casemark/safe-agreement
skills/legal/safe-agreement/SKILL.md
Drafts Simple Agreements for Future Equity (SAFE) for early-stage venture capital financing with valuation cap/discount mechanics, investor qualifications, and securities compliance. Use when drafting SAFEs, pre-seed investment documents, convertible equity instruments, or YC-style SAFE notes.
$ install --global
skillsauthnpx skillsauth add casemark/skills safe-agreementInstall this skill globally with one command. Works with Claude Code, Cursor, and Windsurf.
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Last scanned: Apr 17, 2026, 2:17 PM8.7s1 file scanned
SKILL.md
- name:
- safe-agreement
- description:
- Drafts Simple Agreements for Future Equity (SAFE) for early-stage venture capital financing with valuation cap/discount mechanics, investor qualifications, and securities compliance. Use when drafting SAFEs, pre-seed investment documents, convertible equity instruments, or YC-style SAFE notes.
Simple Agreement for Future Equity (SAFE)
Drafts a SAFE granting investors future equity rights upon triggering events — no immediate ownership, no debt.
Quick Start
Gather before drafting:
- Company — legal name per certificate of incorporation, jurisdiction, state of formation
- Investor — legal name, entity type, accredited investor basis
- Economics — purchase amount, valuation cap, discount rate (if any)
- Cap table — existing SAFEs, convertible notes, fully-diluted share count
- Special terms — MFN clause, pro rata rights, side letters
Document Structure
Header & Recitals
| Element | Requirement | |---|---| | Company ID | Full legal name matching certificate of incorporation, entity type, jurisdiction | | Investor ID | Legal name, entity type, capacity to contract | | Purchase amount | Exact dollar figure | | Core exchange | Capital → contractual right to future equity; state explicitly: no debt, no interest, no current stockholder status |
Conversion Mechanics
Three triggering events:
1. Equity Financing (automatic)
- Converts into preferred stock of same series issued to new investors
- Conversion price = lesser of:
- Cap price: Valuation Cap ÷ Pre-money fully-diluted capitalization
- Discount price: Price per share × (1 − Discount Rate)
- Shares = Purchase Amount ÷ Conversion Price
- Include worked numerical example
2. Liquidity Event (acquisition/merger/IPO)
- Investor elects: cash = Purchase Amount OR common stock = Purchase Amount ÷ Liquidity Price
- Specify election timeline and default
3. Dissolution
- Cash = Purchase Amount, pre-dissolution
- Priority: senior to common, subordinate to creditors/debt
Valuation Terms
| Term | Function | |---|---| | Valuation Cap | Ceiling on conversion valuation; larger stake if valuation exceeds cap | | Discount Rate | Reduction from new investor price; rewards early risk | | Interaction | Cap and discount are alternative (not additive); investor gets better result |
Representations
Investor:
- [ ] Investment purpose (not for resale — supports private placement exemption)
- [ ] Accredited status — individual (income/net worth) or entity (assets/equity owner/institutional)
- [ ] Risk acknowledgments: speculative, total loss, illiquid, indefinite hold
- [ ] Sophistication or qualified advisors
Company:
- [ ] Valid incorporation and good standing
- [ ] Corporate power and authority
- [ ] Board/stockholder approvals obtained
- [ ] Binding obligation (standard bankruptcy/equitable exceptions)
- [ ] No conflict with charter, material contracts, or law
Rights & Restrictions
Pre-conversion — no stockholder rights (no voting, dividends, distributions, preemptive rights).
Transfer — no transfer without written consent; unauthorized = void. Optional exceptions for affiliates, estate planning, retirement accounts.
Securities — unregistered; restrictive legends required; investor acknowledges illiquidity.
Administrative Provisions
| Provision | Standard | |---|---| | Governing law | State of incorporation or principal place of business | | Disputes | Litigation venue OR arbitration (rules, count, seat, costs) | | Amendments | Written, signed by both parties | | Waivers | Explicit, written; no implied waiver | | Integration | Entire agreement; supersedes prior negotiations | | Notices | Email, certified mail, or courier; specify addresses; deemed-received rules | | Severability | Reform invalid provisions; remainder survives |
Signature Blocks
Both Company and Investor: signature, printed name, title (entities), date.
Checks
- Defined terms — capitalize consistently; define before first use
- Math precision — conversion formulas unambiguous to any financial professional
- Cross-references — verify all internal section references
- No placeholders — replace all
[brackets]before finalizing - YC compatibility — if referencing YC SAFEs, align with applicable template version (post-money vs. pre-money) and flag deviations
- Securities exemptions — confirm federal exemption (Reg D 506(b)/506(c)) and state blue sky requirements
- MFN conflicts — check prior SAFEs for MFN clauses that could trigger
- Missing info — identify gaps and request from user before finalizing
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