G/YCombinator-SAFE-2020/Demo/Acme-Robinson-Cap-NoDiscount-Canada.md

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(Sec = (Ti = (Note.Title = Simple Agreement for Future Equity - Post Money Valuation Cap - Canada)
)

(sec = (0.sec = )
(xlist = (Intro.sec = (Intro.0.sec = )
(Intro.xlist =

(Intro.secs = (Intro.1.sec = (Legend.sec = (Legend.US.sec = This instrument and any securities issuable pursuant hereto have not been registered under the (USSecuritiesAct.cl = United States of America Securities Act of 1933)
, as amended (the “(DefT.Securities_Act = (_Securities_Act = 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 = this Safe)
and under the Act and applicable state securities laws pursuant to an effective registration statement or an exemption therefrom.)

(Legend.Canada.sec = Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of (i) the date of issuance of this security or (ii) the date the issuer became a reporting issuer in any province or territory. )
)
)
(Intro.2.sec =
(Company.Name.Full = (Company.Name.Given = Acme)
(Company.Name.Inc = Incorporated)
)
)
(Intro.3.sec =
SAFE )
(Intro.4.sec = (Ti = (Note.Title = Simple Agreement for Future Equity - Post Money Valuation Cap - Canada)
)

)
(Intro.5.sec = THIS CERTIFIES THAT in exchange for the payment by (Investor.Name.Full = (Investor.Name.FL = (Investor.Name.First = Roberta)
(Investor.Name.Last = Robinson)
)
)
(the “(DefT.Investor = (_Investor = Investor)
)
”) of (PurchaseAmount.$ = $50,000)
(the “(DefT.Purchase_Amount = (_Purchase_Amount = Purchase Amount)
)
”) on or about (EffectiveDate.YMD = 2021-10-17)
, (Company.Name.Full = (Company.Name.Given = Acme)
(Company.Name.Inc = Incorporated)
)
, (Company.Personality.type.a = a Delaware corporation)
(the “(DefT.Company = (_Company = Company)
)
”), issues to the (_Investor = Investor)
the right to certain (shares_of/of = of)
the (_Company = Company)
’s (_Capital_Stock = (_Capital_Shares = Capital Shares)
)
, subject to the terms described below.)
(Intro.6.sec = (_This_Safe = This Safe)
is one of the forms available at http://ycombinator.com/documents and the (_Company = Company)
and the (_Investor = Investor)
agree that neither one has modified the form, except to fill in blanks and bracketed terms.)
(Intro.7.sec = The “(DefT.Post-Money_Valuation_Cap = (_Post-Money_Valuation_Cap = Post-Money Valuation Cap)
)
” is (Post-MoneyValueCap.$ = $15,000,000)
.)
(Intro.8.sec = See Section (Def.Xnum = 2)
for certain additional defined terms.)
)

)
(Intro.00.sec = )
)

(Event.Sec = (Event.Ti = Events)
(Event.sec =
1. (Event.Equity.Sec = (Event.Equity.Ti = Equity Financing)
  
  (Event.Equity.sec = (Event.Equity.0.sec = )
  (Event.Equity.xlist =
  (Event.Equity.secs = (Event.Equity.1.sec = If there is an (_Equity_Financing = Equity Financing)
  before the termination of (_this_Safe = this Safe)
  , on the initial closing of such (_Equity_Financing = Equity Financing)
  , (_this_Safe = this Safe)
  will automatically convert (Event.Equity.1.Into.ConversionTarget.cl = into (Event.Equity.1.ConversionTarget.cl = the greater of: (1) the number of (_Standard_Preferred_Shares = Standard Preferred Shares)
  equal to the (_Purchase_Amount = Purchase Amount)
  divided by the lowest price per share of the (_Standard_Preferred_Shares = Standard Preferred Shares)
  ; or (2) the number of (_Safe_Preferred_Shares = Safe Preferred Shares)
  equal to the (_Purchase_Amount = Purchase Amount)
  divided by the (_Safe_Price = Safe Price)
  )
  )
  .)
  (Event.Equity.2.sec = (Event.Equity.2.InvestorWill.sec = In connection with the automatic conversion of (_this_Safe = this Safe)
  into (shares_of/_ = )
  (Event.Equity.2.ConversionTarget.cl = (_Standard_Preferred_Shares = Standard Preferred Shares)
  or (_Safe_Preferred_Shares = Safe Preferred Shares)
  )
  , the (_Investor = Investor)
  will execute and deliver to the (_Company = Company)
  all of the transaction documents related to the (_Equity_Financing = Equity Financing)
  ;)
  (Event.Equity.2.Condition.0_xlist = (Event.Equity.2.Condition.0.sec = provided, that such documents)
  (Event.Equity.2.Condition.xlist = (Event.Equity.2.Condition.sens = (Event.Equity.2.Condition.1.sec = (i) are the same documents to be entered into with the purchasers of (_Standard_Preferred_Stock = (_Standard_Preferred_Shares = Standard Preferred Shares)
  )
  , with appropriate variations for the (_Safe_Preferred_Stock = (_Safe_Preferred_Shares = Safe Preferred Shares)
  )
  if applicable, and )
  (Event.Equity.2.Condition.2.sec = (ii) have customary exceptions to any drag-along applicable to the (_Investor = Investor)
  , including (without limitation) limited representations, warranties, liability and indemnification obligations for the (_Investor = Investor)
  )
  )
  )
  )
  .)
  )
  )
  (Event.Equity.00.sec = )
  )
  )
2. (Event.Liquidity.Sec = (Event.Liquidity.Ti = Liquidity Event)
  
