Legal SAFE Agreement

LEGAL SAFE AGREEMENT

This Legal SAFE Agreement (the "Agreement") is made as of between Company Name: , a Entity Type: C Corporation LLC Other, with principal place of business at ; and Investor Name: , with principal address at .

RECITALS

WHEREAS, the Company is in need of capital to fund its operations and growth; and

WHEREAS, the Investor wishes to provide funds to the Company in exchange for the right to certain equity interests in the Company upon the occurrence of specified financing or corporate events under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement constitute a Simple Agreement for Future Equity (SAFE) and that the Investor's investment convert into equity or be entitled to specified payouts in accordance with the terms below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Equity Financing" means the Company's next sale of Preferred Stock for capital raising purposes; "Liquidity Event" means a Change of Control, merger, sale of substantially all assets, or public offering; "Dissolution Event" means any voluntary or involuntary winding up, liquidation or dissolution of the Company. Other defined terms are set forth within the text of this Agreement and shall be given their ordinary meanings unless otherwise defined herein.

2. PURCHASE; AMOUNT

2.1 Purchase. In exchange for the payment set forth below, the Company hereby issues to the Investor the right to certain equity or other consideration as set forth in this Agreement.

2.2 Payment. The Investor shall pay the Investment Amount by wire transfer or such other method agreed in writing by the parties to the Company's designated account upon execution of this Agreement.

3. CONVERSION ON EQUITY FINANCING; LIQUIDITY EVENT; DISSOLUTION

3.1 Equity Financing. If the Company consummates an Equity Financing prior to any conversion of or payment under this Agreement, the Investment Amount will automatically convert into the securities issued in such Equity Financing on the same terms as other purchasers, subject to the Valuation Cap or Discount set forth in Section 4. The number of shares issuable upon conversion shall be determined by dividing the Investment Amount by the Conversion Price as defined below.

3.2 Liquidity Event. In the event of a Liquidity Event prior to conversion, the Investor shall elect, at the Investor's option, either (a) to receive a cash payment equal to the Investment Amount (or such lesser amount as required by applicable priority rules), or (b) to receive, immediately prior to the Liquidity Event, the number of shares of common stock equal to the Investment Amount divided by the Liquidity Conversion Price. The Company shall provide written notice to the Investor describing the proposed Liquidity Event and the election procedure.

3.3 Dissolution Event. If a Dissolution Event occurs prior to conversion, the Investor shall be entitled to receive a payment equal to the Investment Amount, subject to the rights of creditors and as otherwise provided by applicable law.

4. VALUATION CAP; DISCOUNT; CONVERSION PRICE

4.1 Conversion Price. The Conversion Price shall be the lesser of (a) the price per share implied by the Valuation Cap and (b) the price per share equal to the price paid by the purchasers in the Equity Financing less the Discount Rate. The parties acknowledge that the Valuation Cap and Discount are negotiated essential economic terms of this SAFE.

5. MOST-FAVORED NATION PROVISION

The SAFE includes a Most-Favored-Nation clause: MFN Provision Included

6. REPRESENTATIONS AND WARRANTIES

6.1 Company Representations. The Company represents and warrants that: (a) it is duly organized and in good standing under applicable law and has all requisite corporate power to execute and perform this Agreement; (b) issuance of securities upon conversion will be duly authorized and, upon issuance in accordance with this Agreement, validly issued, fully paid and non-assessable; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

6.2 Investor Representations. The Investor represents that: (a) the Investor has full power and authority to enter into this Agreement; (b) the Investor is acquiring the rights hereunder for investment purposes and not with a view to distribution; and (c) the Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company.

7. COVENANTS OF THE COMPANY

The Company covenants to the Investor that, prior to the earlier of conversion or payment in full under this Agreement, the Company shall not take any action that would materially and adversely affect the rights of the Investor hereunder, including incurring indebtedness senior to the Investment Amount without the Investor's prior written consent.

8. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth above by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail with receipt confirmation where permitted by the parties.

9. MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the Company below, without regard to conflicts of laws principles.

9.2 Entire Agreement. This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

9.3 Amendments; Waiver. Any amendment or waiver of any provision of this Agreement shall be effective only if in writing and signed by the Company and the Investor. No failure or delay by any party in exercising any right shall operate as a waiver thereof.

9.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected.

9.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be valid and binding.

9.6 Assignment. Neither party may assign its rights or 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, acquisition or sale of substantially all of its assets.

10. ADDITIONAL PROVISIONS

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