Postmoney Safe Draft Agreement

POSTMONEY SAFE DRAFT AGREEMENT

This Postmoney SAFE (the Agreement) is made as of by and between Company Name: , a corporation organized under the laws of , with its principal place of business at (the Company), and Investor Name: , with an address at (the Investor).

RECITALS

WHEREAS, the Company is seeking capital to finance its operations and growth, and the Investor desires to provide certain funds to the Company in exchange for the right to receive certain equity interests in the Company upon conversion of this SAFE pursuant to the terms set forth below;

WHEREAS, the parties desire that the conversion mechanics and protections applicable to the Investor be governed by post-money valuation terms as set forth herein to allocate equity on a post-money basis following an Equity Financing;

WHEREAS, the parties intend that this instrument constitute a binding agreement setting forth the rights and obligations of the Investor and the Company with respect to the Purchase Amount and the future issuance of capital stock or other equity securities upon conversion.

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

1. DEFINITIONS

1.1 "Purchase Amount" means the aggregate amount of cash paid by the Investor to the Company under this SAFE:

1.2 "Post-Money Valuation Cap" means the valuation cap used to determine conversion on a post-money basis: (in U.S. dollars).

1.3 "Discount" means the discount rate applicable to conversion, expressed as a percentage:

1.4 "Equity Financing" means the Company’s bona fide sale of its capital stock to investors for cash pursuant to a single transaction or series of related transactions resulting in aggregate gross proceeds to the Company of not less than .

2. PURCHASE AND ISSUANCE

2.1 Purchase. In exchange for the Purchase Amount, the Company hereby issues to the Investor the right to receive certain capital stock of the Company upon conversion in accordance with the terms of this SAFE. The Purchase Amount shall be delivered in immediately available funds on or prior to the date of this Agreement.

2.2 No Interest; Nontransferable. This SAFE shall not bear interest and shall not be transferable except with the prior written consent of the Company, which consent shall not be unreasonably withheld; provided that the Investor may transfer this SAFE to an affiliate or pursuant to a bona fide sale of all or substantially all of Investor’s assets if the transferee agrees in writing to be bound by the terms of this SAFE.

3. CONVERSION

3.1 Automatic Conversion upon Equity Financing. Upon the closing of an Equity Financing, this SAFE shall automatically convert into that number of shares of the capital stock issued in the Equity Financing as determined by dividing the Purchase Amount by the Conversion Price. The Conversion Price shall be the lesser of (i) the price per share determined by applying the Post-Money Valuation Cap on a fully diluted basis, and (ii) the price per share after applying the Discount to the price per share in the Equity Financing.

3.2 Conversion Mechanics. Upon conversion, the Company shall deliver to the Investor such number of shares as determined above and shall take all corporate actions reasonably required to effectuate such issuance, including updating the Company’s capitalization records. The Investor shall execute such documentation as may be reasonably requested by the Company to consummate the conversion, provided such documentation is consistent with the terms of this SAFE.

4. TERMINATION

4.1 Termination Events. This SAFE will terminate (a) upon conversion pursuant to Section 3, (b) upon payment of the Purchase Amount in connection with a Liquidity Event where the Company elects to pay the Investor cash in lieu of conversion, or (c) upon mutual written agreement of the Company and the Investor.

5. REPRESENTATIONS AND WARRANTIES

5.1 Company Representations. The Company represents and warrants to the Investor that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) the execution, delivery and performance of this SAFE are within the Company’s corporate powers and have been duly authorized; (c) this SAFE constitutes a valid and binding obligation of the Company enforceable in accordance with its terms; and (d) issuance of shares upon conversion will, when issued in compliance with applicable securities laws and on the terms set forth herein, be validly issued, fully paid and non-assessable.

5.2 Investor Representations. The Investor represents and warrants to the Company that: (a) the Investor has full power and authority to enter into this SAFE and to carry out its obligations hereunder; (b) the Investor is acquiring the rights under this SAFE for investment for its own account and not with a view to or for sale in connection with any distribution thereof; and (c) the Investor is an accredited investor under applicable securities laws or otherwise has the capacity to evaluate the merits and risks of this investment.

5.3 Survival. The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this SAFE and the issuance of any shares upon conversion.

6. COVENANTS

6.1 Company Covenants. Until this SAFE is converted or terminated, the Company shall not, without the prior written consent of the Investor, amend its organizational documents in a manner that would materially and adversely affect the rights of the Investor under this SAFE. The Company shall provide the Investor with reasonable notice of any Equity Financing and any corporate action reasonably necessary to effectuate conversion.

6.2 Information Rights. For so long as the Investor holds rights under this SAFE, the Company shall provide the Investor with financial statements and such other information as is customarily provided to holders of convertible securities in similar financings, subject to reasonable confidentiality obligations.

7. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the party at the address set forth below or to such other address that a party may specify in writing from time to time. Notices shall be delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier and shall be effective upon receipt.

8. MISCELLANEOUS

8.1 Governing Law. This SAFE shall be governed by and construed in accordance with the internal laws of the State selected by the parties: , without regard to choice of law principles.

8.2 Entire Agreement. This SAFE constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings between the parties, whether written or oral.

8.3 Amendments; Waiver. Any term of this SAFE may be amended or waived only with the written consent of the Company and the Investor. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

8.4 Severability. If any provision of this SAFE is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall endeavor in good faith to replace such invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that achieves, to the extent possible, the parties’ original intent.

8.5 Counterparts. This SAFE 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. Delivery of an executed counterpart by electronic transmission shall be sufficient to bind the delivering party.

9. ADDITIONAL PROVISIONS

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