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 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THERE-
FROM.

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”), hereby issues to the Investor the
right to certain shares of the Company’s capital stock, subject to the terms set forth below.

The “Valuation Cap” is $[__________________] pre-money

The “Discount Rate” is [_______________]%

See Section 2 for certain additional defined terms.

1. Events

(a) Equity Financing. If there is an Equity Financing before the expiration or termi-
nation of this instrument, the Company will automatically issue to the Investor a number of shares
of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price.

In connection with the issuance of Safe Preferred Stock by the Company to the Investor
pursuant to this Section 1(a):

(i) The Investor or the Investor Agent (as defined below), if any, will exe-
cute and deliver to the Company all transaction documents related to the Equity Financing; pro-
vided, that such documents 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) If the Investor is a Major Investor, the Investor and the Company will
execute a Pro Rata Rights Agreement in favor of the Investor, unless the Investor is already in-
cluded in such rights in the transaction documents related to the Equity Financing.

(b) Liquidity Event. If there is a Liquidity Event before the expiration or termina-
tion of this instrument, the Investor will, at its option, either (i) receive a cash payment equal to
the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the
Company a number of shares of Common Stock equal to the Purchase Amount divided by the
Liquidity Price, if the Investor fails to select the cash option.

In connection with Section 1(b)(i), the Purchase Amount will be due and payable by the
Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity
Event. If there are not enough funds to pay (i) holders of shares of any series of Preferred Stock issued
before the date of this instrument (“Senior Preferred Holders”) and (ii) the Investor and holders of other
Safes (collectively, the “Cash-Out Investors”) in full, then all of the Company’s available funds will be
distributed (i) first to the Senior Preferred Holders and (ii) second with equal priority and pro rata among
the Cash-Out Investors in proportion to their Purchase Amounts, and the Cash-Out Investors will auto-
matically receive the number of shares of Common Stock equal to the remaining unpaid Purchase
Amount divided by the Liquidity Price. In connection with a Change of Control intended to qualify as a
tax-free reorganization, the Company may reduce, pro rata, the Purchase Amounts payable to the Cash-
Out Investors by the amount determined by its board of directors in good faith to be advisable for such
Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, and in
such case, the Cash-Out Investors will automatically receive the number of shares of Common Stock
equal to the remaining unpaid Purchase Amount divided by the Liquidity Price.

(c) Dissolution Event. If there is a Dissolution Event before this instrument expires
or terminates, the Company will pay (i) first to the Senior Preferred Holders any amounts due and
payable to them in connection with a Dissolution Event under the Company’s certificate of incor-
poration (the “Senior Preferred Holders’ Payment”) and (ii) second an amount equal to the
Purchase Amount, due and payable to the Investor immediately prior to, or concurrent with, the
consummation of the Dissolution Event. The Purchase Amount will be paid prior and in prefer-
ence to any Distribution of any of the assets of the Company to holders of outstanding Common
Stock by reason of their ownership thereof. If immediately prior to the consummation of the Dis-
solution Event and after payment of the Senior Preferred Holders’ Payment, the assets of the
Company legally available for distribution to the Cash-Out Investors, as determined in good faith
by the Company’s board of directors, are insufficient to permit the payment to the Cash-Out In-
vestors of their respective Purchase Amounts, then the entire assets of the Company legally avail-
able for distribution will be distributed after the Senior Preferred Holders’ Payment with equal
priority and pro rata among the Cash-Out Investors in proportion to the Purchase Amounts they
would otherwise be entitled to receive pursuant to this Section 1(c).

(d) Repurchase. If the Investor is not a Major Investor, the Company may repur-
chase this instrument from the Investor prior to a Change of Control for the greater of (i) the Pur-
chase Amount and (ii) the fair market value of this instrument, as determined by an independent
appraiser of securities chosen by the Company (such repurchase, the “Repurchase,” and such
greater value, the “Repurchase Value”). If there is an Equity Financing within three months of
the Repurchase and the Repurchase Value is less than the Aggregate Value (as defined below) of
the shares of Safe Preferred Stock the Investor would have received had the Repurchase not oc-
curred (where such value is determined by multiplying the number of shares of Safe Preferred
Stock by the Conversion Price and is referred to as the “Aggregate Value”), the Company shall
pay to the Investor an amount equal to the difference between the Aggregate Value and the Re-
purchase Value promptly following the consummation of the Equity Financing. Such independent
appraiser must be regularly engaged in the valuation of securities.

