safe-note-content.js

export const discountSafe =
    `THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“**SECURITIES ACT**”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

\[**COMPANY NAME**\]

**SAFE**

**(Simple Agreement for Future Equity)**

THIS CERTIFIES THAT in exchange for the payment by \[Investor Name\]
(the “**Investor**”) of $\[\_\_\_\_\_\_\_\_\_\_\] (the “**Purchase
Amount**”) on or about \[Date of Safe\], \[Company Name\], a \[State of
Incorporation\] corporation (the “**Company**”), issues to the Investor
the right to certain shares of the Company’s Capital Stock, subject to
the terms described below.

This Safe is one of the forms available at
<http://ycombinator.com/documents> and the Company and the Investor
agree that neither one has modified the form, except to fill in blanks
and bracketed terms.

The “**Discount Rate**” is \[_100 minus the discount_\]%.

See **Section 2** for certain additional defined terms.

**1. _Events_**

(a) **<span class="underline">Equity Financing</span>**. If there is an
Equity Financing before the termination of this Safe, on the initial
closing of such Equity Financing, this Safe will automatically convert
into the number of shares of Safe Preferred Stock equal to the Purchase
Amount divided by the Discount Price.

In connection with the automatic conversion of this Safe into shares of
Safe Preferred Stock, the Investor will execute and deliver to the
Company all of the transaction documents related to the Equity
Financing; _provided,_ that such documents (i) are the same documents to
be entered into with the purchasers of Standard Preferred Stock, with
appropriate variations for the Safe Preferred Stock if applicable, and
(ii) have customary exceptions to any drag-along applicable to the
Investor, including (without limitation) limited representations,
warranties, liability and indemnification obligations for the Investor.

(b) **<span class="underline">Liquidity Event</span>**. If there is a
Liquidity Event before the termination of this Safe, this Safe will
automatically be entitled (subject to the liquidation priority set forth
in Section 1(d) below) to receive a portion of Proceeds, due and payable
to the Investor immediately prior to, or concurrent with, the
consummation of such Liquidity Event, equal to the greater of (i) the
Purchase Amount (the “**Cash-Out Amount**”) or (ii) the amount payable
on the number of shares of Common Stock equal to the Purchase Amount
divided by the Liquidity Price (the “**Conversion Amount**”). If any of
the Company’s securityholders are given a choice as to the form and
amount of Proceeds to be received in a Liquidity Event, the Investor
will be given the same choice, _provided_ that the Investor may not
choose to receive a form of consideration that the Investor would be
ineligible to receive as a result of the Investor’s failure to satisfy
any requirement or limitation generally applicable to the Company’s
securityholders, or under any applicable laws.

Notwithstanding the foregoing, in connection with a Change of Control
intended to qualify as a tax-free reorganization, the Company may reduce
the cash portion of Proceeds payable to the Investor by the amount
determined by its board of directors in good faith for such Change of
Control to qualify as a tax-free reorganization for U.S. federal income
tax purposes, provided that such reduction (A) does not reduce the total
Proceeds payable to such Investor and (B) is applied in the same manner
and on a pro rata basis to all securityholders who have equal priority
to the Investor under Section 1(d).

(c) **<span class="underline">Dissolution Event</span>**. If there is a
Dissolution Event before the termination of this Safe, the Investor will
automatically be entitled (subject to the liquidation priority set forth
in Section 1(d) below) to receive a portion of Proceeds equal to the
Cash-Out Amount, due and payable to the Investor immediately prior to
the consummation of the Dissolution Event.

(d) **<span class="underline">Liquidation Priority</span>**. In a
Liquidity Event or Dissolution Event, this Safe is intended to operate
like standard non-participating Preferred Stock. The Investor’s right to
receive its Cash-Out Amount is:

(i) Junior to payment of outstanding indebtedness and creditor claims,
including contractual claims for payment and convertible promissory
notes (to the extent such convertible promissory notes are not actually
or notionally converted into Capital Stock);

(ii) On par with payments for other Safes and/or Preferred Stock, and if
the applicable Proceeds are insufficient to permit full payments to the
Investor and such other Safes and/or Preferred Stock, the applicable
Proceeds will be distributed pro rata to the Investor and such other
Safes and/or Preferred Stock in proportion to the full payments that
would otherwise be due; and

(iii) Senior to payments for Common Stock.

The Investor’s right to receive its Conversion Amount is (A) on par with
payments for Common Stock and other Safes and/or Preferred Stock who are
also receiving Conversion Amounts or Proceeds on a similar as-converted
to Common Stock basis, and (B) junior to payments described in clauses
(i) and (ii) above (in the latter case, to the extent such payments are
Cash-Out Amounts or similar liquidation preferences).

(e) **<span class="underline">Termination</span>**. This Safe will
automatically terminate (without relieving the Company of any
obligations arising from a prior breach of or non-compliance with this
Safe) immediately following the earliest to occur of: (i) the issuance
of Capital Stock to the Investor pursuant to the automatic conversion of
this Safe under Section 1(a); or (ii) the payment, or setting aside for
payment, of amounts due the Investor pursuant to Section 1(b) or Section
1(c).

**2. _Definitions_**

“**Capital Stock**” means the capital stock of the Company, including,
without limitation, the “**Common Stock**” and the “**Preferred
Stock**.”

“**Change of Control**” means (i) a transaction or series of related
transactions in which any “person” or “group” (within the meaning of
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended), directly or
indirectly, of more than 50% of the outstanding voting securities of the
Company having the right to vote for the election of members of the
Company’s board of directors, (ii) any reorganization, merger or
consolidation of the Company, other than a transaction or series of
related transactions in which the holders of the voting securities of
the Company outstanding immediately prior to such transaction or series
of related transactions retain, immediately after such transaction or
series of related transactions, at least a majority of the total voting
power represented by the outstanding voting securities of the Company or
such other surviving or resulting entity or (iii) a sale, lease or other
disposition of all or substantially all of the assets of the Company.

“**Direct Listing**” means the Company’s initial listing of its Common
Stock (other than shares of Common Stock not eligible for resale under
Rule 144 under the Securities Act) on a national securities exchange by
means of an effective registration statement on Form S-1 filed by the
Company with the SEC that registers shares of existing capital stock of
the Company for resale, as approved by the Company’s board of directors.
For the avoidance of doubt, a Direct Listing shall not be deemed to be
an underwritten offering and shall not involve any underwriting
services.

“**Discount Price**” means the lowest price per share of the Standard
Preferred Stock sold in the Equity Financing multiplied by the Discount
Rate.

