Investment SAFE Note

INVESTMENT SAFE NOTE

This Investment SAFE Note ("Agreement") is entered into as of by and between Company Name: with a principal place of business at (the "Company"), and Investor Name: with a principal address at (the "Investor").

WHEREAS

WHEREAS, the Company requires capital to finance its operations and growth, and the Investor is willing to provide such capital in exchange for rights to receive equity in the Company in accordance with the terms set forth in this SAFE Note.

WHEREAS, the parties intend that this instrument constitute a Simple Agreement for Future Equity (SAFE) under which the Investor's Purchase Amount (defined below) will convert into capital stock of the Company upon the occurrence of certain events described herein.

WHEREAS, the parties desire to set forth their entire agreement regarding the investment, conversion mechanics, and related rights and obligations.

SCOPE OF WORK / USE OF PROCEEDS

PURCHASE AND PAYMENT TERMS

Payment shall be made by the Investor in immediately available funds to the account designated by the Company. If any payment required hereunder is not made when due, the Investor shall be responsible for the Late Fee described above and the Company may suspend issuance of confirmations of receipt until payment is made in full.

CONVERSION ON EQUITY FINANCING

Upon the next Equity Financing in which the Company sells shares of its capital stock for aggregate gross proceeds of at least (excluding the conversion of the SAFE and other convertible securities), the Purchase Amount shall automatically convert into the securities issued in such Equity Financing on the terms set forth below.

Conversion mechanics: the Purchase Amount will convert into the number of shares equal to the Purchase Amount divided by the Conversion Price. The Conversion Price shall be the lesser of (a) the price per share based on the Valuation Cap and the Company's outstanding capitalization immediately prior to the Equity Financing, or (b) the price per share in the Equity Financing multiplied by (1 - Discount Rate).

LIQUIDITY EVENT; DISSOLUTION

In the event of a Liquidity Event (including merger, sale of substantially all assets, or similar transaction) prior to conversion, the Investor shall receive, at the Investor's election, either (i) an amount equal to the Purchase Amount, or (ii) the Purchase Amount converted into common stock on the basis of the Valuation Cap or Discount Rate as set forth above, subject to customary adjustments. If the Company dissolves prior to conversion, the Investor shall be entitled to be paid the Purchase Amount, subordinated to permitted indebtedness, before any distribution to holders of capital stock.

TERM AND TERMINATION

This SAFE shall become effective as of the Agreement Date and shall remain in effect until the earlier of (a) conversion of the Purchase Amount in accordance with this Agreement, (b) payment in full upon a Liquidity Event or dissolution, or (c) termination by written agreement of the parties.

CONFIDENTIALITY

Each party shall hold in confidence all non-public information received from the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that (a) is or becomes generally known to the public other than by breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the other party's confidential information.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

REPRESENTATIONS AND WARRANTIES

Company represents and warrants that it is duly organized, has the authority to enter into this Agreement, and that the execution and performance of this Agreement will not violate any material agreement or law. Investor represents and warrants that it has full power and authority to enter into this Agreement and that it is acquiring the SAFE for investment and not with a view to distribution.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment, modification, or waiver shall be effective unless in writing and signed by both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Company may assign this Agreement in connection with a merger, sale of substantially all assets or change of control.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may provide by notice in accordance with this section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit with the postal service by certified mail, return receipt requested.

Severability: If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remainder of this Agreement shall remain in full force and effect.

NOTICES FOR PAYMENT AND COMMUNICATIONS

MISCELLANEOUS ELECTIONS

Most-Favored-Nation Provision applicable: Check if the parties agree that a future SAFE with more favorable terms triggers MFN rights for this SAFE.

Security Interest: Check if the Purchase Amount is secured by collateral (describe in Scope of Work if checked).

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