SAFE Note

This Simple Agreement for Future Equity (this "SAFE") is entered into as of [____________] by and between [____________], a [____________] corporation (the "Company"), and [____________] (the "Investor"). The Investor agrees to pay to the Company [$__________] (the "Purchase Amount") on or before [____________], and the Company agrees to issue equity securities to the Investor in accordance with the terms hereof. This SAFE is intended to be substantially similar to the forms developed by Y Combinator and adopted as standard early-stage financing instruments, and shall be interpreted accordingly. The Company shall promptly provide the Investor with a receipt acknowledging the receipt of the Purchase Amount. This SAFE is not a debt instrument; it does not accrue interest, does not have a maturity date, and shall not give rise to any right to repayment of the Purchase Amount except as expressly provided in Section 1.3 (Dissolution Event).

"Equity Financing" means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed pre-money valuation. Upon an Equity Financing before the expiration or termination of this SAFE, the Company shall automatically issue to the Investor either: (a) a number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the Discount Price, if the pre-money valuation cap in effect at the time of such Equity Financing is greater than the Valuation Cap; or (b) a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price, if the pre-money valuation in effect is equal to or less than the Valuation Cap. "Safe Preferred Stock" means a series of Preferred Stock issued to the Investor upon conversion of this SAFE having the identical rights, privileges, preferences, and restrictions as the Standard Preferred Stock sold in the Equity Financing, except that the liquidation preference shall be equal to the Safe Price, as adjusted for any stock dividends, splits, or recapitalizations.

"Valuation Cap" means [$__________]. "Discount Rate" means [____________]% (representing a [____________]% discount). "Discount Price" means the price per share of the Standard Preferred Stock sold in the Equity Financing multiplied by the Discount Rate. "Safe Price" means the price per share equal to the Valuation Cap divided by the Company Capitalization immediately prior to the Equity Financing. "Company Capitalization" means, for the purpose of determining the Safe Price, the sum of: (a) the number of shares of Capital Stock (on an as-converted and as-exercised basis) issued and outstanding immediately prior to the Equity Financing; plus (b) the aggregate number of shares of Capital Stock issuable or reserved for issuance pursuant to stock options, warrants, convertible securities, or other rights to acquire Capital Stock then outstanding; plus (c) the aggregate number of shares of Capital Stock reserved for issuance under any equity compensation plan. The Safe Price shall be calculated immediately before giving effect to the Equity Financing.

The Investor shall have pro rata rights, as a holder of Safe Preferred Stock or as a SAFE holder prior to conversion, to participate in any future equity financing of the Company (other than the initial Equity Financing in which this SAFE converts) in accordance with the pro rata rights provisions of the Company's then-current investor rights agreement or equivalent document. "Pro Rata Rights" mean the right to purchase up to the Investor's pro rata share (based on the Investor's percentage ownership in the Company on a fully diluted basis immediately prior to such financing) of the securities offered in such financing on the same terms and conditions as offered to other investors. The Company shall provide the Investor with at least fifteen (15) business days' advance written notice of any financing triggering the Investor's pro rata rights, together with a term sheet or description of the material terms of such financing.

The Company represents and warrants to the Investor that: (a) the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of [____________]; (b) the execution, delivery, and performance of this SAFE are within the Company's corporate powers and have been duly authorized by all necessary corporate action, including approval by the Board of Directors; (c) this SAFE constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, and similar laws of general application affecting creditors' rights and to general principles of equity; (d) no governmental consents or filings are required in connection with the performance of this SAFE, other than any notices required under applicable securities laws; and (e) the issuance of this SAFE and the shares issuable upon conversion hereof will not violate the Company's certificate of incorporation, bylaws, or any material agreement to which the Company is a party.

The Investor represents and warrants to the Company that: (a) the Investor has full legal capacity, power, and authority to execute, deliver, and perform this SAFE; (b) this SAFE constitutes the valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms; (c) the Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of this investment; (d) the Investor is acquiring this SAFE and the securities issuable hereunder for the Investor's own account, for investment purposes only, and not with a view to any distribution, assignment, resale, or other disposition in violation of the Securities Act; (e) the Investor understands that the securities issuable hereunder have not been registered under the Securities Act and may not be transferred without registration or an exemption therefrom; and (f) the Investor has reviewed the Company's capitalization table and financial statements and has had the opportunity to ask questions of the Company and receive answers regarding the terms and conditions of this investment.

This SAFE shall terminate (without relieving the Company of any obligations arising from a prior breach of this SAFE) upon the earlier of: (a) the issuance of Capital Stock to the Investor pursuant to Section 1.2 upon an Equity Financing; (b) the payment of amounts due to the Investor pursuant to Section 1.3 upon a Liquidity Event or Dissolution Event; or (c) by mutual written consent of the Company and the Investor. If this SAFE is not converted or terminated pursuant to the foregoing within [____________] years from the date hereof, the Investor may, at the Investor's option, convert the Purchase Amount into shares of Common Stock at the then-applicable Safe Price, or demand repayment of the Purchase Amount. The Company shall provide the Investor with written notice of any anticipated Equity Financing, Liquidity Event, or Dissolution Event no later than ten (10) business days prior to the expected closing thereof. This SAFE is subject to the most-favored-nation ("MFN") provision: if the Company issues any SAFEs to subsequent investors on terms more favorable than those herein, the Company shall promptly notify the Investor and the Investor shall have the right to amend this SAFE to include such more favorable terms.

The Investor shall have the right to receive the Company's annual financial statements (including a balance sheet, income statement, and statement of cash flows, prepared in accordance with GAAP or on a consistent basis) and other material financial information promptly upon written request, until conversion of this SAFE. The Company shall promptly notify the Investor in writing of any material adverse change in the Company's business, financial condition, or prospects, including any change of control transaction, material litigation, or regulatory action. This SAFE shall be governed by and construed in accordance with the laws of the State of [____________], without regard to principles of conflict of laws. Any dispute arising under this SAFE shall be resolved by binding arbitration in [____________] under the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered may be entered in any court of competent jurisdiction. This SAFE constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This SAFE may not be amended or waived without the written consent of both parties. This SAFE may be executed in counterparts, and signatures delivered by electronic transmission shall be deemed original.