Contract analysis

Section 1(a): Equity Financing Upon the closing of an Equity Financing (as defined in Section 2 below), this Safe will automatically convert into shares of the Company's capital stock as follows: (i) The Safe will automatically convert into a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. The "Conversion Price" shall be the lower of: (A) the price per share equa

Section 1(b): Liquidity Event If a Liquidity Event (as defined in Section 2 below) occurs before the termination of this Safe and before an Equity Financing: (i) The Investor shall have the option, at its sole election, to either: (A) receive from the Company a cash payment equal to the Purchase Amount (the "Cash-Out Amount"); or (B) receive from the Company a number of shares of the Company's Common Stock equal to t

Section 1(c): Dissolution Event If a Dissolution Event (as defined in Section 2 below) occurs before the termination of this Safe and before an Equity Financing or a Liquidity Event: (i) The Company shall pay to the Investor an amount equal to the Purchase Amount from the Company's remaining assets legally available for distribution to its stockholders (the "Dissolution Amount"). (ii) The Dissolution Amount shall be

Section 1(d): Termination This Safe will automatically terminate, without requiring any further action by either party, upon the earliest to occur of the following: (i) the issuance of shares of Safe Preferred Stock or Standard Preferred Stock to the Investor pursuant to an Equity Financing conversion under Section 1(a); (ii) the payment of the Cash-Out Amount or the issuance of shares of Common Stock to the Investor

Section 2: Definitions As used in this Safe, the following terms shall have the meanings set forth below: "Capital Stock" means the shares of any class of stock of the Company, including Common Stock and Preferred Stock of any series. "Company Capitalization" means the sum, as of immediately prior to the applicable conversion event, of: (a) all shares of Capital Stock issued and outstanding, assuming the conversion o

Section 3: Company Representations The Company hereby represents and warrants to the Investor as of the Effective Date as follows:

Section 3(a): Organization and Good Standing The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7394821). The Company has the requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as proposed to be conducted. The Company is du

Section 3(b): Authorization The execution, delivery, and performance by the Company of this Safe and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, including a Written Consent of the Board of Directors of the Company dated August 30, 2023, authorizing the issuance of SAFEs in an aggregate amount of up to Six Million Eigh

Section 3(c): No Conflict The execution, delivery, and performance by the Company of this Safe, and the consummation of the transactions contemplated hereby (including the issuance of the shares of Safe Preferred Stock or Common Stock upon conversion of this Safe), do not and will not: (i) violate or conflict with any provision of the Company's Certificate of Incorporation (as amended or restated) or Bylaws (as amend

Section 3(d): Valid Issuance The shares of Safe Preferred Stock or Common Stock issuable upon conversion of this Safe, when issued, sold, and delivered in accordance with the terms and conditions of this Safe and for the consideration expressed herein, will be duly authorized, validly issued, fully paid, and nonassessable, and will be free and clear of all liens, claims, encumbrances, and restrictions, other than: (i

Section 3(e): Capitalization As of the Effective Date, the Company's authorized capital stock consists of 10,000,000 shares of Common Stock, $0.0001 par value per share, of which 8,600,000 shares are issued and outstanding. The Company has reserved 1,200,000 shares of Common Stock for issuance under its 2022 Equity Incentive Plan, of which 480,000 shares are subject to outstanding option grants and 720,000 shares rem

Section 4: Investor Representations The Investor hereby represents and warrants to the Company as of the Effective Date as follows:

Section 4(a): Accredited Investor The Investor represents that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and that the Investor has completed, or will complete prior to the Effective Date, any applicable investor questionnaire or accredited investor certification as may be reasonably requested by the Company.

Section 4(b): Investment Intent The Investor is acquiring this Safe, and upon conversion of this Safe will acquire the underlying shares of Safe Preferred Stock, Standard Preferred Stock, or Common Stock (as applicable), for its own account for investment purposes only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933

Section 4(c): Investment Experience and Risk The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Safe. The Investor understands that the investment in this Safe involves a high degree of risk, including, without limitation, the risk of total loss of the Purchase Amount. The Investor acknowledges t

Section 4(d): No Public Market The Investor acknowledges that there is currently no public trading market for this Safe or for the Company's Common Stock, Preferred Stock, or any other securities of the Company, and that no assurance has been given that any such public market will develop. The Investor further acknowledges that the Safe and the securities issuable upon conversion thereof are subject to significant re