(e) Termination. This instrument will expire and terminate (without relieving the
Company of any obligations arising from a prior breach of or non-compliance with this instru-
ment) upon either (i) the issuance of stock to the Investor pursuant to Section 1(a) or Section 1(b)
(ii); (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Sec-
tion 1(b)(i) or Section 1(c); or (iii) the payment of the Repurchase Value; provided, however, the
provisions of Section 1(d) will continue after such payment to the extent necessary to enforce the
provisions of Section 1(d) in the event an Equity Financing occurs within three months after the
Repurchase; provided, further, that Section 5 shall survive any such termination.

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 Ex-
change Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting secu-
rities of the Company having the right to vote for the election of members of the Company’s board of di-
rectors, (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 immedi-
ately 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” means the sum, as of immediately prior to the Equity Fi-
nancing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming
exercise or conversion of all outstanding vested and unvested options, warrants and other convertible se-
curities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and
(2) all shares of Common Stock reserved and available for future grant under any equity incentive or sim-
ilar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connec-
tion with the Equity Financing.

“Conversion Price” means either: (1) the Safe Price, or (2) the Discount Price, which-
ever calculation results in a greater number of shares of Safe Preferred Stock.

“Discount Price” means price per share of the Standard Preferred Stock sold in the Equi-
ty Financing multiplied by the Discount Rate.

“Dissolution Event” means (i) a voluntary termination of operations, (ii) a general as-
signment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding
up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.

“Distribution” means the transfer to holders of Capital Stock by reason of their owner-
ship thereof of cash or other property without consideration whether by way of dividend or otherwise,
other than dividends on Common Stock payable in Common Stock, or the purchase or redemption of
Capital Stock by the Company or its subsidiaries for cash or property other than: (i) repurchases of
Common Stock held by employees, officers, directors or consultants of the Company or its subsidiaries
pursuant to an agreement providing, as applicable, a right of first refusal or a right to repurchase shares
upon termination of such service provider’s employment or services; or (ii) repurchases of Capital Stock
in connection with the settlement of disputes with any stockholder.

“Equity Financing” means a bona fide transaction or series of transactions with the prin-
cipal purpose of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed
pre-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.

“Investor Agent” means a purchaser of a Safe designated by the Company, and which
such purchaser has agreed to act in the capacity of Investor Agent pursuant to the terms and conditions in
Section 5.

“Liquidity Capitalization” means the number, as of immediately prior to the Liquidity

Event, of shares of Capital Stock (on an as-converted basis) outstanding, assuming exercise or conversion
of all outstanding vested and unvested options, warrants and other convertible securities, but excluding:
(i) shares of Common Stock reserved and available for future grant under any equity incentive or similar
plan; (ii) this instrument; (iii) other Safes; and (iv) convertible promissory notes.

“Liquidity Event” means a Change of Control or an Initial Public Offering.

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

“Major Investor” means a holder of a Safe if (i) the Purchase Amount of such Safe is
equal to or greater than $25,000 and (ii) Thrivera Ventures Fund II, LLC (dba Wunderfund) has verified
that such holder is an accredited investor in accordance with Rule 506(c) of Regulation D under the Secu-
rities Act.

“Pro Rata Rights Agreement” means a written agreement between the Company and
the Investor (and holders of other Safes, as appropriate) giving the Investor a right to purchase its pro rata
share of private placements of securities by the Company occurring after the Equity Financing, subject to
customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on
the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the is-
suance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted
basis, calculated as of immediately prior to the issuance of the securities.

“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.

“Safe Preferred Stock” means the shares of a series of Preferred Stock issued to the In-
vestor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the
shares of Standard Preferred Stock, except that such series will have (i) no voting rights, other than re-
quired by law; (ii) a per share liquidation preference and conversion price for purposes of price-based
anti-dilution protection equal to the Conversion Price; and (iii) dividend rights based on the Conversion
Price.

“Safe Price” means the price per share equal to the Valuation Cap divided by the Com-
pany Capitalization.

