Safe Agreement Investment Details

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SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE) THIS CERTIFIES THAT in exchange for the payment by ………….., a citizen of ……, domiciled at ……………………… identified with passport nr ………. by the Swiss authorities and valid until ………… (the "Investor") of € * * (the "Purchase Amount") on or about ___________ *, _______, a company incorporated under the laws of the State of Delaware USA with its registered office address at _______, City of Dover, county of Kent, *, United States and Company Registration Number SR: * File * (the "Company"), hereby issues to the Investor the right to certain shares of the Company's shares, subject to the terms set forth below. The "Post-Money Valuation Cap" is € *,*,*.* *. EVENTS *.* Equity Financing. If there is an Equity Financing before the termination of this Safe, the Company will automatically issue to the Investor a number of Safe Preference Shares equal to the Purchase Amount divided by the Safe Price. In connection with the issuance of Safe Preference Shares by the Company to the Investor pursuant to this Section *.* the Investor will execute and deliver to the Company all transaction documents related to the Equity Financing provided that such documents are the same documents to be entered into with the purchasers of Standard Preference Shares, with appropriate variations for the Safe Preference Shares if applicable, and provided further that such documents have customary exceptions to any drag-along applicable to the Investor, including, without limitation, limited representations and warranties and limited liability and indemnification obligations on the part of the Investor. *.* Liquidity Event. If there is a Liquidity Event before the termination of this Safe, this Safe will automatically be entitled 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 Ordinary Shares 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. *.* Dissolution Event. If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled 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. *.* Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preference shares. The Investor’s right to receive its Cash-Out Amount is: (a) 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 Shares); (b) On par with payments for other Safes and/or Preference shares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preference shares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preference shares in proportion to the full payments that would otherwise be due; and (c) Senior to payments for Ordinary shares. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Ordinary shares and other Safes and/or Preference shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Ordinary shares 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). *.* Termination. This Safe will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this Safe) upon either (i) the issuance of shares to the Investor pursuant to Section *.* or Section *.*(ii); or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Section *.*(i) or Section *.*. *. DEFINITIONS Shares: means the shares of the Company, including, without limitation, the Ordinary Shares and the Preference Shares. Change of Control: (i) a transaction or series of related transactions in which any person or persons acting in concert becomes the legal or beneficial owner, directly or indirectly, of more than fifty percent (*%) of the Shares of the Company having the right to vote for the election of members of the Company's board of directors; (ii) any reorganisation, merger, or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the Shares 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 all Shares in 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 Capitalisation: is calculated as of immediately prior to the Equity Financing and (without double-counting): (a) Includes all shares issued and outstanding; (b) Includes all Converting Securities outstanding as of the final closing of the SAFE financing in which this SAFE is issued, but expressly excludes subsequently issued Converting Securities with different valuation caps; (c) Includes all (i) issued and outstanding Options and (ii) Promised Options; (d) Includes the Unissued Option Pool; and (e) Excludes, notwithstanding the foregoing, any increases to the Unissued Option Pool (except to the extent necessary to cover Promised Options that exceed the Unissued Option Pool) in connection with the Equity Financing. Conversion Price: means either (i) the Safe Price; or (ii) the Discount Price, whichever calculation results in a greater number of Safe Preference Shares. 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. Discount Price: the price per share of the Standard Preference Shares sold in the Equity Financing multiplied by the Discount Rate. Distribution: the transfer to holders of Shares by reason of their ownership thereof of cash or other property without consideration whether by way of dividend or otherwise, other than dividends payable to holders of Ordinary Shares, or the purchase or redemption of Shares by the Company or its subsidiaries for cash or property other than: (i) repurchases of Ordinary Shares 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 Shares in connection with the settlement of disputes with any holder of Shares. Dissolution Event: (i) a voluntary termination of operations; (ii) a general assignment or arrangement for the benefit of the Company's creditors; (iii) the appointment of a receiver, administrator, provisional liquidator or any similar position; or (iv) any other liquidation, dissolution, or winding up of the Company (excluding 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 Ordinary shares, the amount of such dividend that is paid per share of Ordinary shares 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: a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preference Shares 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 Ordinary Shares pursuant