  (Event.Liquidity.sec = (Event.Liquidity.0.sec = )
  (Event.Liquidity.xlist =
  (Event.Liquidity.secs = (Event.Liquidity.1.sec = If there is a (_Liquidity_Event = Liquidity Event)
  before the termination of (_this_Safe = this Safe)
  , (_this_Safe = this Safe)
  will automatically be entitled (subject to the liquidation priority set forth in Section (Event.LiquidationPriority.Xnum = (Event.Xnum = 1)
  .d)
  below) to receive a portion of (_Proceeds = Proceeds)
  , due and payable to the (_Investor = Investor)
  immediately prior to, or concurrent with, the consummation of such (_Liquidity_Event = Liquidity Event)
  , equal to the greater of (i) the (_Purchase_Amount = Purchase Amount)
  (the “(DefT.Cash-Out_Amount = (_Cash-Out_Amount = Cash-Out Amount)
  )
  ”) or (ii) the amount payable on the number of (shares_of/_-Common_Stock = (_Common_Shares = Common Shares)
  )
  equal to the (_Purchase_Amount = Purchase Amount)
  divided by the (_Liquidity_Price = Liquidity Price)
  (the “(DefT.Conversion_Amount = (_Conversion_Amount = Conversion Amount)
  )
  ”). If any of the (_Company = Company)
  ’s securityholders are given a choice as to the form and amount of (_Proceeds = Proceeds)
  to be received in a (_Liquidity_Event = Liquidity Event)
  , the (_Investor = Investor)
  will be given the same choice, provided that the (_Investor = Investor)
  may not choose to receive a form of consideration that the (_Investor = Investor)
  would be ineligible to receive as a result of the (_Investor = Investor)
  ’s failure to satisfy any requirement or limitation generally applicable to the (_Company = Company)
  ’s securityholders, or under any applicable laws.)
  (Event.Liquidity.2.sec = Notwithstanding the foregoing, in connection with a (_Change_of_Control = Change of Control)
  intended to qualify as a tax-free reorgani(s/z = z)
  ation, the (_Company = Company)
  may reduce the cash portion of (_Proceeds = Proceeds)
  payable to the (_Investor = Investor)
  by the amount determined by its board of directors in good faith for such (_Change_of_Control = Change of Control)
  to qualify as a (tax-free_reorganization_for_U.S._federal_income_tax_purposes = tax-free reorgani(s/z = z)
  ation)
  , provided that such reduction (A) does not reduce the total (_Proceeds = Proceeds)
  payable to such (_Investor = 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 = Investor)
  under Section (Event.LiquidationPriority.Xnum = (Event.Xnum = 1)
  .d)
  .)
  )
  )
  (Event.Liquidity.00.sec = )
  )
  )
3. (Event.Dissolution.Sec = (Event.Dissolution.Ti = Dissolution Event)
  
  (Event.Dissolution.sec = If there is a (_Dissolution_Event = Dissolution Event)
  before the termination of (_this_Safe = this Safe)
  , the (_Investor = Investor)
  will automatically be entitled (subject to the liquidation priority set forth in Section (Event.LiquidationPriority.Xnum = (Event.Xnum = 1)
  .d)
  below) to receive a portion of (_Proceeds = Proceeds)
  equal to the (_Cash-Out_Amount = Cash-Out Amount)
  , due and payable to the (_Investor = Investor)
  immediately prior to the consummation of the (_Dissolution_Event = Dissolution Event)
  . )
  )
4. (Event.LiquidationPriority.Sec = (Event.LiquidationPriority.Ti = Liquidation Priority)
  