“**Dissolution Event**” means (i) a voluntary termination of operations,
(ii) a general assignment for the benefit of the Company’s creditors or
(iii) any other liquidation, dissolution or winding up of the Company
(**<span class="underline">excluding</span>** a Liquidity Event),
whether voluntary or involuntary.

“**Dividend Amount**” means, with respect to any date on which the
Company pays a dividend on its outstanding Common Stock, the amount of
such dividend that is paid per share of Common Stock multiplied by (x)
the Purchase Amount divided by (y) the Liquidity Price (treating the
dividend date as a Liquidity Event solely for purposes of calculating
such Liquidity Price).

“**Equity Financing**” means a bona fide transaction or series of
transactions with the principal purpose of raising capital, pursuant to
which the Company issues and sells Preferred Stock at a fixed valuation,
including but not limited to, a pre-money or post-money valuation.

“**Initial Public Offering**” means the closing of the Company’s first
firm commitment underwritten initial public offering of Common Stock
pursuant to a registration statement filed under the Securities Act.

“**Liquidity Event**” means a Change of Control, a Direct Listing or an
Initial Public Offering.

“**Liquidity Price**” means the price per share equal to the fair market
value of the Common Stock at the time of the Liquidity Event, as
determined by reference to the purchase price payable in connection with
such Liquidity Event, multiplied by the Discount Rate.

“**Proceeds**” means cash and other assets (including without limitation
stock consideration) that are proceeds from the Liquidity Event or the
Dissolution Event, as applicable, and legally available for
distribution.

“**Safe**” means an instrument containing a future right to shares of
Capital Stock, similar in form and content to this instrument, purchased
by investors for the purpose of funding the Company’s business
operations. References to “this Safe” mean this specific instrument.

“**Safe** **Preferred Stock**” means the shares of the series of
Preferred Stock issued to the Investor in an Equity Financing, having
the identical rights, privileges, preferences and restrictions as the
shares of Standard Preferred Stock, other than with respect to: (i) the
per share liquidation preference and the initial conversion price for
purposes of price-based anti-dilution protection, which will equal the
Discount Price; and (ii) the basis for any dividend rights, which will
be based on the Discount Price.

“S**tandard Preferred Stock**” means the shares of a series of Preferred
Stock issued to the investors investing new money in the Company in
connection with the initial closing of the Equity Financing.

**3. _Company Representations_**

(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation, and has the
power and authority to own, lease and operate its properties and carry
on its business as now conducted.

(b) The execution, delivery and performance by the Company of this Safe
is within the power of the Company and has been duly authorized by all
necessary actions on the part of the Company (subject to section 3(d)).
This Safe constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except as limited by bankruptcy, insolvency or other laws of general
application relating to or affecting the enforcement of creditors’
rights generally and general principles of equity. To its knowledge, the
Company is not in violation of (i) its current certificate of
incorporation or bylaws, (ii) any material statute, rule or regulation
applicable to the Company or (iii) any material debt or contract to
which the Company is a party or by which it is bound, where, in each
case, such violation or default, individually, or together with all such
violations or defaults, could reasonably be expected to have a material
adverse effect on the Company.

(c) The performance and consummation of the transactions contemplated by
this Safe do not and will not: (i) violate any material judgment,
statute, rule or regulation applicable to the Company; (ii) result in
the acceleration of any material debt or contract to which the Company
is a party or by which it is bound; or (iii) result in the creation or
imposition of any lien on any property, asset or revenue of the Company
or the suspension, forfeiture, or nonrenewal of any material permit,
license or authorization applicable to the Company, its business or
operations.

(d) No consents or approvals are required in connection with the
performance of this Safe, other than: (i) the Company’s corporate
approvals; (ii) any qualifications or filings under applicable
securities laws; and (iii) necessary corporate approvals for the
authorization of Capital Stock issuable pursuant to Section 1.

(e) To its knowledge, the Company owns or possesses (or can obtain on
commercially reasonable terms) sufficient legal rights to all patents,
trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information, processes and other intellectual property rights
necessary for its business as now conducted and as currently proposed to
be conducted, without any conflict with, or infringement of the rights
of, others.

**4. _Investor Representations_**

(a) The Investor has full legal capacity, power and authority to execute
and deliver this Safe and to perform its obligations hereunder. This
Safe constitutes valid and binding obligation of the Investor,
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws of general application relating to
or affecting the enforcement of creditors’ rights generally and general
principles of equity.

(b) The Investor is an accredited investor as such term is defined in
Rule 501 of Regulation D under the Securities Act, and acknowledges and
agrees that if not an accredited investor at the time of an Equity
Financing, the Company may void this Safe and return the Purchase
Amount. The Investor has been advised that this Safe and the underlying
securities have not been registered under the Securities Act, or any
state securities laws and, therefore, cannot be resold unless they are
registered under the Securities Act and applicable state securities laws
or unless an exemption from such registration requirements is available.
The Investor is purchasing this Safe and the securities to be acquired
by the Investor hereunder for its own account for investment, not as a
nominee or agent, and not with a view to, or for resale in connection
with, the distribution thereof, and the Investor has no present
intention of selling, granting any participation in, or otherwise
distributing the same. The Investor has such knowledge and experience in
financial and business matters that the Investor is capable of
evaluating the merits and risks of such investment, is able to incur a
complete loss of such investment without impairing the Investor’s
financial condition and is able to bear the economic risk of such
investment for an indefinite period of time.

**5. _Miscellaneous_**

(a) Any provision of this Safe may be amended, waived or modified by
written consent of the Company and either (i) the Investor or (ii) the
majority-in-interest of all then-outstanding Safes with the same
“Post-Money Valuation Cap” and “Discount Rate” as this Safe (and Safes
lacking one or both of such terms will be considered to be the same with
respect to such term(s)), _provided that_ with respect to clause (ii):
(A) the Purchase Amount may not be amended, waived or modified in this
manner, (B) the consent of the Investor and each holder of such Safes
must be solicited (even if not obtained), and (C) such amendment, waiver
or modification treats all such holders in the same manner.
“Majority-in-interest” refers to the holders of the applicable group
of Safes whose Safes have a total Purchase Amount greater than 50% of
the total Purchase Amount of all of such applicable group of Safes.

(b) Any notice required or permitted by this Safe will be deemed
sufficient when delivered personally or by overnight courier or sent by
email to the relevant address listed on the signature page, or 48 hours
after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, addressed to the party to be notified at such
party’s address listed on the signature page, as subsequently modified
by written notice.

