SAFE Assignment Agreement

SAFE Assignment Agreement

This SAFE Assignment Agreement (the "Agreement") is made and entered into as of , , by and between Assignor Name: , Address: (the "Assignor"), and Assignee Name: , Address: (the "Assignee").

RECITALS

WHEREAS, Assignor is the legal and beneficial owner of that certain Simple Agreement for Future Equity (the "SAFE") originally issued by Issuer Name: , dated , identifying the investment terms and related rights described in the SAFE (the "Assigned SAFE");

WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to accept from Assignor, all of Assignor's right, title and interest in and to the Assigned SAFE and any and all rights and obligations thereunder, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement effectuate a complete and present assignment of the Assigned SAFE, subject to any required consents of the Issuer and other terms set forth below.

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. ASSIGNMENT AND ASSUMPTION

1.1 Assignment. Effective as of the Effective Date set forth above, Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in, to and under the Assigned SAFE, including without limitation (a) the right to receive any equity, securities, payments, distributions or other proceeds (whether in cash, securities or other property) that may become due or payable to Assignor pursuant to the terms of the Assigned SAFE, and (b) all rights to enforce, remedy or otherwise exercise any rights or remedies under the Assigned SAFE (collectively, the "Assigned Rights").

1.2 Assumption. Assignee hereby accepts the assignment described in Section 1.1 and assumes all obligations of Assignor arising under the Assigned SAFE after the Effective Date to the extent assignable, subject to the terms and conditions of the Assigned SAFE and this Agreement.

2. CONSIDERATION

As consideration for the assignment and transfer described herein, Assignee shall pay to Assignor the sum of (U.S. dollars) or other good and valuable consideration the sufficiency of which is acknowledged by Assignor. Assignor hereby acknowledges receipt of such consideration.

3. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee that, as of the Effective Date: (a) Assignor is the sole legal and beneficial owner of the Assigned Rights free and clear of any liens, encumbrances, pledges or restrictions other than those set forth in the Assigned SAFE; (b) the assignment and performance of this Agreement has been duly authorized by all necessary action on the part of Assignor; (c) the execution, delivery and performance of this Agreement by Assignor does not and will not violate any agreement, law or order binding on Assignor; and (d) there is no pending or threatened claim, action or proceeding relating to the Assigned SAFE that would adversely affect Assignor's ability to assign the Assigned Rights as provided herein.

4. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants to Assignor that as of the Effective Date: (a) Assignee has full power and authority to enter into and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement by Assignee have been duly authorized by all required action; and (c) Assignee accepts the Assigned Rights subject to the terms of the Assigned SAFE and assumes the obligations specified in Section 1.2.

5. ISSUER CONSENT; NOTICE TO ISSUER

5.1 Issuer Consent. The parties acknowledge that assignment of the Assigned SAFE may be subject to the consent of the Issuer. Assignor shall deliver to Assignee any and all written consent(s) from the Issuer in Assignor's possession at or prior to the Effective Date. If Issuer consent is required but not obtained, this Agreement shall nevertheless be effective as between Assignor and Assignee, and Assignor shall use commercially reasonable efforts to obtain such consent promptly.

5.2 Notice to Issuer. Assignor and Assignee shall cooperate in providing any notices, assignments, amendments or acknowledgements to the Issuer necessary to reflect the assignment effected by this Agreement. Assignor shall not be deemed released from any liability for acts prior to assignment except as expressly set forth herein.

6. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably requested by the other party to effect, perfect or confirm the assignment and transfer of the Assigned Rights and to carry out the intent of this Agreement.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by nationally recognized overnight courier, by certified mail (return receipt requested), or by other means agreed by the parties, to the addresses set forth above or such other address as a party may designate by notice to the other in accordance with this Section.

8. COSTS AND EXPENSES

Except as otherwise provided herein, each party shall bear its own costs and expenses in connection with the negotiation, preparation, execution and performance of this Agreement, including any fees of counsel.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Assigned SAFE and any documents delivered pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and such invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving its original intent.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom enforcement is sought. The failure of a party to enforce any right or remedy shall not constitute a waiver of such right or remedy. 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. Facsimile or electronic signatures shall be treated as original signatures for all purposes.

12. MISCELLANEOUS

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties agree to cooperate in good faith to carry out the purposes and intents of this Agreement.

Sign Now