  (Event.LiquidationPriority.sec = (Event.LiquidationPriority.0.sec = )
  (Event.LiquidationPriority.xlist =
  (Event.LiquidationPriority.secs = (Event.LiquidationPriority.1.sec = (Event.LiquidationPriority.1.0.sec = In a (_Liquidity_Event = Liquidity Event)
  or (_Dissolution_Event = Dissolution Event)
  , (_this_Safe = this Safe)
  is intended to operate like standard non-participating (_Preferred_Stock = (_Preferred_Shares = Preferred Shares)
  )
  . The (_Investor = Investor)
  ’s right to receive its (_Cash-Out_Amount = Cash-Out Amount)
  is:)
  (Event.LiquidationPriority.1.xlist =
  (Event.LiquidationPriority.1.secs = (Event.LiquidationPriority.1.1.sec = 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 = (_Capital_Shares = Capital Shares)
  )
  );)
  (Event.LiquidationPriority.1.2.sec = On par with payments for other (_Safes = Safes)
  and/or (_Preferred_Stock = (_Preferred_Shares = Preferred Shares)
  )
  , and if the applicable (_Proceeds = Proceeds)
  are insufficient to permit full payments to the (_Investor = Investor)
  and such other (_Safes = Safes)
  and/or (_Preferred_Stock = (_Preferred_Shares = Preferred Shares)
  )
  , the applicable (_Proceeds = Proceeds)
  will be distributed pro rata to the (_Investor = Investor)
  and such other (_Safes = Safes)
  and/or (_Preferred_Stock = (_Preferred_Shares = Preferred Shares)
  )
  in proportion to the full payments that would otherwise be due; and )
  (Event.LiquidationPriority.1.3.sec = Senior to payments for (_Common_Stock = Common Stock)
  .)
  )
  )
  (Event.LiquidationPriority.1.00.sec = )
  )
  (Event.LiquidationPriority.2.sec = The (_Investor = Investor)
  ’s right to receive its (_Conversion_Amount = Conversion Amount)
  is (A) on par with payments for (_Common_Stock = Common Stock)
  and other (_Safes = Safes)
  and/or (_Preferred_Stock = (_Preferred_Shares = Preferred Shares)
  )
  who are also receiving (_Conversion_Amounts = Conversion Amounts)
  or (_Proceeds = Proceeds)
  on a similar as-converted to (_Common_Stock = 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 = Cash-Out Amounts)
  or similar liquidation preferences). )
  )
  )
  (Event.LiquidationPriority.00.sec = )
  )
  )
5. (Event.Termination.Sec = (Event.Termination.Ti = Termination.)
  
