Business SAFE Package

BUSINESS SAFE PACKAGE

Parties and Recitals

This Business SAFE Package (the Agreement) is made and entered into as of Effective Date: by and between Company Name: a legal entity organized under the laws of , with principal place of business at ; and Investor Name: .

WHEREAS, the Company desires to issue and sell, and Investor desires to purchase, a Simple Agreement for Future Equity pursuant to the terms set forth herein; and

WHEREAS, the parties intend that the SAFE will convert into capital stock of the Company upon the occurrence of certain triggering events described below, subject to the terms and conditions of this Agreement.

Scope of Work

Investment and Payment Terms

Purchase Amount: Investor agrees to pay to the Company the aggregate purchase amount of (the Purchase Amount) in consideration for issuance of a SAFE under the terms contained herein.

Late Payment: Any unpaid amount not received by the Company when due shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower, calculated daily and compounded monthly.

SAFE Terms — Conversion and Investor Rights

Conversion Event: The SAFE shall automatically convert into shares of the Company's capital stock upon the next Equity Financing (defined as the next sale of the Company's preferred stock), on the terms set forth herein. In connection with conversion, the number of shares issued to the Investor will be determined by applying either a Valuation Cap or Discount as selected below.

Select conversion preference: Valuation Cap    Discount Rate

Liquidity Event: If a Liquidity Event (including a sale, merger or similar transaction) occurs prior to conversion, the Investor shall be entitled to either (a) receive a cash payment equal to the Purchase Amount, or (b) receive the pro rata portion of consideration the Investor would have received had the SAFE converted immediately prior to the Liquidity Event, as elected by the Company consistent with the SAFE mechanics.

Pro Rata Rights: Investor shall have the option to participate in subsequent equity financings to maintain its percentage ownership on a pro rata basis, subject to customary exceptions and the Company's capitalization limitations.

Representations and Warranties

Company Representations: The Company represents and warrants that it is duly organized, in good standing, has full corporate power and authority to enter into this Agreement and to issue the securities contemplated herein, and that issuance of the securities will not violate any material agreement or law.

Investor Representations: The Investor represents that it has full power and authority to enter into this Agreement, is acquiring the SAFE for investment purposes only (not for resale in violation of securities laws), and has been afforded the opportunity to ask questions and receive information concerning the Company.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. Confidential Information shall mean nonpublic information marked or reasonably understood to be confidential. Each party agrees to (a) hold such information in confidence using at least the same degree of care it uses with its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its representatives who have a need to know and are bound by confidentiality obligations at least as protective as those herein. These obligations shall survive termination of this Agreement for three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written Notice of Termination to the other party at least days prior to the effective date of termination. Termination shall not affect any accrued rights or obligations of the parties as of the effective date of termination.

Assignment and Transfer Restrictions

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, provided that the Company may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets, subject to standard successor obligations.

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of laws principles.

Entire Agreement: This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may specify in writing.

Certifications

Each party certifies that the individual signing below is duly authorized to execute and deliver this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of such party enforceable in accordance with its terms.

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