(c) The Investor is not entitled, as a holder of this Safe, to vote or
be deemed a holder of Capital Stock for any purpose other than tax
purposes, nor will anything in this Safe be construed to confer on the
Investor, as such, any rights of a Company stockholder or rights to vote
for the election of directors or on any matter submitted to Company
stockholders, or to give or withhold consent to any corporate action or
to receive notice of meetings, until shares have been issued on the
terms described in Section 1. However, if the Company pays a dividend on
outstanding shares of Common Stock (that is not payable in shares of
Common Stock) while this Safe is outstanding, the Company will pay the
Dividend Amount to the Investor at the same time.

(d) Neither this Safe nor the rights in this Safe are transferable or
assignable, by operation of law or otherwise, by either party without
the prior written consent of the other; _provided, however_, that this
Safe and/or its rights may be assigned without the Company’s consent by
the Investor (i) to the Investor’s estate, heirs, executors,
administrators, guardians and/or successors in the event of Investor’s
death or disability, or (ii) to any other entity who directly or
indirectly, controls, is controlled by or is under common control with
the Investor, including, without limitation, any general partner,
managing member, officer or director of the Investor, or any venture
capital fund now or hereafter existing which is controlled by one or
more general partners or managing members of, or shares the same
management company with, the Investor; and _provided, further_, that the
Company may assign this Safe in whole, without the consent of the
Investor, in connection with a reincorporation to change the Company’s
domicile.

(e) In the event any one or more of the provisions of this Safe is for
any reason held to be invalid, illegal or unenforceable, in whole or in
part or in any respect, or in the event that any one or more of the
provisions of this Safe operate or would prospectively operate to
invalidate this Safe, then and in any such event, such provision(s) only
will be deemed null and void and will not affect any other provision of
this Safe and the remaining provisions of this Safe will remain
operative and in full force and effect and will not be affected,
prejudiced, or disturbed thereby.

(f) All rights and obligations hereunder will be governed by the laws of
the State of \[Governing Law Jurisdiction\], without regard to the
conflicts of law provisions of such jurisdiction.

(g) The parties acknowledge and agree that for United States federal and
state income tax purposes this Safe is, and at all times has been,
intended to be characterized as stock, and more particularly as common
stock for purposes of Sections 304, 305, 306, 354, 368, 1036 and 1202 of
the Internal Revenue Code of 1986, as amended. Accordingly, the parties
agree to treat this Safe consistent with the foregoing intent for all
United States federal and state income tax purposes (including, without
limitation, on their respective tax returns or other informational
statements).

(_Signature page follows_)

IN WITNESS WHEREOF, the undersigned have caused this Safe to be duly
executed and delivered.

\[**COMPANY\]**

By: <span class="underline"> </span>

\[_name_\]

\[_title_\]

Address: <span class="underline"> </span>

<span class="underline"> </span>

Email: <span class="underline"> </span>

**INVESTOR:**

By: <span class="underline"> </span>

Name: <span class="underline"> </span>

Title: <span class="underline"> </span>

Address: <span class="underline"> </span>

<span class="underline"> </span>

Email: <span class="underline"> </span>`;
export const mfnSafe =
    `THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“**SECURITIES ACT**”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

\[**COMPANY NAME**\]

**SAFE **

**(Simple Agreement for Future Equity)**

THIS CERTIFIES THAT in exchange for the payment by \[Investor Name\]
(the “**Investor**”) of $\[\_\_\_\_\_\_\_\_\_\_\_\_\_\] (the “**Purchase
Amount**”) on or about \[Date of Safe\], \[Company Name\], a \[State of
Incorporation\] corporation (the “**Company**”), issues to the Investor
the right to certain shares of the Company’s Capital Stock, subject to
the terms described below.

This Safe is one of the forms available at
<http://ycombinator.com/documents> and the Company and the Investor
agree that neither one has modified the form, except to fill in blanks
and bracketed terms.

**1. *Events***

(a) **<span class="underline">Equity Financing</span>**. If there is an
Equity Financing before the termination of this Safe, on the initial
closing of such Equity Financing, this Safe will automatically convert
into the number of shares of Standard Preferred Stock equal to the
Purchase Amount divided by the lowest price per share of the Standard
Preferred Stock.

In connection with the automatic conversion of this Safe into shares of
Standard Preferred Stock, the Investor will execute and deliver to the
Company all of the transaction documents related to the Equity
Financing; *provided,* that such documents (i) are the same documents to
be entered into with the purchasers of Standard Preferred Stock, and
(ii) have customary exceptions to any drag-along applicable to the
Investor, including (without limitation) limited representations,
warranties, liability and indemnification obligations for the Investor.

(b) **<span class="underline">Liquidity Event</span>**. If there is a
Liquidity Event before the termination of this Safe, this Safe will
automatically be entitled (subject to the liquidation priority set forth
in Section 1(d) below) to receive a portion of Proceeds, due and payable
to the Investor immediately prior to, or concurrent with, the
consummation of such Liquidity Event, equal to the greater of (i) the
Purchase Amount (the “**Cash-Out Amount**”) or (ii) the amount payable
on the number of shares of Common Stock equal to the Purchase Amount
divided by the Liquidity Price (the “**Conversion Amount**”). If any of
the Company’s securityholders are given a choice as to the form and
amount of Proceeds to be received in a Liquidity Event, the Investor
will be given the same choice, *provided* that the Investor may not
choose to receive a form of consideration that the Investor would be
ineligible to receive as a result of the Investor’s failure to satisfy
any requirement or limitation generally applicable to the Company’s
securityholders, or under any applicable laws.

Notwithstanding the foregoing, in connection with a Change of Control
intended to qualify as a tax-free reorganization, the Company may reduce
the cash portion of Proceeds payable to the Investor by the amount
determined by its board of directors in good faith for such Change of
Control to qualify as a tax-free reorganization for U.S. federal income
tax purposes, provided that such reduction (A) does not reduce the total
Proceeds payable to such Investor and (B) is applied in the same manner
and on a pro rata basis to all securityholders who have equal priority
to the Investor under Section 1(d).

(c) **<span class="underline">Dissolution Event</span>**. If there is a
Dissolution Event before the termination of this Safe, the Investor will
automatically be entitled (subject to the liquidation priority set forth
in Section 1(d) below) to receive a portion of Proceeds equal to the
Cash-Out Amount, due and payable to the Investor immediately prior to
the consummation of the Dissolution Event.