  (Event.Termination.sec = (_This_Safe = This Safe)
  will automatically terminate (without relieving the (_Company = Company)
  of any obligations arising from a prior breach of or non-compliance with (_this_Safe = this Safe)
  ) immediately following the earliest to occur of: (i) the issuance of (_Capital_Stock = (_Capital_Shares = Capital Shares)
  )
  to the (_Investor = Investor)
  pursuant to the automatic conversion of (_this_Safe = this Safe)
  under Section (Event.Equity.Xnum = (Event.Xnum = 1)
  .a)
  ; or (ii) the payment, or setting aside for payment, of amounts due the (_Investor = Investor)
  pursuant to Section (Event.Liquidity.Xnum = (Event.Xnum = 1)
  .b)
  or Section (Event.Dissolution.Xnum = (Event.Xnum = 1)
  .c)
  .)
  )
)
)
(Def.Sec = (Def.Ti = Definitions)
(Def.sec =
- (Def.Capital_Shares.sec = “(DefT.Capital_Shares = (_Capital_Shares = Capital Shares)
  )
  ” means the shares in the capital of the (_Company = Company)
  , including, without limitation, the “(_Common_Shares = Common Shares)
  ” and the “(_Preferred_Shares = Preferred Shares)
  .”)
- (Def.Change_of_Control.sec = “(_Change_of_Control = Change of Control)
  ” means (i) a transfer (whether by merger, consolidation, exchange or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company’s securities), of the (_Company = Company)
  ’s securities or (_Capital_Shares = Capital Shares)
  if, after such closing, such person or group of affiliated persons would hold at least a majority of the total voting power represented by the outstanding voting securities of the (_Company = Company)
  or such other surviving or resulting entity, (ii) any reorganisation, scheme of arrangement, merger, amalgamation or other consolidation of the (_Company = Company)
  , other than a transaction or series of related transactions in which the holders of the voting securities of the (_Company = 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 = 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 (_Group_Companies = Group Companies)
  . )
- (Def.Common_Shares.sec = “{DefT.Common_Shares}” means the (_Company = Company)
  's common shares or ordinary shares or such other similarly named class of share in the (_Company = Company)
  . )
- (Def.Company_Capitalization.sec = (Def.Company_Capitalization.0.sec = “(DefT.Company_Capitalization = (_Company_Capitalization = Company Capitalization)
  )
  ” is calculated as of immediately prior to the (_Equity_Financing = Equity Financing)
  and (without double-counting, in each case calculated on an as-converted to (_Common_Stock = Common Stock)
  basis):)
  (Def.Company_Capitalization.xlist =
  (Def.Company_Capitalization.secs = (Def.Company_Capitalization.1.sec = Includes all (shares_of/of-Capital_Stock = (_Capital_Shares = Capital Shares)
  )
  issued and outstanding;)
  (Def.Company_Capitalization.2.sec = Includes all (_Converting_Securities = Converting Securities)
  ;)
  (Def.Company_Capitalization.3.sec = Includes all (i) issued and outstanding (_Options = Options)
  and (ii) (_Promised_Options = Promised Options)
  ; and)
  (Def.Company_Capitalization.4.sec = Includes the (_Unissued_Option_Pool = Unissued Option Pool)
  , except that any increase to the (_Unissued_Option_Pool = Unissued Option Pool)
  in connection with the (_Equity_Financing = Equity Financing)
  shall only be included to the extent that the number of (_Promised_Options = Promised Options)
  exceeds the (_Unissued_Option_Pool = Unissued Option Pool)
  prior to such increase.)
  )
  )
  (Def.Company_Capitalization.00.sec = )
  )
- (Def.Converting_Securities.sec = “(DefT.Converting_Securities = (_Converting_Securities = Converting Securities)
  )
  ” includes (_this_Safe = this Safe)
  and other convertible securities issued by the (_Company = Company)
  , including but not limited to: (i) other (_Safes = Safes)
  ; (ii) convertible promissory notes and other convertible debt instruments; and (iii) convertible securities that have the right to convert into (shares_of/of-Capital_Stock = (_Capital_Shares = Capital Shares)
  )
  . )
- (Def.Direct_Listing.sec = “(DefT.Direct_Listing = (_Direct_Listing = Direct Listing)
  )
  ” (Def.Direct_Listing.means.cl = means (i) (Def.Direct_Listing.US.cl = the (_Company = Company)
  ’s initial listing of its (_Common_Stock = Common Stock)
  (other than (shares_of/of-Common_Stock = (_Common_Shares = Common Shares)
  )
  not eligible for resale under Rule 144 under the (_Securities_Act = Securities Act)
  ) on a (national_securities_exchange.cl = national securities exchange in the United States)
  by means of an effective registration statement (on_Form S-1.cl = on Form F-1 or Form S-1)
  filed by the (_Company = Company)
  with the (SEC.cl = United States Securities and Exchange Commission)
  that registers (shares_of_existing_capital_stock.cl = the (_Company = Company)
  ’s existing (_Capital_Shares = Capital Shares)
  )
  for resale, as approved by the (_Company = Company)
  ’s board of directors)
  , or (ii) (Def.Direct_Listing.Analogous.cl = any analogous listing not involving any underwritten offering of securities in any exchange located in a jurisdiction other than the United States)
  )
  . (Def.Direct_Listing.NotAnUnderwriting.sen = For the avoidance of doubt, a (_Direct_Listing = Direct Listing)
  shall not be deemed to be an underwritten offering and shall not involve any underwriting services. )
  )
- (Def.Dissolution_Event.sec = “(DefT.Dissolution_Event = (_Dissolution_Event = Dissolution Event)
  )
  ” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the (_Company = Company)
  ’s creditors or (iii) any other liquidation, dissolution or winding up of the (_Company = Company)
  (excluding a (_Liquidity_Event = Liquidity Event)
  ), whether voluntary or involuntary.)
- (Def.Dividend_Amount.sec = “(DefT.Dividend_Amount = (_Dividend_Amount = Dividend Amount)
  )
  ” means, with respect to any date on which the (_Company = Company)
  pays a dividend on its outstanding (_Common_Stock = Common Stock)
  , the amount of such dividend that is paid per (share_of/_-Common_Stock = (_Common_Share = Common Share)
  )
  multiplied by (x) the (_Purchase_Amount = Purchase Amount)
  divided by (y) the (_Liquidity_Price = Liquidity Price)
  (treating the dividend date as a (_Liquidity_Event = Liquidity Event)
  solely for purposes of calculating such (_Liquidity_Price = Liquidity Price)
  ).)