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

3. Company Representations

(a) The Company is a corporation duly organized, validly existing and in good stand-
ing under the laws of the state of its 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 instrument is
within the power of the Company and, other than with respect to the actions to be taken when
equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part
of the Company. This instrument 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 credi-
tors’ rights generally and general principles of equity. To the knowledge of the Company, it 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 indenture or contract to which the
Company is a party or by which it is bound, where, in each case, such violation or default, indi-
vidually, 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

instrument do not and will not: (i) violate any material judgment, statute, rule or regulation ap-
plicable to the Company; (ii) result in the acceleration of any material indenture 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 upon 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 busi-
ness or operations.

(d) No consents or approvals are required in connection with the performance of this
instrument, 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 commercial-
ly 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 instrument and to perform its obligations hereunder. This instrument 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 enforce-
ment of creditors’ rights generally and general principles of equity.

(b) If the Investor has checked the box next to “Accredited Investor” on the signature
page, the Investor represents that he, she or it is an accredited investor as such term is defined in
Rule 501 of Regulation D under the Securities Act. If the Investor has checked the box next to
“Unaccredited Investor” on the signature page, the Investor represents that he, she or it is comply-
ing with the rules and regulations of Regulation Crowdfunding, including the investment limits
set forth in Section 4(a)(6) of the Securities Act. The Investor has been advised that this instru-
ment 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 instrument and the securities to be acquired by the In-
vestor 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 in-
vestment without impairing the Investor’s financial condition and is able to bear the economic
risk of such investment for an indefinite period of time. The Investor is not subject to any of the
“bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities
Act.
 (c) Neither the Investor nor, if applicable, any beneficial owner of the Investor ap-
pears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign
Assets Control of the United States Department of Treasury (“OFAC”). The Investor further rep-
resents that the monies used to fund the Investor’s investment in the Company are, to the knowl-
edge of the Investor, not derived from, invested for the benefit of, or related in any way to, gov-
ernments of, or persons within, any country (a) under the U.S. Embargo enforced by OFAC, (b)
that has been designated as a “non-cooperative country or territory” by the Financial Action Task
Force on Money Laundering, or (c) that has been designated by the U.S. Secretary of the Treasury
as a “primary money laundering concern.” The Investor further represents that the Investor does
not know or have any reason to suspect that (y) the monies used to fund the Investor’s investment
in the Company have been derived from or related to any illegal activities, including, but not lim-
ited to, money laundering activities, and (z) the proceeds of the Investor’s investments in the
Company will be used to finance any illegal activities.

5. Irrevocable Proxy; SPV Reorganization

(a) If Investor is not a Major Investor, subject to Section 6(a), Investor hereby grants
Investor Agent an irrevocable proxy with full power, in the same manner, to the same extent and
with the same effects as if Investor were to do the same, in the sole discretion of the Investor
Agent to (i) consent to any and all actions in connection with the Company for which the consent
of Investor is or may be necessary or appropriate; (ii) receive in Investor’s place, any and all no-
tices in connection with Company; and (iii) without limitation, to do all things necessary or ap-
propriate in connection with the foregoing actions. The foregoing proxy is coupled with an inter-
est sufficient in law to support an irrevocable power and shall be irrevocable and shall survive the
death or incapacity of Investor, if Investor is an individual, and any merger or other reorganiza-
tion of Investor or any successor, if Investor is an entity. The foregoing irrevocable proxy shall
remain in effect until the closing of an Equity Financing. The Investor Agent is a third-party ben-
eficiary of Sections 5(a) and (c).

(b) If Investor is not a Major Investor and there is an Equity Financing, effective as
of the closing of the Equity Financing, Investor hereby grants the chief executive officer of Com-
pany (the “CEO”) an irrevocable proxy in the same manner, to the same extent and with the same
effects as if Investor were to do the same, in the sole discretion of the CEO to (i) vote all shares of
the Investor’s Capital Stock received pursuant to this instrument for any votes in which Investor
would be entitled to vote; (ii) consent to any and all actions in connection with the Company for
which the consent of Investor is or may be necessary or appropriate; (iii) receive in Investor’s
place, any and all notices in connection with Company; and (iv) without limitation, to do all
things necessary or appropriate in connection with the foregoing actions. The foregoing proxy is
coupled with an interest sufficient in law to support an irrevocable power and shall be irrevocable
and shall survive the death or incapacity of Investor, if Investor is an individual, and any merger
or other reorganization, if Investor is an individual. The CEO is a third-party beneficiary of Sec-
tions 5(b) and (c).