(d) **<span class="underline">Liquidation Priority</span>**. In a
Liquidity Event or Dissolution Event, this Safe is intended to operate
like standard non-participating Preferred Stock. The Investor’s right to
receive its Cash-Out Amount is:

(i) Junior to payment of outstanding indebtedness and creditor claims,
including contractual claims for payment and convertible promissory
notes (to the extent such convertible promissory notes are not actually
or notionally converted into Capital Stock);

(ii) On par with payments for other Safes and/or Preferred Stock, and if
the applicable Proceeds are insufficient to permit full payments to the
Investor and such other Safes and/or Preferred Stock, the applicable
Proceeds will be distributed pro rata to the Investor and such other
Safes and/or Preferred Stock in proportion to the full payments that
would otherwise be due; and

(iii) Senior to payments for Common Stock.

The Investor’s right to receive its Conversion Amount is (A) on par with
payments for Common Stock and other Safes and/or Preferred Stock who are
also receiving Conversion Amounts or Proceeds on a similar as-converted
to Common Stock basis, and (B) junior to payments described in clauses
(i) and (ii) above (in the latter case, to the extent such payments are
Cash-Out Amounts or similar liquidation preferences).

(e) **<span class="underline">Termination</span>**. This Safe will
automatically terminate (without relieving the Company of any
obligations arising from a prior breach of or non-compliance with this
Safe) immediately following the earliest to occur of: (i) the issuance
of Capital Stock to the Investor pursuant to the automatic conversion of
this Safe under Section 1(a); or (ii) the payment, or setting aside for
payment, of amounts due the Investor pursuant to Section 1(b) or Section
1(c).

**2.** ***Definitions***

“**Capital Stock**” means the capital stock of the Company, including,
without limitation, the “**Common Stock**” and the “**Preferred
Stock**.”

“**Change of Control**” means (i) a transaction or series of related
transactions in which any “person” or “group” (within the meaning of
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended), directly or
indirectly, of more than 50% of the outstanding voting securities of the
Company having the right to vote for the election of members of the
Company’s board of directors, (ii) any reorganization, merger or
consolidation of the Company, other than a transaction or series of
related transactions in which the holders of the voting securities of
the Company outstanding immediately prior to such transaction or series
of related transactions retain, immediately after such transaction or
series of related transactions, at least a majority of the total voting
power represented by the outstanding voting securities of the Company or
such other surviving or resulting entity or (iii) a sale, lease or other
disposition of all or substantially all of the assets of the Company.

“**Direct Listing**” means the Company’s initial listing of its Common
Stock (other than shares of Common Stock not eligible for resale under
Rule 144 under the Securities Act) on a national securities exchange by
means of an effective registration statement on Form S-1 filed by the
Company with the SEC that registers shares of existing capital stock of
the Company for resale, as approved by the Company’s board of directors.
For the avoidance of doubt, a Direct Listing shall not be deemed to be
an underwritten offering and shall not involve any underwriting
services.

“**Dissolution Event**” means (i) a voluntary termination of operations,
(ii) a general assignment for the benefit of the Company’s creditors or
(iii) any other liquidation, dissolution or winding up of the Company
(**<span class="underline">excluding</span>** a Liquidity Event),
whether voluntary or involuntary.

“**Dividend Amount**” means, with respect to any date on which the
Company pays a dividend on its outstanding Common Stock, the amount of
such dividend that is paid per share of Common Stock multiplied by (x)
the Purchase Amount divided by (y) the Liquidity Price (treating the
dividend date as a Liquidity Event solely for purposes of calculating
such Liquidity Price).

“**Equity Financing**” means a bona fide transaction or series of
transactions with the principal purpose of raising capital, pursuant to
which the Company issues and sells Preferred Stock at a fixed valuation,
including but not limited to, a pre-money or post-money valuation.

“**Initial Public Offering**” means the closing of the Company’s first
firm commitment underwritten initial public offering of Common Stock
pursuant to a registration statement filed under the Securities Act.

“**Liquidity Event**” means a Change of Control, a Direct Listing or an
Initial Public Offering.

“**Liquidity Price**” means the fair market value of the Common Stock at
the time of the applicable Liquidity Event (determined by reference to
the purchase price payable in connection with such Liquidity Event).

“**Proceeds**” means cash and other assets (including without limitation
stock consideration) that are proceeds from the Liquidity Event or the
Dissolution Event, as applicable, and legally available for
distribution.

“**Safe**” means an instrument containing a future right to shares of
Capital Stock, similar in form and content to this instrument, purchased
by investors for the purpose of funding the Company’s business
operations. References to “this Safe” mean this specific instrument.

**“Standard Preferred Stock**” means the shares of the series of
Preferred Stock issued to the investors investing new money in the
Company in connection with the initial closing of the Equity Financing.

“**Subsequent** **Convertible Securities**” means convertible securities
that the Company may issue after the issuance of this instrument with
the principal purpose of raising capital, including but not limited to,
other Safes, convertible debt instruments and other convertible
securities. Subsequent Convertible Securities excludes: (i) options
issued pursuant to any equity incentive or similar plan of the Company;
(ii) convertible securities issued or issuable to (A) banks, equipment
lessors, financial institutions or other persons engaged in the business
of making loans pursuant to a debt financing or commercial leasing or
(B) suppliers or third party service providers in connection with the
provision of goods or services pursuant to transactions; and (iii)
convertible securities issued or issuable in connection with sponsored
research, collaboration, technology license, development, OEM, marketing
or other similar agreements or strategic partnerships.

**3.** “***MFN***” ***Amendment Provision***. If the Company issues any
Subsequent Convertible Securities with terms more favorable than those
of this Safe (including, without limitation, a valuation cap and/or
discount) prior to termination of this Safe, the Company will promptly
provide the Investor with written notice thereof, together with a copy
of such Subsequent Convertible Securities (the “**MFN Notice**”) and,
upon written request of the Investor, any additional information related
to such Subsequent Convertible Securities as may be reasonably requested
by the Investor. In the event the Investor determines that the terms of
the Subsequent Convertible Securities are preferable to the terms of
this instrument, the Investor will notify the Company in writing within
10 days of the receipt of the MFN Notice. Promptly after receipt of such
written notice from the Investor, the Company agrees to amend and
restate this instrument to be identical to the instrument(s) evidencing
the Subsequent Convertible Securities.

**4. *Company Representations***

(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation, and has the
power and authority to own, lease and operate its properties and carry
on its business as now conducted.