- (Def.Equity_Financing.sec = “(DefT.Equity_Financing = (_Equity_Financing = Equity Financing)
  )
  ” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the (_Company = Company)
  issues and sells (_Preferred_Stock = (_Preferred_Shares = Preferred Shares)
  )
  at a fixed valuation, including but not limited to, a pre-money or post-money valuation.)
- (Def.Group_Companies.sec = “(DefT.Group_Companies = (_Group_Companies = Group Companies)
  )
  ” means the (_Company = Company)
  and the (_Company = Company)
  ’s subsidiaries from time to time. )
- (Def.Initial_Public_Offering.sec = “(DefT.Initial_Public_Offering = (_Initial_Public_Offering = Initial Public Offering)
  )
  ” means the closing of the (_Company = Company)
  ’s first firm commitment underwritten initial public offering of (_Common_Shares = Common Shares)
  in conjunction with the listing of such (_Common_Shares = Common Shares)
  on any securities exchange, which shall be deemed to have occurred upon the consummation of the listing transaction as prescribed under the listing rules of the applicable securities exchange.)
- (Def.Liquidity_Capitalization.sec = (Def.Liquidity_Capitalization.0.sec = “(DefT.Liquidity_Capitalization = (_Liquidity_Capitalization = Liquidity Capitalization)
  )
  ” is calculated as of immediately prior to the (_Liquidity_Event = Liquidity Event)
  , and (without double- counting, in each case calculated on an as-converted to (_Common_Stock = Common Stock)
  basis): )
  (Def.Liquidity_Capitalization.xlist =
  (Def.Liquidity_Capitalization.secs = (Def.Liquidity_Capitalization.1.sec = Includes all (shares_of/_-Capital_Stock = (_Capital_Shares = Capital Shares)
  )
  issued and outstanding;)
  (Def.Liquidity_Capitalization.2.sec = Includes all (i) issued and outstanding (_Options = Options)
  and (ii) to the extent receiving (_Proceeds = Proceeds)
  , (_Promised_Options = Promised Options)
  ;)
  (Def.Liquidity_Capitalization.3.sec = Includes all (_Converting_Securities = Converting Securities)
  , other than any (_Safes = Safes)
  and other convertible securities (including without limitation (shares_of/_-Preferred_Stock = (_Preferred_Shares = Preferred Shares)
  )
  ) where the holders of such securities are receiving (_Cash-Out_Amounts = Cash-Out Amounts)
  or similar liquidation preference payments in lieu of (_Conversion_Amounts = Conversion Amounts)
  or similar “as-converted” payments; and)
  (Def.Liquidity_Capitalization.4.sec = Excludes the (_Unissued_Option_Pool = Unissued Option Pool)
  .)
  )
  )
  (Def.Liquidity_Capitalization.00.sec = )
  )
- (Def.Liquidity_Event.sec = “(DefT.Liquidity_Event = (_Liquidity_Event = Liquidity Event)
  )
  ” means a (_Change_of_Control = Change of Control)
  , a (_Direct_Listing = Direct Listing)
  or an (_Initial_Public_Offering = Initial Public Offering)
  .)
- (Def.Liquidity_Price.sec = “(DefT.Liquidity_Price = (_Liquidity_Price = Liquidity Price)
  )
  ” means the price per share equal to (Def.Liquidity_Price.Valuation.cl = the (_Post-Money_Valuation_Cap = Post-Money Valuation Cap)
  divided by the (_Liquidity_Capitalization = Liquidity Capitalization)
  )
  .)
- (Def.Options.sec = “(DefT.Options = (_Options = Options)
  )
  ” includes options, restricted (stock/share = share)
  awards or purchases, (RSUs,SARs.cl = restricted share units, share appreciation rights)
  , warrants or similar securities, vested or unvested.)
- (Def.Preferred_Shares.sec = “{DefT.Preferred_Shares}” means the (_Company = Company)
  's preferred shares or preference shares or such other similarly named class of share in the (_Company = Company)
  .)
- (Def.Proceeds.sec = “(DefT.Proceeds = (_Proceeds = Proceeds)
  )
  ” means cash and other assets (including without limitation (stock/share = share)
  consideration) that are proceeds from the (_Liquidity_Event = Liquidity Event)
  or the (_Dissolution_Event = Dissolution Event)
  , as applicable, and legally available for distribution. )
- (Def.Promised_Options.sec = “(DefT.Promised_Options = (_Promised_Options = Promised Options)
  )
  ” means promised but ungranted (_Options = 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 = Equity Financing)
  or (_Liquidity_Event = Liquidity Event)
  , as applicable (or the initial closing of the (_Equity_Financing = Equity Financing)
  or consummation of the (_Liquidity_Event = Liquidity Event)
  , if there is no term sheet or letter of intent), (ii) in the case of an (_Equity_Financing = Equity Financing)
  , treated as outstanding (_Options = Options)
  in the calculation of the (_Standard_Preferred_Stock = (_Standard_Preferred_Shares = Standard Preferred Shares)
  )
  ’s price per share, or (iii) in the case of a (_Liquidity_Event = Liquidity Event)
  , treated as outstanding (_Options = Options)
  in the calculation of the distribution of the (_Proceeds = Proceeds)
  .)
- (Def.Safe.sec = “(DefT.Safe = (_Safe = Safe)
  )
  ” means an instrument containing a future right to (shares_of/_ = )
  (_Capital_Stock = (_Capital_Shares = Capital Shares)
  )
  , similar in form and content to this instrument, purchased by investors for the purpose of funding the (_Company = Company)
  ’s business operations. References to “(DefT.this_Safe = (_this_Safe = this Safe)
  )
  ” mean this specific instrument. )
- (Def.Safe_Preferred_Stock.sec = “(DefT.Safe_Preferred_Stock = (_Safe_Preferred_Stock = (_Safe_Preferred_Shares = Safe Preferred Shares)
  )
  )
  ” means the shares of the series of (_Preferred_Stock = (_Preferred_Shares = Preferred Shares)
  )
  issued to the (_Investor = Investor)
  in an (_Equity_Financing = Equity Financing)
  , having the identical rights, privileges, preferences and restrictions as the (shares_of/_-Standard_Preferred_Stock = (_Standard_Preferred_Shares = Standard Preferred Shares)
  )
  , other than with respect to: (Def.Safe_Preferred_Stock.Difference.cl = (i) (Def.Safe_Preferred_Stock.Difference.Liquidation.cl = the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the (Def.Safe_Preferred_Stock.ReferencePrice.cl = (_Safe_Price = Safe Price)
  )
  )
  ; (ii) (Def.Safe_Preferred_Stock.Difference.Dividend.cl = the basis for any dividend rights, which will be based on the (Def.Safe_Preferred_Stock.ReferencePrice.cl = (_Safe_Price = Safe Price)
  )
  )
  ; and (iii) (Def.Safe_Preferred_Stock.Difference.Redemption.cl = to the extent applicable, the basis for the redemption price, which will be based on the (_Safe_Price = Safe Price)
  )
  .)
