SAFE Contract Amendment

SAFE CONTRACT AMENDMENT

This SAFE Contract Amendment (the "Amendment") is made as of by and between Company Name: a corporation organized under the laws of (the "Company"), and Investor Name: ("Investor"). The Company and the Investor are each a "Party" and together the "Parties."

RECITALS

WHEREAS, on the Parties entered into that certain Simple Agreement for Future Equity, commonly referred to as a SAFE (the "Original Agreement");

WHEREAS, the Parties desire to amend certain terms of the Original Agreement as set forth in this Amendment in order to reflect the Parties' mutual agreement regarding conversion mechanics and economics; and

WHEREAS, capitalized terms used but not defined in this Amendment have the meanings given to them in the Original Agreement unless otherwise defined herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINED REFERENCE

The Original Agreement shall be referred to in this Amendment as the "Original Agreement" and is incorporated herein by reference. The Original Agreement is hereby amended only to the extent expressly set forth in this Amendment. All other terms of the Original Agreement shall remain in full force and effect.

2. AMENDMENT TO PURCHASE AMOUNT; NEW PURCHASE AMOUNT

Section 1 (Purchase Amount) of the Original Agreement is amended and restated in its entirety to read as follows: "The purchase amount under the SAFE shall be (the 'Purchase Amount'), payable by Investor to Company on such terms as the Parties may agree in writing."

3. AMENDMENT TO VALUATION CAP AND DISCOUNT

The definition of "Valuation Cap" in the Original Agreement is amended to be and the discount applicable on conversion is amended to be (the "Discount"). Such Valuation Cap and Discount shall govern all conversions under the Original Agreement after the Effective Date of this Amendment.

4. CONVERSION; ADJUSTED TERMS

For purposes of conversion of the SAFE into equity securities, the Parties agree that upon the next Equity Financing (as defined in the Original Agreement) the Purchase Amount shall convert into the class of securities issued in such Equity Financing on the same terms and with the economic adjustments set forth herein. If conversion is based on the Valuation Cap, the number of shares issuable to Investor shall be calculated by dividing the Purchase Amount by the applicable per share conversion price derived from the Valuation Cap. If conversion is based on the Discount, the per share conversion price shall reflect the Discount applied to the price per share of the Equity Financing. In the event of any inconsistency between this Amendment and the Original Agreement with respect to conversion mechanics, this Amendment shall control.

5. REPRESENTATIONS AND WARRANTIES

5.1 Company Representations. The Company represents and warrants to Investor that (a) it has full power and authority to enter into and perform this Amendment; (b) the execution, delivery and performance of this Amendment have been duly authorized by all required corporate action; and (c) this Amendment constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally.

5.2 Investor Representations. The Investor represents and warrants to the Company that (a) it has the full power and authority to enter into and perform this Amendment; (b) it is acquiring the rights under the SAFE and this Amendment for investment for its own account and not with a view to any distribution or resale; and (c) all information provided by Investor to Company in connection with the Original Agreement and this Amendment is true and correct in all material respects.

6. NO OTHER MODIFICATIONS

Except as expressly set forth in this Amendment, all terms and provisions of the Original Agreement shall remain unmodified and in full force and effect. This Amendment does not waive, release or discharge any liability for any prior breach of the Original Agreement.

7. NOTICES

Notices under this Amendment shall be given in writing and shall be effective upon receipt at the respective notice addresses set forth above or at such other address as a Party may designate by notice to the other Party in accordance with this Section.

8. GOVERNING LAW; VENUE

This Amendment shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Amendment shall be brought exclusively in the state or federal courts located in the county of such state selected above, and each Party hereby consents to personal jurisdiction and venue therein.

9. ENTIRE AGREEMENT; SEVERABILITY

This Amendment and the Original Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto. If any provision of this Amendment is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Amendment shall be effective unless in writing and signed by both Parties. No failure or delay by a Party in exercising any right under this Amendment shall operate as a waiver of that right. This Amendment 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 transmitted by electronic means shall be binding.

11. ASSIGNMENT

Neither this Amendment nor any rights or obligations hereunder may be assigned by a Party without the prior written consent of the other Party; provided, however, that the Company may assign its rights and obligations to any successor to all or substantially all of its business or assets so long as such successor assumes the Company's obligations under this Amendment.

ADDITIONAL AMENDMENTS OR NOTES

The Parties acknowledge that they have read and understand this Amendment and that each Party's signatory below is duly authorized to execute this Amendment on behalf of such Party.

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