SAFE Financing Agreement

SAFE FINANCING AGREEMENT

This SAFE Financing Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between:

Company

Investor

Investment Terms

Investor agrees to provide to Company the Purchase Amount of (U.S. dollars) in exchange for the right to certain equity conversion rights as set forth below.

Choice of SAFE Provisions (select all that apply):

Valuation Cap    Amount:

Discount    Percentage: %

Most Favored Nation (MFN) provision

Definitions and Conversion

"Equity Financing" means the Company's next equity financing of Securities resulting in gross proceeds to the Company of at least , excluding the conversion of this SAFE and other preexisting convertible securities.

Upon an Equity Financing, this SAFE shall automatically convert into the number of shares of the Preferred Stock issued in the Equity Financing equal to the Purchase Amount divided by the Conversion Price. The Conversion Price shall be determined as follows: (a) if a Valuation Cap is selected, Conversion Price shall be equal to the Valuation Cap divided by the Company's Fully Diluted Capitalization, adjusted for any voluntary capitalization changes effected prior to conversion; (b) if a Discount is selected, Conversion Price shall be equal to the price per share paid by purchasers in the Equity Financing multiplied by (1 - Discount%). If both Valuation Cap and Discount are selected, the investor shall receive the more favorable conversion price to the investor as of the time of conversion.

Liquidity Event; Dissolution

In the event of a Liquidity Event prior to conversion, the Investor shall, at the Investor's election, either (i) receive a cash payment equal to the Purchase Amount or (ii) convert this SAFE into shares of common stock on the Conversion Terms described above. If Company effects a liquidation, dissolution or winding up of the Company prior to conversion, the Investor shall be entitled to receive, prior to distribution to holders of common stock, an amount equal to the Purchase Amount, subject to the terms of this Agreement.

Representations and Warranties

Company Representations

The Company represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction, has the authority to execute and perform this Agreement, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate action.

Investor Representations

The Investor represents and warrants that (a) the Investor has full power and authority to execute and deliver this Agreement, (b) the Investor is acquiring this SAFE for investment for the Investor's own account and not with a view to distribution, and (c) the Investor is an accredited investor under applicable securities laws.

Transfer; Restrictions

This SAFE and the rights hereunder may not be transferred or assigned by the Investor without the prior written consent of the Company, except to transferees that meet the same representations and covenants set forth herein. Any attempted transfer in violation of this Section shall be null and void.

Notices

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Any amendment or waiver of any provision of this Agreement must be in a written instrument signed by both parties. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

Acknowledgments

Each party acknowledges that it has had the opportunity to review this Agreement with counsel, that it understands the terms and consequences of this Agreement, and that it has received adequate consideration for its commitments herein.

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