(c) If the Investor is not a Major Investor:

(i) Neither the Investor Agent nor the CEO (either is a “Proxy Holder”) shall
have any duty, liability, or obligation whatsoever to Investor arising out of any act or omission by
the Proxy Holder of the foregoing irrevocable proxies. The Investor expressly acknowledges and
agrees that (i) Investor will not impede the exercise of the Proxy Holders’ rights under the forego-
ing irrevocable proxies; and (ii) Investor waives and relinquishes any claim, right, or action that
Investor might have against either Proxy Holder in connection with any exercise of the one of the
foregoing irrevocable proxies.
 (ii) Investor agrees to indemnify, defend, and hold harmless either Proxy
Holder from all losses, liabilities, costs, damages, and expenses arising from or relating to a
Proxy Holder exercising an irrevocable proxy granted herein. Notwithstanding the previous sen-
tence, Investor will have no obligation to indemnify a Proxy Holder to the extent of any losses,
liabilities, costs, damages or expenses arising from the Proxy Holder’s gross negligence or willful
misconduct as determined in a final judgment by a court of competent jurisdiction. Proxy Holder
will indemnify Investor for any losses, liabilities, costs, damages, and expenses arising from or
relating to Proxy Holder’s gross negligence or willful misconduct as determined in a final judg-
ment by a court of competent jurisdiction, in an amount not to exceed the Purchase Amount.

(iii) The actions of a Proxy Holder on behalf of the Investor constitute the
binding actions of the Investor.

(d) The Investor hereby agrees to take any and all actions determined by the Compa-
ny’s board of directors in good faith to be advisable to reorganize this instrument and any shares
of the Capital Stock issued pursuant to the terms of this instrument into a special-purpose vehicle
or other entity designed to aggregate the interests of holders of Safes.

6. Miscellaneous

(a) Any provision of this instrument may be amended, waived or modified as fol-
lows:

(i) if the Investor is not a Major Investor, any provision of this instrument
(other than the Valuation Cap) may be amended, waived or modified only upon the written con-
sent of the Company and either (A) the Investor Agent or (B) the holders of a majority of the Pur-
chase Amounts of the Cash-Out Investors;

(ii) if the Investor is a Major Investor, any provision of this instrument (other
than the Valuation Cap) may be amended, waived or modified only upon the written consent of
the Company and the holders of a majority of the Purchase Amounts of the Cash-Out Investors
who are Major Investors; and

(iii) regardless of whether the Investor is or is not a Major Investor, the Valu-
ation Cap for this instrument may be amended, waived or modified only upon the written consent
of the Company and the holders of a majority of the Purchase Amounts of the Cash-Out Investors
with the same Valuation Cap as this instrument.

(b) Any notice required or permitted by this instrument 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 instrument, to vote or receive divi-
dends or be deemed the holder of Capital Stock for any purpose, nor will anything contained
herein be construed to confer on the Investor, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter submitted to stock-
holders at any meeting thereof, or to give or withhold consent to any corporate action or to re-
ceive notice of meetings, or to receive subscription rights or otherwise until shares have been is-
sued upon the terms described herein.

(d) Neither this instrument nor the rights contained herein may be assigned, by oper-
ation of law or otherwise, by either party without the prior written consent of the other; provided,
however, that the Company may assign this instrument in whole, without the consent of the In-
vestor, in connection with changing the Company’s state of incorporation or other similar change.

(e) In the event any one or more of the provisions of this instrument 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 instrument operate or would prospectively operate
to invalidate this instrument, 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 instrument and the remaining provi-
sions of this instrument 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 jurisdic-
tion.

(Signature page follows)

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

COMPANY:

Signed:

Name:
Address:

INVESTOR:

Signed:

Name:
Address:

Email:

Accredited Investor
Unaccredited Investor

Signature Page to Simple Agreement for Future Equity