Contract analysis

Section 1(a): Equity Financing. 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 Conversion Price. For purposes of this Section 1(a), "Equity Financing" means a bona fide transaction or series of related transactions wit

Section 1(b): Liquidity Event. If there is a Liquidity Event before the termination of this SAFE, and before an Equity Financing has occurred, the Investor shall, at the Investor's option, either: (i) receive from the Company a cash payment equal to the Purchase Amount (the "Cash-Out Amount"); or (ii) automatically receive from the Company a number of shares of the Company's Common Stock equal to the Purchase Amount

Section 1(c): Dissolution Event. If there is a Dissolution Event before the termination of this SAFE, and before an Equity Financing or Liquidity Event has occurred, the Investor shall receive a cash payment equal to the Purchase Amount from the Company. A "Dissolution Event" means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company's creditors, any other

Section 2: Definitions As used in this SAFE, the following terms shall have the meanings set forth below:

Section 2(a): "Capital Stock" means all shares of the Company's capital stock, including all shares of Common Stock and all shares of Preferred Stock, and any other class or series of capital stock that may be authorized and issued by the Company from time to time.

Section 2(b): "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 Section 14(d)(2) 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 fifty percent (50%) of the outstan

Section 2(c): "Company Capitalization" means the sum, as of immediately prior to the Equity Financing, of: (i) all shares of Capital Stock issued and outstanding, which as of the date hereof consists of 8,600,000 shares of Common Stock; (ii) all shares of Capital Stock reserved and available for future issuance under any equity incentive or similar plan of the Company, which as of the date hereof consists of 1,200,00

Section 2(d): "Conversion Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.

Section 2(e): "Direct Listing" means the Company's initial listing of its Common Stock (or equivalent equity securities) on a national securities exchange, such as the New York Stock Exchange or the Nasdaq Stock Market, by means of an effective registration statement filed by the Company under the Securities Act of 1933, as amended, other than a registration statement filed on Form S-4, Form S-8, or any successor for

Section 2(f): "Equity Financing" has the meaning set forth in Section 1(a) above. For the avoidance of doubt, an Equity Financing requires aggregate gross proceeds to the Company (excluding conversion of SAFEs or other convertible instruments) of not less than

Section 2(g): "Investor" means Vantage Peak Ventures Fund II, L.P., a Delaware limited partnership, and any successor or permitted assign of such entity in accordance with the provisions of Section 7(a) of this SAFE.

Section 2(h): "Liquidity Capitalization" means the Company Capitalization as otherwise calculated pursuant to Section 2(c) above, except that: (i) it shall be calculated as of immediately prior to the Liquidity Event (rather than immediately prior to an Equity Financing); (ii) it shall include all shares of Capital Stock issued and outstanding as of immediately prior to the Liquidity Event; (iii) it shall include all

Section 2(i): "Liquidity Event" has the meaning set forth in Section 1(b) above. A Liquidity Event means a Change of Control or a Direct Listing.

Section 2(j): "Liquidity Price" means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.

Section 2(k): "Post-Money Valuation Cap" means Twenty-Eight Million Dollars ($28,000,000).

Section 2(l): "Purchase Amount" means Three Million Five Hundred Thousand Dollars ($3,500,000), payable by the Investor to the Company at the closing of this SAFE by wire transfer of immediately available funds to an account designated in writing by the Company.

Section 2(m): "SAFE" means this instrument, as it may be amended from time to time in accordance with the provisions of Section 7(b) hereof.

Section 2(n): "SAFE Preferred Stock" means the shares of Preferred Stock issued to the Investor upon conversion of this SAFE in connection with an Equity Financing, as described in Section 1(a) above.

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 all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted. The Company is duly qualified to transact busin

Section 3(b): Authorization. The execution, delivery, and performance of this SAFE by the Company, and the issuance of shares of Capital Stock upon the conversion of this SAFE, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, approval by the Company's Board of The Board of Directors of the Company adopted a written consent dated August 30, 2023 (th

Section 3(c): Compliance with Other Instruments. The execution, delivery, and performance of this SAFE by the Company, and the consummation of the transactions contemplated hereby (including, without limitation, the issuance of shares of Capital Stock upon conversion of this SAFE), will not (i) result in any violation of, or conflict with, or constitute a default under, the Company's Certificate of Incorporation (as

Section 3(d): Valid Issuance of Stock. The shares of Capital Stock issuable upon conversion of this SAFE, when issued in compliance with the provisions of this SAFE, will be validly issued, fully paid, and nonassessable, and will be free and clear of all liens, claims, encumbrances, and restrictions on transfer, other than (i) restrictions on transfer under this SAFE, (ii) restrictions on transfer under applicable fe

Section 3(e): Capitalization. As of the date hereof, the Company's authorized capital stock consists of ten million (10,000,000) shares of Common Stock, par value $0.0001 per share, of which eight million six hundred thousand (8,600,000) shares are issued and outstanding. The Company has not authorized any shares of Preferred Stock as of the date hereof. The Company has reserved one million two hundred thousand (1,20

Section 3(f): Intellectual Property. The Company owns or has the right to use all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, copyrights, licenses, domain names, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct of its business as currently conducted, without any conflict with, or infringement of, t

