Employee SAFE Agreement

EMPLOYEE SAFE AGREEMENT

This Employee SAFE Agreement (the "Agreement") is entered into as of by and between Company Name: with principal place of business at Company Address: (the "Company") and Employee Name: , Employee Address: (the "Employee").

RECITALS

WHEREAS, the Company desires to issue to the Employee a Simple Agreement for Future Equity ("SAFE") as a component of Employee compensation and subject to the terms herein; and WHEREAS, the Employee accepts the SAFE subject to the terms and conditions set forth in this Agreement.

AGREEMENT

1. Purchase. In consideration for services to be provided, Employee will deliver to the Company the Purchase Amount: (USD), and the Company will issue to Employee the SAFE evidencing Employee's right to receive certain equity upon a qualifying conversion event, subject to the terms below.

2. Definitions. For purposes of this Agreement:

Equity Financing means the Company's next bona fide sale of its Preferred Stock; Liquidity Event means a Change of Control or sale of substantially all assets; Dissolution Event means winding up, bankruptcy, or insolvency of the Company.

3. Conversion Terms. The SAFE shall convert upon an Equity Financing, Liquidity Event, or Dissolution Event. Conversion mechanics will follow the terms elected below.

4. Events of Conversion. Upon an Equity Financing, the SAFE will convert into the number of shares of the standard preferred stock equal to the Purchase Amount divided by the applicable Conversion Price (as determined by valuation cap or discount as elected). Upon a Liquidity Event prior to conversion, Employee will be entitled to either (a) receive an amount equal to the Purchase Amount, payable in cash out of proceeds, or (b) convert the SAFE into shares immediately prior to the Liquidity Event, at the Conversion Price, whichever provides greater value to Employee. Upon a Dissolution Event prior to conversion, Employee will be entitled to receive the Purchase Amount, subject to available assets and distribution priorities.

5. Vesting. The parties agree that issuance of the SAFE may be subject to vesting. Vesting commencement date: . Vesting schedule: . Any unvested portion shall be forfeited upon termination of service except as expressly provided by written agreement of the parties.

6. Representations and Warranties of Employee. Employee represents and warrants that Employee has full power and authority to enter into this Agreement, that Employee is acquiring the SAFE for Employee's own account for investment purposes only, that Employee understands the speculative nature of the SAFE and associated risks, and that Employee has had the opportunity to seek independent legal and tax advice.

7. Company Representations. The Company represents that it has the corporate power and authority to issue the SAFE, that issuance of the SAFE will be in compliance with applicable securities laws and duly authorized, and that no other agreements will materially impair conversion mechanics except as disclosed to the Employee in writing.

8. Confidentiality; Assignment of Inventions; Proprietary Rights. Employee agrees to maintain the confidentiality of the Company's confidential information. Employee hereby assigns and agrees to assign all rights in any inventions or works created in the scope of employment to the Company, to the extent permitted by law. Employee will execute further documents reasonably required to effectuate such assignment.

9. Taxes and Withholding. Employee acknowledges that Employee is responsible for any tax consequences arising from issuance or conversion of the SAFE. The Company may withhold taxes as required by law or as otherwise agreed in writing between the parties.

10. Transfer Restrictions. The SAFE and any securities issued upon conversion are subject to restrictions on transfer and may not be transferred except in compliance with applicable securities laws and the terms of the Company's governing documents.

11. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the Company, exclusive of its conflict of law rules. Any dispute arising out of or relating to this Agreement shall be brought in the state or federal courts located in the agreed jurisdiction.

PERSONAL INFORMATION

POSITION INFORMATION

EMPLOYMENT HISTORY

EDUCATION

REFERENCES

LEGAL DISCLOSURES

At-Will Employment. Employment, if any, is at-will and either the Company or the Employee may terminate the employment relationship at any time, with or without cause and with or without notice, unless otherwise set forth in a separate written agreement signed by both parties.

Equal Opportunity. The Company is an equal opportunity employer and does not discriminate against any applicant or employee on the basis of protected characteristics as defined by law.

APPLICANT CERTIFICATION & AUTHORIZATIONS

I certify that all information provided in this Agreement and the ancillary disclosures is true and complete to the best of my knowledge. I understand that any material misstatement or omission may be grounds for rescission of the SAFE and/or termination of employment.

I certify that all information is true and complete.

I authorize the Company to contact prior employers and references and to obtain background checks, as permitted by law, for employment verification and equity issuance purposes.

MISCELLANEOUS

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the SAFE and supersedes all prior agreements. No amendment will be effective unless in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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