Section 4(e): Authorization Vantage Peak Ventures Fund II, L.P. has all necessary limited partnership power and authority to execute, deliver, and perform its obligations under this Safe, and the execution, delivery, and performance of this Safe on behalf of the Investor have been duly authorized by Vantage Peak Capital Management LLC, a Delaware limited liability company, in its capacity as the general partner of Va

Section 5: Most Favored Nation Provision (a) If, after the Effective Date and prior to the termination of this Safe pursuant to Section 1(d), the Company issues any SAFE, convertible note, or other convertible instrument (a "Subsequent Instrument") that contains terms that are, taken as a whole, more favorable to the holder thereof than the terms of this Safe are to the Investor, then the Investor may elect to amend

Section 6: Information Rights (a) So long as the Investor holds this Safe (or, following conversion of this Safe, holds any shares of Capital Stock issued upon conversion thereof), the Company shall deliver to the Investor: (i) Annual Financial Statements. Unaudited annual financial statements of the Company, consisting of a balance sheet, an income statement (statement of operations), and a statement of cash flows,

Section 7: Pro Rata Rights The Company and the Investor acknowledge and agree that pro rata participation rights are being granted to the Investor pursuant to a separate Pro Rata Rights Side Letter of even date herewith (the "Side Letter"), executed between the Company and the Investor concurrently with the execution of this Safe. The terms of the Side Letter are incorporated herein by reference solely for purposes o

Section 8(a): Payment Mechanics The Purchase Amount shall be paid by the Investor to the Company by wire transfer of immediately available funds to a bank account designated by the Company in writing prior to the Effective Date. Wire transfer instructions are set forth in Exhibit A attached hereto, or as otherwise communicated by the Company to the Investor in writing. Payment of the Purchase Amount shall be a condit

Section 8(b): Security; No Indebtedness This Safe is not, and shall not be deemed or construed to be, a debt instrument, a loan, a promissory note, or any other form of indebtedness for any purpose, including for accounting, tax, regulatory, or other purposes. The Investor is not entitled to receive any interest on the Purchase Amount. This Safe is not secured by any of the Company's assets, and the Investor shall no

Section 8(c): Amendment and Waiver This Safe may not be amended, modified, or supplemented, and no provision hereof may be waived, except by a written instrument executed by both the Company and the Investor. No waiver of any provision of this Safe shall constitute a waiver of any other provision hereof, and no waiver shall constitute a continuing waiver. Any amendment or waiver effected in accordance with this Secti

Section 8(d): Assignment Neither party may assign this Safe or any of its rights or obligations hereunder without the prior written consent of the other party, except as follows: (i) The Investor may assign this Safe, without the prior written consent of the Company, to: (A) an affiliate of the Investor (for purposes of this Safe, "affiliate" means any entity that directly or indirectly controls, is controlled by, or

Section 8(e): No Third-Party Beneficiaries This Safe is for the sole benefit of the Company and the Investor and their respective permitted successors and assigns. Nothing in this Safe, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Safe.

Section 8(f): Governing Law This Safe shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 8(g): Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Safe, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration administered by JAMS in San Francisco, California, before a single arbitrator, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator shall be selected by mutual agreem

Section 8(h): Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Safe shall be in writing and shall be deemed effectively given: (i) upon personal delivery; (ii) one (1) business day after deposit with a nationally recognized overnight courier, with written verification of receipt; (iii) three (3) business days after having been sent by registered o

Section 8(i): Severability If any provision of this Safe, or the application thereof to any person, entity, or circumstance, is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Safe shall continue in full force and effect. In

Section 8(j): Entire Agreement; Integration This Safe, together with the Side Letter and all exhibits and schedules attached hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether oral or written) relating to such subject

Section 8(k): Counterparts; Electronic Signatures This Safe may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.Brightwater Software.com), or other

Section 8(l): Tax Treatment For U.S. federal and applicable state and local income tax purposes, the Company and the Investor each agree to treat this Safe as a forward contract for the future issuance of equity of the Company and not as indebtedness of the Company, a partnership interest, or any other form of equity interest, unless otherwise required by a final determination (within the meaning of Section 1313 of t

Section 8(m): Confidentiality The terms and conditions of this Safe are confidential. Neither party shall disclose the terms hereof (including the Purchase Amount and the Post-Money Valuation Cap) to any third party without the prior written consent of the other party, except for disclosures: (i) to such party's directors, officers, employees, members, partners, advisors, accountants, and legal counsel who have a rea