In SAFE, can I give the money back and terminate the contract, or does an investor have to agree with it?

Probably not easily.

But … every SAFE is different (unfortunately — this is my #1 issue with them). One convertible note I was given to sign (not a SAFE, but a note, but really almost same thing) did say the company can return the money at $1 for $1 at any time until the next round. So I’ve seen it.

And one key point: many / most SAFEs and convertible debt instruments are amendable and/or convertible by some subset of all the note holders / SAFE holders / “investors”, e.g. 50% of them. The standard YC form on the YC website doesn’t seem to have this, but almost all Silicon Valley lawyers add it to the forms as a “best practice”.

You sort of need that, I guess, to deal with new issues that come up. Requiring 100% of all SAFEs / note holders to agree to any changes would be administratively almost impossible.

Giving the money back with no gains if the investors don’t want their money back isn’t cool.

But SAFE’s are often pretty risky for investors in subtle ways. I’ve seen them amended “under me” twice and it’s not super cool. It’s generally been done to favor new investors over previous investors.

SAFEs aren’t equity. Nor are promissory notes. They lack a lot of protections because of that. It’s often not that big of a deal if your investment is small. But …

It’s a risk.

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So for me personally, if it’s a small check, anything is sort of OK here. If it’s a medium check, I’ll do a SAFE, but I need to get the lawyers involved to review it and sometimes draft an amendment (which in the end, can cost just as much as equity). And if the check is $1m or more, I just won’t do a SAFE.

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Published on July 22, 2018

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