Postmoney Safe Agreement

POSTMONEY SAFE AGREEMENT

This Postmoney SAFE Agreement (the "Agreement") is made effective as of by and between Company: a company organized under the laws of with principal address at , and Investor: with principal address at .

RECITALS

WHEREAS, the Company is seeking to raise capital and the Investor desires to provide funding to the Company in exchange for the rights set forth herein; and

WHEREAS, the parties desire that the Investor's contribution be governed by a simple agreement for future equity on a post‑money basis such that the Purchase Amount will convert into the Company's Capital Stock upon the occurrence of a Qualified Financing, Liquidity Event, or Dissolution Event as set forth below; and

WHEREAS, the parties intend that this Agreement reflect a binding obligation of the Company to issue Capital Stock to the Investor according to the conversion mechanics, valuation cap, and discount terms specified herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Purchase Amount" means the cash consideration paid by the Investor to the Company in the amount of .

"Post‑Money Valuation" means the valuation of the Company immediately following the Qualified Financing calculated in accordance with the capital structure and the valuation cap set forth in this Agreement.

"Valuation Cap" means and "Discount" means .

2. PURCHASE AND ISSUANCE

2.1 Purchase. In exchange for the Purchase Amount, the Company hereby issues to the Investor a SAFE evidencing the Investor's right to receive a number of shares of the Company's Capital Stock upon conversion as set forth in Section 3. The Purchase Amount shall be delivered to the Company on or before the Effective Date shown above.

2.2 No Interest; Nontransferable. This SAFE shall not bear interest. Except as expressly permitted in Section 7, the Investor may not assign or transfer this SAFE without the prior written consent of the Company.

3. CONVERSION UPON QUALIFIED FINANCING

3.1 Qualified Financing. Upon the closing of the Investor's Preferred Stock financing in which the Company sells shares for aggregate gross proceeds of at least (a "Qualified Financing"), this SAFE will automatically convert into the number of shares of the Company's Preferred Stock determined as provided herein.

3.2 Conversion Price. The Conversion Price shall be the lesser of (a) the price per share equal to the Valuation Cap divided by the Company's Fully Diluted Capitalization on a Post‑Money basis, and (b) the price per share equal to the price per share paid by the investors in the Qualified Financing multiplied by (1 - Discount). The number of shares to be issued upon conversion shall equal the Purchase Amount divided by the Conversion Price.

3.3 Mechanics of Conversion. At the closing of the Qualified Financing, subject to the conditions set forth herein, the Company shall issue and deliver to the Investor a certificate or electronic record evidencing the shares issuable upon conversion and update its capitalization records accordingly. The issuance shall be subject to customary conditions, including requisite approvals and compliance with securities laws.

4. LIQUIDITY AND DISSOLUTION EVENTS

4.1 Liquidity Event. If, prior to conversion of this SAFE, there occurs a Change of Control or other Liquidity Event, the Investor shall, at the Investor's election, receive either (a) a cash payment equal to the Purchase Amount (subject to the Company's ability to pay under applicable law), or (b) the number of shares of common stock equal to the Purchase Amount divided by the Conversion Price computed in accordance with Section 3.2, as if a Qualified Financing occurred immediately prior to such Liquidity Event.

4.2 Dissolution Event. Upon a Dissolution Event prior to conversion, the Company shall pay the Investor the Purchase Amount, subject to the rights of creditors and applicable law.

5. REPRESENTATIONS AND WARRANTIES

5.1 Company Representations. The Company represents and warrants to the Investor that: (a) it is duly organized and validly existing under the laws of the jurisdiction identified above and has full corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder; (b) this Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Agreement will not conflict with or result in a breach of any material agreement, permit or law applicable to the Company.

5.2 Investor Representations. The Investor represents and warrants that: (a) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the Investor is acquiring this SAFE for investment purposes only and not with a view to any distribution, and understands the speculative nature of investments in early-stage companies; and (c) the Investor is an accredited investor or otherwise has the requisite experience and ability to bear the economic risk of this investment.

6. COVENANTS; CONDITIONS

6.1 Company Covenants. The Company covenants to use commercially reasonable efforts to cause any Qualified Financing to be consummated and to provide the Investor with notice of any such financing, Liquidity Event, or Dissolution Event in a timely manner. The Company shall maintain accurate capitalization records and promptly update its books to reflect conversion pursuant to this SAFE.

6.2 Conditions to Conversion. Conversion of this SAFE is subject to customary conditions including, without limitation, that no injunction, restraining order or other legal restraint prevents the issuance of shares and that all required corporate approvals have been obtained.

7. TRANSFER RESTRICTIONS

The Investor shall not assign or transfer this SAFE except (a) with the prior written consent of the Company, which shall not be unreasonably withheld, or (b) by operation of law to a successor of the Investor's entire business. Any attempted transfer in violation of this Section shall be null and void.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate in writing).

9. AMENDMENTS; WAIVER

No provision of this Agreement may be amended, waived or modified except by a written instrument signed by the Company and the Investor. The failure by either party to enforce any term or condition shall not constitute a waiver of such term or any other term.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

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

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

13. COUNTERPARTS

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

14. MISCELLANEOUS

The parties acknowledge that the issuance of shares upon conversion is subject to compliance with applicable securities laws and that the Company may require reasonable documentation, opinions or consents to permit such issuance. The Investor agrees to provide any required documentation in a timely manner.

SIGNATURES

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