to a registration statement filed under the Securities Act. Liquidity Capitalisation: is calculated as of immediately prior to the Liquidity Event, and (without double- counting): (i) Includes all Shares issued and outstanding; (ii) Includes all (i) issued and outstanding Options and (ii) to the extent receiving Proceeds, Promised Options; (iii) Includes all Converting Securities, other than any Safes and other convertible securities (including without limitation shares of Preference Shares) 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 (iv) Excludes the Unissued Option Pool. Liquidity Event: a Change of Control or an Initial Public Offering. Liquidity Price: the price per share equal to the Post-Money divided by the Liquidity Capitalisation. Ordinary Shares: ordinary shares issued by the Company. Preference Shares: preference shares of the Company. Purchase Amounts: the Purchase Amounts and the Purchase Amounts of any Safes. Safe: an Safe containing a future right to Shares, similar in form and content to this Safe, purchased by investors for the purpose of funding the Company's business operations, References to “this Safe” mean this specific Safe. Safe Preference Shares: the shares of the series of Preference Shares issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences, and restrictions as the shares of Standard Preference Shares, 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: the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalisation. Shares: the issued shares of the Company, including, without limitation, the Ordinary Shares and the Preference Shares. Standard Preference Shares: the shares of a series of Preference Shares 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 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. *. COMPANY REPRESENTATIONS *.* The Company is a corporation duly organised, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted. *.* The execution, delivery, and performance by the Company of this Safe 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 authorised by all necessary actions on the part of the Company (subject to section *.*). 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 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 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. *.* 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, licence, or authorisation applicable to the Company, its business, or its operations. *.* 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 authorisation of Shares issuable pursuant to Section *. *.* To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trade marks, service marks, trade names, copyrights, trade secrets, licences, 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. *. INVESTOR REPRESENTATIONS *.* 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. *.* The Investor is purchasing this instrument 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. *.* The Investor represents the following: (a) he is not a politically exposed person; (b) he is not subject to any government sanctions; (c) the Purchase Amount will be paid from the following bank account under Investor’s name opened at …………….. under IBAN number ……………… (d) the Purchase Amount and any other amounts payable by Purchaser hereunder, and all fees and expenses relating to the transactions contemplated by this Agreement to which it is a party have not been or will not be derived from or related to any illegal activities, including but not limited to, money laundering activities or activities subject to any applicable Anti-corruption Laws. (e) the source of funds representing the Purchase Amount is ……………………………… *. MISCELLANEOUS *.* 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 *% of the total Purchase Amount of all of such applicable group of Safes. *.* 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, as may be subsequently modified by written notice. *.* The Investor is not entitled, as a holder of this Safe, to vote or receive dividends or be deemed the holder of Shares for any purpose, nor will anything contained herein be construed to confer on the Investor, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise until Shares have been issued upon the terms described in Section *.. However, if the Company pays a dividend on outstanding shares of Ordinary shares (that is not payable in shares of Ordinary shares) while this Safe is outstanding, the Company will pay the Dividend Amount to the Investor at the same time. *.* Neither this Safe nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that this Safe and/or the rights contained herein may be assigned without the Company's consent by the Investor 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, solely in connection with a reincorporation to change the Company's domicile. *.* 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. *.* All rights and obligations hereunder will be governed by and construed in accordance with the laws of England and Wales. *. DISPUTE RESOLUTION The courts of the laws of ________________ shall have exclusive jurisdiction to deal with any dispute arising out of or in connection with this Safe, including any question regarding its existence, validity, or termination. -The remainder of this page is intentionally left blank- IN WITNESS WHEREOF, the undersigned have caused this Safe to be duly executed and delivered.

What is the post money cap specified

So the invester will receive *% of the Company?

So how does this safe work?

How is a safe better for investor rather than purchasing of equity ?

Potential Returns: If the company's value increases significantly, the investor can gain substantial equity - how ?

So the investor can still recieve *.*% of company even when valuation increases?

Is it better to sell equity and get investment or is safe better ?

So safe is more beneficial to investors?

In the above document? What are the terms of safe ?

So, by accepting this agreement, the company is writing away *% of the company?

So, if we pay this money back to investor ?