Section 3(g): Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the Company's knowledge, currently threatened against the Company, its officers, directors, or employees (in their capacities as such), or any of the Company's properties or assets, that (i) individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Company's

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 and warrants 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 (the "Securities Act"). The Investor has reviewed the definition of "accredited investor" and has determined, based on a reasonable assessment of its own circumstances, that it qualifies as an accredi

Section 4(b): Investment Intent. The Investor is acquiring this SAFE (and any securities issuable upon conversion hereof) for investment for its own account, not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. The Investor understands that neither this SAFE nor the securities issuable upon conversion hereof have been registered un

Section 4(c): Investment Experience. The Investor has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the investment represented by the acquisition of this SAFE and the securities issuable upon conversion hereof. The Investor is capable of bearing the economic risk of such investment, including a complete loss of the Purchase Amount. The Invest

Section 4(d): No General Solicitation. The Investor is not purchasing this SAFE as a result of any advertisement, article, notice, or other communication regarding this SAFE published in any newspaper, magazine, or similar media, or broadcast over television, radio, or the internet, or presented at any seminar, meeting, or other general solicitation or general advertising (each as defined in Rule 502(c) of Regulation

Section 4(e): Authorization. The Investor has full power and authority to execute, deliver, and perform this SAFE and to consummate the transactions contemplated hereby. This SAFE has been duly authorized by all necessary action on the part of the Investor, including all necessary action on the part of Vantage Peak Capital Management LLC, the general partner of the Investor, and constitutes a valid and binding obliga

Section 5: Most Favored Nation (MFN) Provision If the Company issues any subsequent SAFE or similar convertible instrument (each, a "Subsequent SAFE") after the Effective Date and prior to the conversion or termination of this SAFE, and such Subsequent SAFE contains terms that are, taken individually or in the aggregate, more favorable to the holder thereof than the terms of this SAFE (including, without limitation,

Section 6: Information Rights So long as this SAFE remains outstanding and has not been converted or terminated in accordance with the terms hereof, the Company shall provide the Investor with the following information: (a) Quarterly Financial Statements. Unaudited quarterly financial statements, consisting of a balance sheet, income statement (or statement of operations), and statement of cash flows for each fiscal

Section 7(a): Transferability. This SAFE and the rights and obligations hereunder may not be transferred or assigned by the Investor without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the Investor may, without the Company's consent, transfer or assign this SAFE (i) to any affiliate of the Investor (including, without lim

Section 7(b): Amendment and Waiver. Any provision of this SAFE may be amended, waived, or modified only upon the written consent of the Company and the Investor. No waiver of any provision of this SAFE shall constitute a waiver of any other provision hereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or re

Section 7(c): No Stockholder Rights. The Investor, solely by virtue of holding this SAFE, shall not be entitled to any rights of a stockholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions, to exercise any preemptive right, or to receive notice of, or attend, any meeting of the stockholders of the Company, unless and until shares of Capital Stock are iss

Section 7(d): Tax Treatment. For U.S. federal and applicable state and local income tax purposes, this SAFE is intended to be treated as a non-compensatory forward contract for the purchase of stock, which is not a debt instrument, and which does not give rise to any interest deductions for the Company. The parties hereto agree to file all tax returns and take all tax reporting positions in a manner consistent with t

Section 7(e): Securities Law Compliance. This SAFE and the shares of Capital Stock issuable upon conversion hereof have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction, and may not be offered, sold, assigned, pledged, or otherwise transferred except pursuant to an effective registration statement under the Securities Act and applicable

Section 7(f): Governing Law. This SAFE shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard 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 7(g): Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this SAFE, or the breach, termination, or validity thereof, shall be resolved by final and binding arbitration in San Francisco, California, in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the "JAMS Rules") then in effect, before a single arbitrator selected in accordance with the JAMS Rul

Section 7(h): Notices. All notices, requests, demands, consents, and other communications required or permitted under this SAFE shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) one (1) business day after being sent by nationally recognized overnight courier (with confirmation of delivery), three (3) business days after being sent by certified mail, return receipt reques

Section 7(i): Entire Agreement. This SAFE, together with any side letters executed concurrently herewith (including, without limitation, any pro rata rights side constitutes the entire agreement between the Company and the Investor with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether wr

Section 7(j): Severability. If any provision of this SAFE is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this SAFE, and this SAFE shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall endeav

Section 7(k): Counterparts. This SAFE may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this SAFE by electronic transmission (including, without limitation, by means of PDF, Brightwater Software, or other electronic signature platform) shall be deemed to be, and shall have the same

Section 7(l): Successors and Assigns. Subject to the restrictions on transfer and assignment set forth in Section 7(a) hereof, this SAFE shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 7(m): Termination. This SAFE will automatically terminate (without relieving the Company or the Investor of any obligations arising from a breach of this SAFE prior to such termination) upon the earliest to occur of: (i) the issuance of shares of Capital Stock to the Investor upon the conversion of this SAFE in connection with an Equity Financing pursuant to Section 1(a); (ii) the payment in full of all amoun