This Simple Agreement for Future Equity (the "SAFE" or "Agreement") is entered into in Lima, Republic of Peru, on ___ ________ 2026, by and between:
(a) AGILIZA 360 S.A.C., a closely-held corporation (sociedad anónima cerrada) duly incorporated under the laws of the Republic of Peru, Tax ID (RUC) No. ________________, (hereinafter, the "Company");
(b) Jose Enrique Vera Ferreyros, DNI No. __________, domiciled at __________________________, also known as "Kike", acting in his capacity as co-founder and investor of the Company (hereinafter, the "Investor").
The Company is an artificial intelligence technology company focused on the restaurant sector, providing automated reservation systems and customer engagement platforms.
The Company requires working capital for product development and commercial expansion at the pre-seed stage.
The Investor holds 20% of the Company's equity as a co-founder (subject to the vesting schedule set forth in the Shareholders' Agreement of even date). Separately, the Investor wishes to make an additional financial contribution as an investor, which shall be governed exclusively by this SAFE.
This SAFE does not grant the Investor shares, voting rights, or profit participation until the Conversion Event defined in Section IV occurs. This instrument does not constitute debt and does not accrue interest.
The Investor agrees to invest a total of USD 20,000.00 (Twenty Thousand US Dollars) in the Company (the "Investment Amount"), to be disbursed in monthly installments as set forth in Section 3.2.
| Installment | Due Date | Amount (USD) | Cumulative Paid (USD) |
|---|---|---|---|
| 1 | ___ July 2026 | 3,333.33 | 3,333.33 |
| 2 | ___ August 2026 | 3,333.33 | 6,666.66 |
| 3 | ___ September 2026 | 3,333.33 | 9,999.99 |
| 4 | ___ October 2026 | 3,333.33 | 13,333.32 |
| 5 | ___ November 2026 | 3,333.33 | 16,666.65 |
| 6 (final) | ___ December 2026 | 3,333.35 | 20,000.00 |
Disbursements shall be made by bank transfer to the Company's account: Bank __________, Account No. __________________, Interbank Code (CCI): __________________________
Each installment paid is independent and irrevocable. The parties expressly agree as follows:
This SAFE shall automatically convert into shares of the Company upon a "Qualifying Round", defined as the first priced equity financing round in which the Company raises capital from third-party investors for a total amount equal to or greater than USD 100,000.
Upon the Qualifying Round, the Investment Amount actually disbursed shall convert into shares of the same class and with the same rights as the shares issued to new investors in such round, at a per-share price equal to 80% of the price per share paid by investors in the Qualifying Round (i.e., a 20% discount).
If at the date of the Qualifying Round the Investor has disbursed only a portion of the total Investment Amount, the number of shares to be received shall be calculated in proportion to the amount actually disbursed, applying the same 20% discount.
Until the Conversion Event occurs, if the Company issues another convertible instrument (SAFE, convertible note, or similar) to a third party on more favorable terms than those of this Agreement (including a lower discount rate, a valuation cap, or additional rights), the Investor shall have the right to amend this Agreement to incorporate such more favorable terms.
The Company shall provide the Investor, on a quarterly basis: (i) a simplified financial report (revenues, expenses, and cash balance), and (ii) an update on key commercial and operational milestones.
In the Qualifying Round, the Investor shall have the right, but not the obligation, to participate in such round by investing an additional amount that allows the Investor to maintain their post-conversion ownership percentage (calculated as if the full USD 20,000 had been disbursed and converted).
A "Liquidity Event" means any of the following: (i) sale of 100% of the Company's shares to a third party; (ii) merger or acquisition resulting in a change of control; (iii) sale of all or substantially all of the Company's assets.
If a Liquidity Event occurs prior to a Qualifying Round, the Investor shall be entitled to receive the amount actually disbursed (the "Reimbursement Amount") with preference over ordinary shareholders, before any distribution is made to equity holders.
Alternatively, the Investor may elect to convert the investment into ordinary shares of the Company at the transaction value, applying the 20% discount to the implied per-share price resulting from the Liquidity Event, and participate in the proceeds as an equity holder.
Each party represents and warrants that: (i) it has full legal capacity to enter into this Agreement; (ii) the execution and performance of this Agreement does not violate any applicable law, contractual restriction, or third-party right; and (iii) this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.
The Company represents that this SAFE has been authorized by its shareholders and that no existing instrument grants preferential rights incompatible with this Agreement.
This Agreement shall be governed by the laws of the Republic of Peru. Any dispute arising from this Agreement shall be resolved through binding arbitration administered by the Arbitration Center of the Lima Chamber of Commerce, with three arbitrators, proceedings in Spanish, and seat in Lima, Peru.
The terms of this Agreement are strictly confidential. No party shall disclose its contents to third parties without the prior written consent of the other party, except as required by law.
This Agreement constitutes the entire agreement between the parties with respect to the investment described herein and supersedes all prior negotiations, proposals, or agreements on the same subject matter.
Any amendment must be in writing and signed by both parties.
The Investor's rights under this SAFE may not be assigned or transferred without the Company's prior written consent, except to an affiliate of the Investor with prior written notice to the Company.
In witness whereof, the parties have executed this SAFE in Lima, on ___ ________ 2026.