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SAFT Contract Amendment

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SAFT CONTRACT AMENDMENT

This SAFT Contract Amendment (this "Amendment") is made and entered into as of Effective Date: by and between Company Name: , an entity organized as: with its principal place of business at (the "Company"), and Investor Name: with a principal address at (the "Investor").

RECITALS

WHEREAS, the Company and the Investor entered into a Simple Agreement for Future Tokens dated (the "Original SAFT"), setting forth the terms under which the Investor would purchase a right to receive Tokens from the Company upon the occurrence of certain events; and

WHEREAS, the parties desire to amend certain provisions of the Original SAFT as set forth in this Amendment in order to reflect revised economics and timing for the contemplated Token issuance; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings given to them in the Original SAFT unless otherwise defined in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. AMENDMENT OF AGREEMENT

1.1 Amendment. The Original SAFT is hereby amended as follows. Unless expressly modified by this Amendment, all other terms and provisions of the Original SAFT shall remain in full force and effect.

2. CONSIDERATION AND PURCHASE AMOUNT

2.1 Revised Purchase Amount. The Purchase Amount payable by the Investor under the Original SAFT is hereby amended to be: $ (the "Amended Purchase Amount").

2.2 Consideration and Allocation. In consideration for the Amended Purchase Amount, the Investor shall be entitled to receive Tokens on the following terms: . The parties acknowledge that allocation shall be subject to the Token Terms set forth in Section 3.

2.3 Closing Date. The anticipated closing or issuance date for the Token issuance, as amended, shall be on or about , subject to satisfaction of the conditions precedent in the Original SAFT, except as modified herein.

3. TOKEN TERMS

3.1 Token Definition and Mechanics. For purposes of the Original SAFT as amended hereby, "Tokens" shall mean the cryptographic tokens issued by the Company pursuant to the Original SAFT and any technical specifications, distribution schedule, conversion mechanics, and other token economics disclosures provided by the Company to the Investor. The parties agree that the Token issuance shall comply with applicable representations in the Original SAFT and any amendments provided herein.

3.2 Vesting; Transfer Restrictions. Any vesting, lock-up, or transfer restriction applicable to Tokens issued in respect of the Amended Purchase Amount shall be as described here: . Such restrictions shall govern notwithstanding conflicting language in the Original SAFT only to the extent expressly stated in this Amendment.

4. REPRESENTATIONS AND WARRANTIES

4.1 Company Representations. The Company hereby represents and warrants to the Investor that as of the Effective Date: (a) the Company has the corporate power and authority to enter into this Amendment and to carry out its obligations hereunder; (b) this Amendment has been duly authorized by all necessary corporate action; and (c) the execution and delivery of this Amendment and the performance of the Company’s obligations hereunder will not violate any material agreement, law or judgment to which the Company is subject.

4.2 Investor Representations. The Investor represents and warrants to the Company that as of the Effective Date: (a) the Investor has full power and authority to execute and deliver this Amendment and to perform its obligations hereunder; (b) the decision to enter into this Amendment is made solely by the Investor and not based on any public solicitation; and (c) the Investor is acquiring the rights hereunder for investment purposes only and not with a view to distribution or resale.

5. CONDITIONS PRECEDENT; CLOSING

5.1 Conditions. The obligations of the parties under this Amendment are subject to the satisfaction (or waiver) of the conditions precedent set forth in the Original SAFT, except as expressly modified in this Amendment. Any delivered certificates, officer certificates, or other documents required by the Original SAFT shall be updated to reflect the Amended Purchase Amount and other modified terms.

6. NOTICES

All notices, requests, demands and other communications required or permitted under this Amendment shall be in writing and delivered to the relevant party at the addresses set forth below (or at such other address as such party may designate by notice in accordance with this Section).

7. MISCELLANEOUS

7.1 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to conflict of laws principles.

7.2 Entire Agreement. This Amendment, together with the Original SAFT as amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, relating to such subject matter.

7.3 Severability. If any provision of this Amendment is held to be invalid, illegal or unenforceable for any reason, such provision shall be severed and the remaining provisions shall continue in full force and effect.