(b) The execution, delivery and performance by the Company of this Safe
is within the power of the Company and has been duly authorized by all
necessary actions on the part of the Company (subject to section 4(d)).
This Safe constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except as limited by bankruptcy, insolvency or other laws of general
application relating to or affecting the enforcement of creditors’
rights generally and general principles of equity. To its knowledge, the
Company is not in violation of (i) its current certificate of
incorporation or bylaws, (ii) any material statute, rule or regulation
applicable to the Company or (iii) any material debt or contract to
which the Company is a party or by which it is bound, where, in each
case, such violation or default, individually, or together with all such
violations or defaults, could reasonably be expected to have a material
adverse effect on the Company.

(c) The performance and consummation of the transactions contemplated by
this Safe do not and will not: (i) violate any material judgment,
statute, rule or regulation applicable to the Company; (ii) result in
the acceleration of any material debt or contract to which the Company
is a party or by which it is bound; or (iii) result in the creation or
imposition of any lien on any property, asset or revenue of the Company
or the suspension, forfeiture, or nonrenewal of any material permit,
license or authorization applicable to the Company, its business or
operations.

(d) No consents or approvals are required in connection with the
performance of this Safe, other than: (i) the Company’s corporate
approvals; (ii) any qualifications or filings under applicable
securities laws; and (iii) necessary corporate approvals for the
authorization of Capital Stock issuable pursuant to Section 1.

(e) To its knowledge, the Company owns or possesses (or can obtain on
commercially reasonable terms) sufficient legal rights to all patents,
trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information, processes and other intellectual property rights
necessary for its business as now conducted and as currently proposed to
be conducted, without any conflict with, or infringement of the rights
of, others.

**5. *Investor Representations***

(a) The Investor has full legal capacity, power and authority to execute
and deliver this Safe and to perform its obligations hereunder. This
Safe constitutes a valid and binding obligation of the Investor,
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws of general application relating to
or affecting the enforcement of creditors’ rights generally and general
principles of equity.

(b) The Investor is an accredited investor as such term is defined in
Rule 501 of Regulation D under the Securities Act, and acknowledges and
agrees that if not an accredited investor at the time of an Equity
Financing, the Company may void this Safe and return the Purchase
Amount. The Investor has been advised that this Safe and the underlying
securities have not been registered under the Securities Act, or any
state securities laws and, therefore, cannot be resold unless they are
registered under the Securities Act and applicable state securities laws
or unless an exemption from such registration requirements is available.
The Investor is purchasing this Safe and the securities to be acquired
by the Investor hereunder for its own account for investment, not as a
nominee or agent, and not with a view to, or for resale in connection
with, the distribution thereof, and the Investor has no present
intention of selling, granting any participation in, or otherwise
distributing the same. The Investor has such knowledge and experience in
financial and business matters that the Investor is capable of
evaluating the merits and risks of such investment, is able to incur a
complete loss of such investment without impairing the Investor’s
financial condition and is able to bear the economic risk of such
investment for an indefinite period of time.

**6. *Miscellaneous***

(a) Any provision of this Safe may be amended, waived or modified by
written consent of the Company and either (i) the Investor or (ii) the
majority-in-interest of all then-outstanding Safes with the same
“Post-Money Valuation Cap” and “Discount Rate” as this Safe (and Safes
lacking one or both of such terms will be considered to be the same with
respect to such term(s)), *provided that* with respect to clause (ii):
(A) the Purchase Amount and Section 3 may not be amended, waived or
modified in this manner, (B) the consent of the Investor and each holder
of such Safes must be solicited (even if not obtained), and (C) such
amendment, waiver or modification treats all such holders in the same
manner. “Majority-in-interest” refers to the holders of the applicable
group of Safes whose Safes have a total Purchase Amount greater than 50%
of the total Purchase Amount of all of such applicable group of Safes.

(b) Any notice required or permitted by this Safe will be deemed
sufficient when delivered personally or by overnight courier or sent by
email to the relevant address listed on the signature page, or 48 hours
after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, addressed to the party to be notified at such
party’s address listed on the signature page, as subsequently modified
by written notice.

(c) The Investor is not entitled, as a holder of this Safe, to vote or
be deemed a holder of Capital Stock for any purpose other than tax
purposes, nor will anything in this Safe be construed to confer on the
Investor, as such, any rights of a Company stockholder or rights to vote
for the election of directors or on any matter submitted to Company
stockholders, or to give or withhold consent to any corporate action or
to receive notice of meetings, until shares have been issued on the
terms described in Section 1. However, if the Company pays a dividend on
outstanding shares of Common Stock (that is not payable in shares of
Common Stock) while this Safe is outstanding, the Company will pay the
Dividend Amount to the Investor at the same time.

(d) Neither this Safe nor the rights in this Safe are transferable or
assignable, by operation of law or otherwise, by either party without
the prior written consent of the other; *provided, however*, that this
Safe and/or its rights may be assigned without the Company’s consent by
the Investor (i) to the Investor’s estate, heirs, executors,
administrators, guardians and/or successors in the event of Investor’s
death or disability, or (ii) to any other entity who directly or
indirectly, controls, is controlled by or is under common control with
the Investor, including, without limitation, any general partner,
managing member, officer or director of the Investor, or any venture
capital fund now or hereafter existing which is controlled by one or
more general partners or managing members of, or shares the same
management company with, the Investor; and *provided, further*, that the
Company may assign this Safe in whole, without the consent of the
Investor, in connection with a reincorporation to change the Company’s
domicile.

(e) In the event any one or more of the provisions of this Safe is for
any reason held to be invalid, illegal or unenforceable, in whole or in
part or in any respect, or in the event that any one or more of the
provisions of this Safe operate or would prospectively operate to
invalidate this Safe, then and in any such event, such provision(s) only
will be deemed null and void and will not affect any other provision of
this Safe and the remaining provisions of this Safe will remain
operative and in full force and effect and will not be affected,
prejudiced, or disturbed thereby.

(f) All rights and obligations hereunder will be governed by the laws of
the State of \[Governing Law Jurisdiction\], without regard to the
conflicts of law provisions of such jurisdiction.

(g) The parties acknowledge and agree that for United States federal and
state income tax purposes this Safe is, and at all times has been,
intended to be characterized as stock, and more particularly as common
stock for purposes of Sections 304, 305, 306, 354, 368, 1036 and 1202 of
the Internal Revenue Code of 1986, as amended. Accordingly, the parties
agree to treat this Safe consistent with the foregoing intent for all
United States federal and state income tax purposes (including, without
limitation, on their respective tax returns or other informational
statements).