  )
- (Def.Safe_Price.sec = “(DefT.Safe_Price = (_Safe_Price = Safe Price)
  )
  ” means the price per share equal to the (_Post-Money_Valuation_Cap = Post-Money Valuation Cap)
  divided by the (_Company_Capitalization = Company Capitalization)
  .)
- (Def.Standard_Preferred_Stock.sec = “(DefT.Standard_Preferred_Stock = (_Standard_Preferred_Stock = (_Standard_Preferred_Shares = Standard Preferred Shares)
  )
  )
  ” means the shares of the series of (_Preferred_Stock = (_Preferred_Shares = Preferred Shares)
  )
  issued to the investors investing new money in the (_Company = Company)
  in connection with the initial closing of the (_Equity_Financing = Equity Financing)
  .)
- (Def.Unissued_Option_Pool.sec = “(DefT.Unissued_Option_Pool = (_Unissued_Option_Pool = Unissued Option Pool)
  )
  ” means all (shares_of/_-Capital_Stock = (_Capital_Shares = Capital Shares)
  )
  that are reserved, available for future grant and not subject to any outstanding (_Options = Options)
  or (_Promised_Options = Promised Options)
  (but in the case of a (_Liquidity_Event = Liquidity Event)
  , only to the extent (_Proceeds = Proceeds)
  are payable on such (_Promised_Options = Promised Options)
  ) under any equity incentive or similar (_Company = Company)
  plan.)
)
)
(Rep.Company.Sec = (Rep.Company.Ti = Company Representations)
(Rep.Company.sec =
1. (Rep.Company.GoodStanding.sec = The (_Company = Company)
  is (corporation_duly_organized = a (corporation/other = corporation)
  duly organi(s/z = z)
  ed)
  , validly existing and in good standing under the laws of (CompanyIncorporation.cl = its (state/jurisdiction = jurisdiction)
  of incorporation)
  , and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.)
2. (Rep.Company.AllPower.sec = (Rep.Company.AllPower.Perform.sec = The execution, delivery and performance by the (_Company = Company)
  of (_this_Safe = this Safe)
  is within the power of the (_Company = Company)
  and has been duly authori(s/z = z)
  ed by all necessary actions on the part of the (_Company = Company)
  (subject to section (Rep.Company.AllConsents.Xnum = (Rep.Company.Xnum = 3)
  .d)
  ).)
  (Rep.Company.AllPower.Binding.sec = (_This_Safe = This Safe)
  constitutes a legal, valid and binding obligation of the (_Company = Company)
  , enforceable against the (_Company = 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.)
  (Rep.Company.AllPower.NoViolation.sec = (Rep.Company.AllPower.NoViolation.0.sec = To its knowledge, the (_Company = Company)
  is not in violation of)
  (Rep.Company.AllPower.NoViolation.xlist = (Rep.Company.AllPower.NoViolation.sens = (Rep.Company.AllPower.NoViolation.1.sec = (i) its current certificate of incorporation or bylaws, )
  (Rep.Company.AllPower.NoViolation.2.sec = (ii) any material statute, rule or regulation applicable to the (_Company = Company)
  or )
  (Rep.Company.AllPower.NoViolation.3.sec = (iii) any material debt or contract to which the (_Company = Company)
  is a party or by which it is bound, )
  )
  )
  (Rep.Company.AllPower.NoViolation.00.sec = 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 = Company)
  .)
  )
  )
3. (Rep.Company.NoViolation.sec = The performance and consummation of the transactions contemplated by (_this_Safe = this Safe)
  do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the (_Company = Company)
  ; (ii) result in the acceleration of any material debt or contract to which the (_Company = Company)
  is a party or by which it is bound; or (iii) result in the creation or imposition of any (lien_on_any_property = security interest, encumbrance or lien on any property)
  , asset or revenue of the (_Company = Company)
  or the suspension, forfeiture, or nonrenewal of any material permit, license or authori(s/z = z)
  ation applicable to the (_Company = Company)
  , its business or operations.)
4. (Rep.Company.AllConsents.sec = No consents or approvals are required in connection with the performance of (_this_Safe = this Safe)
  , other than: (i) the (_Company = Company)
  ’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authori(s/z = z)
  ation of (_Capital_Stock = (_Capital_Shares = Capital Shares)
  )
  issuable pursuant to Section (Event.Xnum = 1)
  .)
5. (Rep.Company.AllRights.sec = To its knowledge, the (_Company = 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.)
6. (Rep.Company.CanadaPrivateIssuer.sec = The (_Company = Company)
  qualifies as a “private issuer”, as such term is defined in Ontario pursuant to Section 73.4 of the Securities Act (Ontario) and elsewhere in Canada under National Instrument 45-106 – Prospectus Exemptions, and is not a reporting issuer, as such term is defined in the Securities Act (Ontario).)
)
)
(Rep.Investor.Sec = (Rep.Investor.Ti = Investor Representations)
(Rep.Investor.sec =
1. (Rep.Investor.AllPower.sec = The (_Investor = Investor)
  has full legal capacity, power and authority to execute and deliver (_this_Safe = this Safe)
  and to perform its obligations hereunder. (_This_Safe = This Safe)
  constitutes valid and binding obligation of the (_Investor = 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.)
2. (Rep.Investor.Accredited.sec = (Rep.Investor.Accredited.0.sec = )
  (Rep.Investor.Accredited.xlist = (Rep.Investor.Accredited.sens = (Rep.Investor.Accredited.1.sec = The (_Investor = Investor)
  is an accredited investor as such term is defined in: (x) if the investor is resident in the United States, Rule 501 of Regulation D under the (_Securities_Act = Securities Act)
  , and/or (y) under applicable Canadian securities laws, shall provide evidence of the same if requested by the (_Company = Company)
  , and acknowledges and agrees that if not an accredited investor at the time of an (_Equity_Financing = Equity Financing)
  , the (_Company = Company)
  may void this (_Safe = Safe)
  and return the (_Purchase_Amount = Purchase Amount)
  .)
  (Rep.Investor.Accredited.2.sec = The (_Investor = Investor)
  has been advised that this (_Safe = Safe)
  and the underlying securities have not been registered under the (_Securities_Act = Securities Act)
  , or any state, federal or provincial securities laws and, therefore, cannot be resold unless they are covered by a prospectus filed under applicable Canadian securities laws, registered under the (_Securities_Act = Securities Act)
  and applicable state securities laws or unless an exemption from such registration requirements is available.)
