fide equity financing resulting in the issuance of equity securities for cash.
“Change of Control Event” means (i) a merger or consolidation, (ii) sale of substantially all assets, or (iii) sale of a majority of the Company’s equity interests.
2. CONVERSION TO MEMBERSHIP INTERESTS
Automatic Conversion
This SAFE will automatically convert into Membership Interests of the Company (or equity securities of a successor corporation) upon the earlier of:
- (a) a Qualified Financing, or
- (b) the Company’s conversion to a corporation
Conversion Price
The conversion price shall be determined based on the lower of:
- (i) the price implied by the Valuation Cap, or
- (ii) the price paid by new investors in the Qualified Financing.
3. CHANGE OF CONTROL EVENT
If a Change of Control Event occurs prior to conversion, the Investor shall, at their election, receive either:
- (a) a cash payment equal to the Purchase Amount, or
- (b) conversion of this SAFE into Membership Interests (or equivalent equity) immediately prior to such event.
4. DISSOLUTION EVENT
If the Company dissolves prior to conversion, the Investor shall be entitled to receive repayment of the Purchase Amount from remaining assets, after payment of Company liabilities, on a pro-rata basis with other SAFE holders.
5. NO OWNERSHIP OR CONTROL RIGHTS PRIOR TO CONVERSION
This SAFE does not grant the Investor:
- voting rights
- management rights
- information rights
- board rights
prior to conversion.
6. REPRESENTATIONS
By the Company
The Company represents that:
- it is duly organized and authorized to enter this Agreement, and
- this SAFE constitutes a valid and binding obligation of the Company.
By the Investor
The Investor represents that:
- they are acquiring this SAFE for investment purposes only, and
- they understand the speculative nature of the investment and can bear the risk of loss.
7. INTELLECTUAL PROPERTY
All intellectual property, characters, stories, trademarks, copyrights, and creative assets related to Sole Survivors remain the exclusive property of the Company.
8. MISSION ACKNOWLEDGMENT (OPTIONAL BUT RECOMMENDED)
The Investor acknowledges that Sole Survivors LLC is a mission-driven organization focused on education, empowerment, and health advocacy, and agrees that nothing in this SAFE shall interfere with the Company’s mission-aligned initiatives.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.
10. ENTIRE AGREEMENT
This SAFE constitutes the entire agreement between the parties and supersedes all prior discussions or agreements. Any amendment must be in writing and signed by both parties.
SIGNATURES
COMPANY:
Sole Survivors LLC
By: ____________________________
Name: Gary Forbes
Title: Managing Member
Date: __________________________
INVESTOR:
Name: __________________________
Signature: _____________________
Date: __________________________