SAFE Valuation Cap Agreement

SAFE VALUATION CAP AGREEMENT

This SAFE (Simple Agreement for Future Equity) — Valuation Cap (the Agreement) is made and entered into as of Effective Date: by and between Company Name: and Investor Name: .

Company Contact Information

Investor Information

Investor represents and warrants that Investor is: Individual Entity. Accredited investor: Yes

Purchase Terms

Purchase Amount (the Purchase Amount) to be invested by Investor is $ payable by wire, check, or other agreed payment method.

Valuation Cap and Conversion

Valuation Cap: For purposes of conversion under this SAFE, the Valuation Cap shall be $ on a fully diluted basis (including any outstanding options and convertible securities as defined below).

Discount (if applicable): The SAFE shall convert at a discount of to the price per share paid by the purchasers in the Qualified Financing, if a discount applies.

Conversion upon Equity Financing: Upon the closing of the Company’s next equity financing with gross proceeds to the Company of at least $ (a Qualified Financing), the Purchase Amount will automatically convert into the number of shares of the capital stock issued in such financing determined by applying the lesser of (a) the price per share equal to the Valuation Cap divided by the fully diluted capitalization and (b) the price per share equal to the price paid by the investors in the Qualified Financing multiplied by (1 - Discount), subject to standard anti-dilution adjustments set forth below.

Liquidity Event; Dissolution

Liquidity Event: If a Liquidity Event (sale, merger, or similar transaction) occurs prior to conversion, Investor shall receive, at Investor’s election, either: (a) a payment equal to the Purchase Amount, or (b) automatically convertible securities into common stock calculated using the Valuation Cap. Election procedure: Investor must provide written notice prior to the closing of such event to the Company at the Notices address below.

Dissolution: If the Company dissolves prior to conversion or a Liquidity Event, the Purchase Amount shall be repaid to Investor subordinate to repayment of secured creditors but senior to common stockholders, to the extent of available assets.

Representations and Warranties

Company Representations: The Company represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction of incorporation; it has full power and authority to enter into this Agreement and to perform its obligations; issuance of securities upon conversion will be duly authorized and, when issued, will be validly issued, fully paid and nonassessable except as provided by law. The Company further warrants that no consent, authorization or approval of any governmental authority or third party is required for execution and performance of this Agreement except as disclosed in writing to Investor.

Investor Representations: Investor represents that Investor has full power and authority to enter into this Agreement; that this Agreement constitutes a valid and binding obligation of Investor; and that Investor is acquiring the SAFE for investment purposes and not with a view to distribution or resale. If Investor is an entity, Investor warrants that it has provided any required organizational or investment approvals.

Covenants; Transfer Restrictions

Transfer Restrictions: This SAFE and any rights hereunder may not be transferred except (a) with the written consent of the Company, or (b) to an affiliate of Investor that agrees in writing to be bound by the terms of this SAFE. Any purported transfer in violation of this Section shall be void.

Company Covenants: The Company shall use reasonable best efforts to provide Investor with notices of any Qualified Financing, Liquidity Event or dissolution in accordance with the Notices provision below and shall use reasonable efforts to reserve authorized capital stock sufficient to effectuate the conversions as contemplated herein.

Governing Law; Notices; Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

Entire Agreement; Amendment: This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof. Any amendment or waiver must be in writing signed by the Company and the Investor. Severability: If any provision is held invalid, the remainder shall continue in full force and effect.

Additional Terms

Acknowledgment and Certification

By signing below, the parties acknowledge that they have read and understand this SAFE and agree to be bound by its terms. The parties further certify that all information provided to each other in connection with this SAFE is true and complete to the best of their knowledge.

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