  (Rep.Investor.Accredited.3.sec = The (_Investor = Investor)
  is purchasing (_this_Safe = this Safe)
  and the securities to be acquired by the (_Investor = 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 = Investor)
  has no present intention of selling, granting any participation in, or otherwise distributing the same. )
  (Rep.Investor.Accredited.4.sec = The (_Investor = Investor)
  has such knowledge and experience in financial and business matters that the (_Investor = 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 = Investor)
  ’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.)
  )
  )
  (Rep.Investor.Accredited.00.sec = )
  )
3. (Rep.Investor.InternationalAuthorities.sec = The Investor understands that the Company may be required to provide any one or more of the Canadian securities regulators or other regulatory agencies with the name, residential address, telephone number and e-mail address of such Investor as well as information regarding the number, aggregate purchase price and type of securities purchased under this Safe and the Investor hereby consents to and authorizes the foregoing use and disclosure of such information.)
)
)
(Misc.Sec = (Misc.Ti = Miscellaneous)
(Misc.sec =
1. (Misc.Amend.sec = (Misc.Amend.May.sec = Any provision of (_this_Safe = this Safe)
  may be amended, waived or modified by written consent of the (_Company = Company)
  and either (i) the (_Investor = Investor)
  or (ii) the majority-in-interest of all then-outstanding (_Safes = Safes)
  with the same “(_Post-Money_Valuation_Cap = Post-Money Valuation Cap)
  ” and “Discount Rate” as (_this_Safe = this Safe)
  (and (_Safes = Safes)
  lacking one or both of such terms will be considered to be the same with respect to such term(s)),)
  (Misc.Amend.Condition.sec = (Misc.Amend.Condition.0.sec = provided that with respect to clause (ii): )
  (Misc.Amend.Condition.xlist = (Misc.Amend.Condition.sens = (Misc.Amend.Condition.1.sec = (A) the (_Purchase_Amount = Purchase Amount)
  may not be amended, waived or modified in this manner, )
  (Misc.Amend.Condition.2.sec = (B) the consent of the (_Investor = Investor)
  and each holder of such (_Safes = Safes)
  must be solicited (even if not obtained), and)
  (Misc.Amend.Condition.3.sec = (C) such amendment, waiver or modification treats all such holders in the same manner.)
  )
  )
  (Misc.Amend.Condition.00.sec = )
  )
  (Misc.Amend.Majority-in-Interest.sec = “Majority-in-interest” refers to the holders of the applicable group of (_Safes = Safes)
  whose (_Safes = Safes)
  have a total (_Purchase_Amount = Purchase Amount)
  greater than 50% of the total (_Purchase_Amount = Purchase Amount)
  of all of such applicable group of (_Safes = Safes)
  .)
  )
2. (Misc.Notice.sec = Any notice required or permitted by (_this_Safe = this Safe)
  will be deemed sufficient when delivered personally or by (overnight_courier.cl = internationally recognized overnight courier)
  or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited (US_mail.cl = in the Canadian or 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.)
3. (Misc.ShareholderVoting.sec = The (_Investor = Investor)
  is not entitled, as a holder of (_this_Safe = this Safe)
  , to vote or be deemed a holder of (_Capital_Stock = (_Capital_Shares = Capital Shares)
  )
  for any purpose other than tax purposes, nor will anything in (_this_Safe = this Safe)
  be construed to confer on the (_Investor = Investor)
  , as such, any rights of a (_Company = Company)
  (stockholder.cl = shareholder)
  or rights to vote for the election of directors or on any matter submitted to (_Company = Company)
  (stockholder.cl = shareholder)
  s, 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 (Event.Xnum = 1)
  . However, if the (_Company = Company)
  pays a dividend on outstanding (shares_of/_-Common_Stock = (_Common_Shares = Common Shares)
  )
  (that is not payable in (shares_of/_-Common_Stock = (_Common_Shares = Common Shares)
  )
  ) while (_this_Safe = this Safe)
  is outstanding, the (_Company = Company)
  will pay the (_Dividend_Amount = Dividend Amount)
  to the (_Investor = Investor)
  at the same time.)
4. (Misc.Assign.sec = Neither (_this_Safe = this Safe)
  nor the rights in (_this_Safe = 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 = this Safe)
  and/or its rights may be assigned without the (_Company = Company)
  ’s consent by the (_Investor = Investor)
  (i) to the (_Investor = Investor)
  ’s estate, heirs, executors, administrators, guardians and/or successors in the event of (Misc.Assign.the = the )
  (_Investor = 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 = Investor)
  , including, without limitation, any general partner, managing member, officer or director of the (_Investor = 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 = Investor)
  ; and provided, further, that the (_Company = Company)
  may assign (_this_Safe = this Safe)
  in whole, without the consent of the (_Investor = Investor)
  , in connection with a reincorporation to change the (_Company = Company)
  ’s domicile.)
5. (Misc.Sever.sec = In the event any one or more of the provisions of (_this_Safe = 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 = this Safe)
  operate or would prospectively operate to invalidate (_this_Safe = 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 = this Safe)
  and the remaining provisions of (_this_Safe = this Safe)
  will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.)
6. (Misc.Law.sec = The parties agree that this (_Safe = Safe)
  (and all the rights and obligations hereunder) shall be governed by the laws of the Province of (Law.Province = Ontario)
  and the federal laws of Canada applicable therein. Each party hereby submits to the non-exclusive jurisdiction of the Courts of (DisputeForum.City,State = (DisputeForum.City = Toronto)
  , (DisputeForum.State = (DisputeForum.Province = Ontario)
  )
  )
  .)
7. (Misc.Dollars.sec = Unless otherwise stated herein, all references to “$” or “Dollars” shall refer to lawful currency of the United States of America.)
8. (Misc.Tax.sec = The parties acknowledge and agree that for United States federal and state income tax purposes (_this_Safe = 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.cl = Internal Revenue Code of 1986)
  , as amended. Accordingly, the parties agree to treat (_this_Safe = 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).)
)
)