(*Signature page follows*)

IN WITNESS WHEREOF, the undersigned have caused this Safe to be duly
executed and delivered.

> \[**COMPANY\]**
> 
> By: <span class="underline"> </span>
> 
> \[*name*\]
> 
> \[*title*\]

Address: <span class="underline"> </span>

<span class="underline"> </span>

Email: <span class="underline"> </span>

**INVESTOR:**

By: <span class="underline"> </span>

Name: <span class="underline"> </span>

Title: <span class="underline"> </span>

Address: <span class="underline"> </span>

<span class="underline"> </span>

Email: <span class="underline"> </span>`;
export const valuationCapSafe =
    `THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“**SECURITIES ACT**”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

**\[Company Name\]**

**SAFE **

**(Simple Agreement for Future Equity)**

THIS CERTIFIES THAT in exchange for the payment by \[Investor Name\]
(the “**Investor**”) of $\[\_\_\_\_\_\_\_\_\_\_\_\_\_\] (the “**Purchase
Amount**”) on or about \[Date of Safe\], \[Company Name\], a \[State of
Incorporation\] corporation (the “**Company**”), issues to the Investor
the right to certain shares of the Company’s Capital Stock, subject to
the terms described below.

This Safe is one of the forms available at
<http://ycombinator.com/documents> and the Company and the Investor
agree that neither one has modified the form, except to fill in blanks
and bracketed terms.

The “**Post-Money Valuation Cap**” is $\[\_\_\_\_\_\_\_\_\_\_\_\_\_\].
See **Section 2** for certain additional defined terms.

**1. _Events_**

(a) **<span class="underline">Equity Financing</span>**. If there is an
Equity Financing before the termination of this Safe, on the initial
closing of such Equity Financing, this Safe will automatically convert
into the greater of: (1) the number of shares of Standard Preferred
Stock equal to the Purchase Amount divided by the lowest price per share
of the Standard Preferred Stock; or (2) the number of shares of Safe
Preferred Stock equal to the Purchase Amount divided by the Safe Price.

In connection with the automatic conversion of this Safe into shares of
Standard Preferred Stock or Safe Preferred Stock, the Investor will
execute and deliver to the Company all of the transaction documents
related to the Equity Financing; _provided,_ that such documents (i) are
the same documents to be entered into with the purchasers of Standard
Preferred Stock, with appropriate variations for the Safe Preferred
Stock if applicable, and (ii) have customary exceptions to any
drag-along applicable to the Investor, including (without limitation)
limited representations, warranties, liability and indemnification
obligations for the Investor.

(b) **<span class="underline">Liquidity Event</span>**. If there is a
Liquidity Event before the termination of this Safe, this Safe will
automatically be entitled (subject to the liquidation priority set forth
in Section 1(d) below) to receive a portion of Proceeds, due and payable
to the Investor immediately prior to, or concurrent with, the
consummation of such Liquidity Event, equal to the greater of (i) the
Purchase Amount (the “**Cash-Out Amount**”) or (ii) the amount payable
on the number of shares of Common Stock equal to the Purchase Amount
divided by the Liquidity Price (the “**Conversion Amount**”). If any of
the Company’s securityholders are given a choice as to the form and
amount of Proceeds to be received in a Liquidity Event, the Investor
will be given the same choice, _provided_ that the Investor may not
choose to receive a form of consideration that the Investor would be
ineligible to receive as a result of the Investor’s failure to satisfy
any requirement or limitation generally applicable to the Company’s
securityholders, or under any applicable laws.

Notwithstanding the foregoing, in connection with a Change of Control
intended to qualify as a tax-free reorganization, the Company may reduce
the cash portion of Proceeds payable to the Investor by the amount
determined by its board of directors in good faith for such Change of
Control to qualify as a tax-free reorganization for U.S. federal income
tax purposes, provided that such reduction (A) does not reduce the total
Proceeds payable to such Investor and (B) is applied in the same manner
and on a pro rata basis to all securityholders who have equal priority
to the Investor under Section 1(d).

(c) **<span class="underline">Dissolution Event</span>**. If there is a
Dissolution Event before the termination of this Safe, the Investor will
automatically be entitled (subject to the liquidation priority set forth
in Section 1(d) below) to receive a portion of Proceeds equal to the
Cash-Out Amount, due and payable to the Investor immediately prior to
the consummation of the Dissolution Event.

(d) **<span class="underline">Liquidation Priority</span>**. In a
Liquidity Event or Dissolution Event, this Safe is intended to operate
like standard non-participating Preferred Stock. The Investor’s right to
receive its Cash-Out Amount is:

(i) Junior to payment of outstanding indebtedness and creditor claims,
including contractual claims for payment and convertible promissory
notes (to the extent such convertible promissory notes are not actually
or notionally converted into Capital Stock);

(ii) On par with payments for other Safes and/or Preferred Stock, and if
the applicable Proceeds are insufficient to permit full payments to the
Investor and such other Safes and/or Preferred Stock, the applicable
Proceeds will be distributed pro rata to the Investor and such other
Safes and/or Preferred Stock in proportion to the full payments that
would otherwise be due; and

(iii) Senior to payments for Common Stock.

The Investor’s right to receive its Conversion Amount is (A) on par with
payments for Common Stock and other Safes and/or Preferred Stock who are
also receiving Conversion Amounts or Proceeds on a similar as-converted
to Common Stock basis, and (B) junior to payments described in clauses
(i) and (ii) above (in the latter case, to the extent such payments are
Cash-Out Amounts or similar liquidation preferences).

(e) **<span class="underline">Termination</span>**. This Safe will
automatically terminate (without relieving the Company of any
obligations arising from a prior breach of or non-compliance with this
Safe) immediately following the earliest to occur of: (i) the issuance
of Capital Stock to the Investor pursuant to the automatic conversion of
this Safe under Section 1(a); or (ii) the payment, or setting aside for
payment, of amounts due the Investor pursuant to Section 1(b) or Section
1(c).

**2. _Definitions_**

“**Capital Stock**” means the capital stock of the Company, including,
without limitation, the “**Common Stock**” and the “**Preferred
Stock**.”