7.4 Waiver; Amendments. No waiver of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. Any amendment to this Amendment must be in writing and signed by authorized representatives of both parties.

7.5 Counterparts and Electronic Signatures. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The parties agree that facsimile, PDF or other electronic signatures shall be treated as originals for all purposes.

8. CONFIRMATION

Except as expressly amended hereby, the Original SAFT remains in full force and effect. The parties hereto have executed this Amendment as of the Effective Date first written above.

Company Printed Name:

By:

Date:

Investor Printed Name:

By:

Date:

Enter text✕

What a SAFT Contract Amendment Is and why it matters

A SAFT Contract Amendment modifies an existing Simple Agreement for Future Tokens (SAFT) to change one or more contract terms without replacing the original agreement. Common amendments adjust token quantity, price, vesting schedules, milestones, closing conditions, or governing law. An amendment should identify the original SAFT, state precisely which clauses are changed, and confirm remaining provisions continue in effect. Parties typically execute an amendment to reflect new financing, regulatory updates, or renegotiated deal terms while preserving the original SAFT’s effective date and execution history.

When an amendment is the right tool

Amendments allow targeted, legally effective updates to a SAFT without drafting a new agreement; they preserve original deal history and reduce negotiation overhead while clarifying changed obligations.

When an amendment is the right tool

Typical parties involved in a SAFT amendment

Who commonly prepares or signs an amendment for a token offering.

  • Founders and issuers: negotiate terms and approve revised token economics or milestones.
  • Investors and funds: review amendment for dilution, conversion mechanics, and closing conditions.
  • Corporate counsel or securities attorneys: ensure compliance with securities laws and investor protections.

Each signer should confirm authority to bind the entity and review compliance obligations before executing.

Who signs and their roles

Founder / CEO

Chief executive or authorized officer who confirms the company’s acceptance of the amended terms and executes on behalf of the issuer after board or cap table approval.

Investor Representative

Accredited investor, fund manager, or authorized signatory who accepts the amendment and confirms any required investor consents or seat-holder approvals.

Core elements to include in a professional amendment

A clear, narrowly tailored amendment reduces ambiguity. Include references to the original SAFT, precise revised language, effective date, signatures, and any required approvals or filings.

Reference Clause

Cite the original SAFT by date and parties so the amendment unambiguously links to the base agreement.

Scope of Changes

Specify which sections or provisions are modified and provide the exact replacement text or deletion language.

Effective Date

State the date the amendment takes effect; this may differ from the signing date if conditions apply.

Consideration

Describe any new consideration, payments, or token allotments exchanged due to the amendment.

Approvals and Consents

Document required board or investor approvals, waiver certificates, or cap table updates tied to the amendment.

Execution Blocks

Include signature lines, printed names, titles, dates, and any notary or witness blocks if required.

Step-by-step: executing a SAFT amendment

Follow this sequence to prepare, approve, and finalize an amendment while maintaining a clear audit trail.

  • 01
    Draft: Prepare amendment language clearly showing deletions and insertions.
  • 02
    Review: Legal counsel and investors review revisions for compliance and intent.
  • 03
    Approve: Obtain board resolutions or investor consents where required.
  • 04
    Execute: All authorized parties sign; date and store executed copies securely.

How to revise an amendment after execution

If further changes are needed, follow a controlled revision workflow to avoid contradictory versions or ambiguity.

01

Identify:

Pinpoint specific clauses needing change.
02

Negotiate:

Obtain agreement from all affected parties.
03

Draft:

Create a second amendment or restatement document.
04

Approve:

Secure any additional consents required by governance documents.
05

Execute:

Have authorized signatories sign the new amendment.
06

Record:

Update internal records and cap table with revised terms.

Where to send and how the amendment flows

Understand the routing and storage paths to keep execution efficient and auditable across stakeholders and record systems.