“**Change of Control**” means (i) a transaction or series of related
transactions in which any “person” or “group” (within the meaning of
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended), directly or
indirectly, of more than 50% of the outstanding voting securities of the
Company having the right to vote for the election of members of the
Company’s board of directors, (ii) any reorganization, merger or
consolidation of the Company, other than a transaction or series of
related transactions in which the holders of the voting securities of
the Company outstanding immediately prior to such transaction or series
of related transactions retain, immediately after such transaction or
series of related transactions, at least a majority of the total voting
power represented by the outstanding voting securities of the Company or
such other surviving or resulting entity or (iii) a sale, lease or other
disposition of all or substantially all of the assets of the Company.

“**Company Capitalization**” is calculated as of immediately prior to
the Equity Financing and (without double-counting, in each case
calculated on an as-converted to Common Stock basis):

- Includes all shares of Capital Stock issued and outstanding;

- Includes all Converting Securities;

- Includes all (i) issued and outstanding Options and (ii) Promised
  Options; and

- Includes the Unissued Option Pool, except that any increase to the
  Unissued Option Pool in connection with the Equity Financing shall
  only be included to the extent that the number of Promised Options
  exceeds the Unissued Option Pool prior to such increase.

“**Converting Securities**” includes this Safe and other convertible
securities issued by the Company, including but not limited to: (i)
other Safes; (ii) convertible promissory notes and other convertible
debt instruments; and (iii) convertible securities that have the right
to convert into shares of Capital Stock.

“**Direct Listing**” means the Company’s initial listing of its Common
Stock (other than shares of Common Stock not eligible for resale under
Rule 144 under the Securities Act) on a national securities exchange by
means of an effective registration statement on Form S-1 filed by the
Company with the SEC that registers shares of existing capital stock of
the Company for resale, as approved by the Company’s board of directors.
For the avoidance of doubt, a Direct Listing shall not be deemed to be
an underwritten offering and shall not involve any underwriting
services.

“**Dissolution Event**” means (i) a voluntary termination of operations,
(ii) a general assignment for the benefit of the Company’s creditors or
(iii) any other liquidation, dissolution or winding up of the Company
(**<span class="underline">excluding</span>** a Liquidity Event),
whether voluntary or involuntary.

“**Dividend Amount**” means, with respect to any date on which the
Company pays a dividend on its outstanding Common Stock, the amount of
such dividend that is paid per share of Common Stock multiplied by (x)
the Purchase Amount divided by (y) the Liquidity Price (treating the
dividend date as a Liquidity Event solely for purposes of calculating
such Liquidity Price).

“**Equity Financing**” means a bona fide transaction or series of
transactions with the principal purpose of raising capital, pursuant to
which the Company issues and sells Preferred Stock at a fixed valuation,
including but not limited to, a pre-money or post-money valuation.

“**Initial Public Offering**” means the closing of the Company’s first
firm commitment underwritten initial public offering of Common Stock
pursuant to a registration statement filed under the Securities Act.

“**Liquidity Capitalization**” is calculated as of immediately prior to
the Liquidity Event, and (without double- counting, in each case
calculated on an as-converted to Common Stock basis):

- Includes all shares of Capital Stock issued and outstanding;

- Includes all (i) issued and outstanding Options and (ii) to the
  extent receiving Proceeds, Promised Options;

- Includes all Converting Securities, **<span class="underline">other
  than</span>** any Safes and other convertible securities (including
  without limitation shares of Preferred Stock) where the holders of
  such securities are receiving Cash-Out Amounts or similar
  liquidation preference payments in lieu of Conversion Amounts or
  similar “as-converted” payments; and

- Excludes the Unissued Option Pool.

“**Liquidity Event**” means a Change of Control, a Direct Listing or an
Initial Public Offering.

“**Liquidity Price**” means the price per share equal to the Post-Money
Valuation Cap divided by the Liquidity Capitalization.

“**Options**” includes options, restricted stock awards or purchases,
RSUs, SARs, warrants or similar securities, vested or unvested.

“**Proceeds**” means cash and other assets (including without limitation
stock consideration) that are proceeds from the Liquidity Event or the
Dissolution Event, as applicable, and legally available for
distribution.

“**Promised Options**” means promised but ungranted Options that are the
greater of those (i) promised pursuant to agreements or understandings
made prior to the execution of, or in connection with, the term sheet or
letter of intent for the Equity Financing or Liquidity Event, as
applicable (or the initial closing of the Equity Financing or
consummation of the Liquidity Event, if there is no term sheet or letter
of intent), (ii) in the case of an Equity Financing, treated as
outstanding Options in the calculation of the Standard Preferred Stock’s
price per share, or (iii) in the case of a Liquidity Event, treated as
outstanding Options in the calculation of the distribution of the
Proceeds.

“**Safe**” means an instrument containing a future right to shares of
Capital Stock, similar in form and content to this instrument, purchased
by investors for the purpose of funding the Company’s business
operations. References to “this Safe” mean this specific instrument.

“**Safe** **Preferred Stock**” means the shares of the series of
Preferred Stock issued to the Investor in an Equity Financing, having
the identical rights, privileges, preferences and restrictions as the
shares of Standard Preferred Stock, other than with respect to: (i) the
per share liquidation preference and the initial conversion price for
purposes of price-based anti-dilution protection, which will equal the
Safe Price; and (ii) the basis for any dividend rights, which will be
based on the Safe Price.

“**Safe Price**” means the price per share equal to
<span id="_DV_C50" class="anchor"></span>the Post-Money Valuation Cap
divided by the Company Capitalization.

“S**tandard Preferred Stock**” means the shares of the series of
Preferred Stock issued to the investors investing new money in the
Company in connection with the initial closing of the Equity Financing.

“**Unissued Option Pool**” means all shares of Capital Stock that are
reserved, available for future grant and not subject to any outstanding
Options or Promised Options (but in the case of a Liquidity Event, only
to the extent Proceeds are payable on such Promised Options) under any
equity incentive or similar Company plan.

**3. _Company Representations_**

(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation, and has the
power and authority to own, lease and operate its properties and carry
on its business as now conducted.

(b) The execution, delivery and performance by the Company of this Safe
is within the power of the Company and has been duly authorized by all
necessary actions on the part of the Company (subject to section 3(d)).
This Safe constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except as limited by bankruptcy, insolvency or other laws of general
application relating to or affecting the enforcement of creditors’
rights generally and general principles of equity. To its knowledge, the
Company is not in violation of (i) its current certificate of
incorporation or bylaws, (ii) any material statute, rule or regulation
applicable to the Company or (iii) any material debt or contract to
which the Company is a party or by which it is bound, where, in each
case, such violation or default, individually, or together with all such
violations or defaults, could reasonably be expected to have a material
adverse effect on the Company.