  • Issuer Records: Store the executed amendment in the company’s centralized contracts repository.
  • Investor Copies: Provide fully executed PDFs to all investor signatories immediately after execution.
  • Cap Table Update: Update cap table and any conversion schedules to reflect amended token allocations.
  • Regulatory Filings: File any required notices or forms with regulators if the amendment triggers reporting obligations.

Configuring a digital amendment workflow

Set up a consistent online workflow for sending, authenticating, and storing executed amendments.

Field Mapping Map amendment fields to your contract database for automated updates.
Signer Order Define required signer sequence to enforce execution order.
Authentication Choose email, SMS, or KBA depending on required assurance level.
Template Create a reusable amendment template to reduce drafting errors.
Retention Policy Apply retention rules to store executed PDFs and audit logs securely.

Digital signing and eSubmission considerations

Use platforms that capture a complete audit trail and support your chosen signer authentication method.

  • Document Formats: PDF and DOCX support for signed originals.
  • Integrations: Connectors to CRM and document repositories for automated storage.
  • Security: AES-256 at rest and TLS 1.2/1.3 in transit.

Confirm the platform complies with ESIGN and UETA and offers exportable audit trails for recordkeeping.

Timing and deadline considerations

Track effective dates, execution windows, investor notice periods, and any regulatory filing deadlines to avoid inadvertent breaches.

Effective Date:

Date when amended terms become operative; may be prospective or retroactive.

Execution Window:

Timeframe for all parties to sign to avoid inconsistent versions.

Investor Notice:

Deliver executed amendment to investors as specified in the SAFT or subscription agreement.

Regulatory Filings:

File any required forms promptly if the amendment changes securities status.

Record Updates:

Update cap table and accounting records immediately after execution.

Common pitfalls to avoid when preparing an amendment

  • Failing to reference the original SAFT precisely, creating ambiguity about which agreement is being amended.
  • Altering economic terms without documenting required investor consents or board approvals pursuant to governance documents.
  • Using vague language for token mechanics or valuation, which can lead to disputes and inconsistent accounting.
  • Neglecting to update cap tables, subscription records, or conversion schedules after executing the amendment.

Risks and legal consequences of incorrect amendments

Enforceability Risk: Ambiguous amendments may be declared void or unenforceable.
Securities Liability: Noncompliance with securities laws can trigger SEC action.
Tax Consequences: Incorrect reporting may lead to penalties or interest.
Breach of Fiduciary Duty: Directors or officers can face claims for improper approvals.
Dilution Disputes: Mistakes in token allocation can cause investor litigation.
Recordkeeping Failures: Missing executed originals hampers enforcement and audits.

Comparison: signNow and common eSignature providers

Basic pricing and feature availability vary by vendor; signNow appears first and provides multiple licensing models to support single users through enterprise and site licenses.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-world examples of digital contract workflows

Organizations across sectors use digital signing to execute amendments and maintain execution records.

Optica Ventures LLC

Optica standardized electronic execution to improve turnaround time on investment documents.

  • The interface is simple and easy-to-use.
  • Optica’s COO reports the platform is easy for the team and for customers, helping close funding steps while preserving clear execution records and audit trails.

Tech Data

Tech Data integrated e-sign workflows to support customer contracts and amendments.

  • Integration improved internal processes.
  • The CEO noted improved internal and external service while increasing speed to revenue through reliable digital execution and recordkeeping.

Practical tips for accurate and efficient amendments

Adopt consistent drafting, approval, and storage practices to reduce disputes and ensure traceability.

Reference Originals Clearly
Always cite the original SAFT by date and parties and attach a copy to the amendment so the relationship between documents is explicit.
Use Clear Drafting Conventions
Show deletions and insertions with strike-through and replacement text or with bracketed replacement clauses to avoid ambiguity.
Document Approvals
Record board resolutions or investor consents required by articles, bylaws, or subscription agreements to evidence internal authority.
Preserve Audit Trails
Retain signed PDFs with metadata and signer audit logs to support enforceability and future due diligence.

Frequently asked questions about SAFT amendments

Answers to common legal and practical questions about preparing, executing, and storing SAFT contract amendments.


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