(c) The performance and consummation of the transactions contemplated by
this Safe do not and will not: (i) violate any material judgment,
statute, rule or regulation applicable to the Company; (ii) result in
the acceleration of any material debt or contract to which the Company
is a party or by which it is bound; or (iii) result in the creation or
imposition of any lien on any property, asset or revenue of the Company
or the suspension, forfeiture, or nonrenewal of any material permit,
license or authorization applicable to the Company, its business or
operations.

(d) No consents or approvals are required in connection with the
performance of this Safe, other than: (i) the Company’s corporate
approvals; (ii) any qualifications or filings under applicable
securities laws; and (iii) necessary corporate approvals for the
authorization of Capital Stock issuable pursuant to Section 1.

(e) To its knowledge, the Company owns or possesses (or can obtain on
commercially reasonable terms) sufficient legal rights to all patents,
trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information, processes and other intellectual property rights
necessary for its business as now conducted and as currently proposed to
be conducted, without any conflict with, or infringement of the rights
of, others.

**4. _Investor Representations_**

(a) The Investor has full legal capacity, power and authority to execute
and deliver this Safe and to perform its obligations hereunder. This
Safe constitutes valid and binding obligation of the Investor,
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws of general application relating to
or affecting the enforcement of creditors’ rights generally and general
principles of equity.

(b) The Investor is an accredited investor as such term is defined in
Rule 501 of Regulation D under the Securities Act, and acknowledges and
agrees that if not an accredited investor at the time of an Equity
Financing, the Company may void this Safe and return the Purchase
Amount. The Investor has been advised that this Safe and the underlying
securities have not been registered under the Securities Act, or any
state securities laws and, therefore, cannot be resold unless they are
registered under the Securities Act and applicable state securities laws
or unless an exemption from such registration requirements is available.
The Investor is purchasing this Safe and the securities to be acquired
by the Investor hereunder for its own account for investment, not as a
nominee or agent, and not with a view to, or for resale in connection
with, the distribution thereof, and the Investor has no present
intention of selling, granting any participation in, or otherwise
distributing the same. The Investor has such knowledge and experience in
financial and business matters that the Investor is capable of
evaluating the merits and risks of such investment, is able to incur a
complete loss of such investment without impairing the Investor’s
financial condition and is able to bear the economic risk of such
investment for an indefinite period of time.

**5. _Miscellaneous_**

(a) Any provision of this Safe may be amended, waived or modified by
written consent of the Company and either (i) the Investor or (ii) the
majority-in-interest of all then-outstanding Safes with the same
“Post-Money Valuation Cap” and “Discount Rate” as this Safe (and Safes
lacking one or both of such terms will be considered to be the same with
respect to such term(s)), _provided that_ with respect to clause (ii):
(A) the Purchase Amount may not be amended, waived or modified in this
manner, (B) the consent of the Investor and each holder of such Safes
must be solicited (even if not obtained), and (C) such amendment, waiver
or modification treats all such holders in the same manner.
“Majority-in-interest” refers to the holders of the applicable group
of Safes whose Safes have a total Purchase Amount greater than 50% of
the total Purchase Amount of all of such applicable group of Safes.

(b) Any notice required or permitted by this Safe will be deemed
sufficient when delivered personally or by overnight courier or sent by
email to the relevant address listed on the signature page, or 48 hours
after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, addressed to the party to be notified at such
party’s address listed on the signature page, as subsequently modified
by written notice.

(c) The Investor is not entitled, as a holder of this Safe, to vote or
be deemed a holder of Capital Stock for any purpose other than tax
purposes, nor will anything in this Safe be construed to confer on the
Investor, as such, any rights of a Company stockholder or rights to vote
for the election of directors or on any matter submitted to Company
stockholders, or to give or withhold consent to any corporate action or
to receive notice of meetings, until shares have been issued on the
terms described in Section 1. However, if the Company pays a dividend on
outstanding shares of Common Stock (that is not payable in shares of
Common Stock) while this Safe is outstanding, the Company will pay the
Dividend Amount to the Investor at the same time.

(d) Neither this Safe nor the rights in this Safe are transferable or
assignable, by operation of law or otherwise, by either party without
the prior written consent of the other; _provided, however_, that this
Safe and/or its rights may be assigned without the Company’s consent by
the Investor (i) to the Investor’s estate, heirs, executors,
administrators, guardians and/or successors in the event of Investor’s
death or disability, or (ii) to any other entity who directly or
indirectly, controls, is controlled by or is under common control with
the Investor, including, without limitation, any general partner,
managing member, officer or director of the Investor, or any venture
capital fund now or hereafter existing which is controlled by one or
more general partners or managing members of, or shares the same
management company with, the Investor; and _provided, further_, that the
Company may assign this Safe in whole, without the consent of the
Investor, in connection with a reincorporation to change the Company’s
domicile.

(e) In the event any one or more of the provisions of this Safe is for
any reason held to be invalid, illegal or unenforceable, in whole or in
part or in any respect, or in the event that any one or more of the
provisions of this Safe operate or would prospectively operate to
invalidate this Safe, then and in any such event, such provision(s) only
will be deemed null and void and will not affect any other provision of
this Safe and the remaining provisions of this Safe will remain
operative and in full force and effect and will not be affected,
prejudiced, or disturbed thereby.

(f) All rights and obligations hereunder will be governed by the laws of
the State of \[Governing Law Jurisdiction\], without regard to the
conflicts of law provisions of such jurisdiction.

(g) The parties acknowledge and agree that for United States federal and
state income tax purposes this Safe is, and at all times has been,
intended to be characterized as stock, and more particularly as common
stock for purposes of Sections 304, 305, 306, 354, 368, 1036 and 1202 of
the Internal Revenue Code of 1986, as amended. Accordingly, the parties
agree to treat this Safe consistent with the foregoing intent for all
United States federal and state income tax purposes (including, without
limitation, on their respective tax returns or other informational
statements).

(_Signature page follows_)

IN WITNESS WHEREOF, the undersigned have caused this Safe to be duly
executed and delivered.

> \[**COMPANY\]**
>
> By: <span class="underline"> </span>
>
> \[_name_\]
>
> \[_title_\]

Address: <span class="underline"> </span>

<span class="underline"> </span>

Email: <span class="underline"> </span>

**INVESTOR:**

By: <span class="underline"> </span>

Name: <span class="underline"> </span>

Title: <span class="underline"> </span>

Address: <span class="underline"> </span>

<span class="underline"> </span>

Email: <span class="underline"> </span>`;