)
(00.sec = (00.0.sec = )
(00.xlist =

(00.secs = (00.1.sec = IN WITNESS WHEREOF, the undersigned have caused (_this_Safe = this Safe)
to be duly executed and delivered.)

(00.2.sec =

(Company.US.Contract.By.Sec =

(Company.Name.Full = (Company.Name.Given = Acme)
(Company.Name.Inc = Incorporated)
)

(Company.US.Contract.By.Handle.sec = ("(Company.Handle = (_Company = Company)
)
"))

(Company.US.Contract.By.SignBy = (Company.US.Contract.By.By: = By:)

(Company.xSignature = xAbigailAltima-2849596)

(Company.US.Contract.By.Name: = Name:)
(Company.Signer.Name.Full = (Company.Signer.Name.FL = (Company.Signer.Name.First = Abigail)
(Company.Signer.Name.Last = Altima)
)
)

(Company.US.Contract.By.Title: = Title:)
(Company.Signer.Title = President)
)

(Company.US.Contract.By.Date.sec = (Company.US.Contract.By.Date: = Date:)
(Company.Sign.YMD = 2021-10-18)

(Company.US.Contract.By.At: = Signed at:)
(Company.US.Contract.By.Adr.City,State,Nation = (Company.Adr.City = Boston)
, (Company.Adr.State = Massachusetts)
, (Company.Adr.Nation = United States of America)
)
)

)

(Investor.US.Contract.By.Sec =

(Investor.Name.Full = (Investor.Name.FL = (Investor.Name.First = Roberta)
(Investor.Name.Last = Robinson)
)
)

(Investor.US.Contract.By.Handle.sec = ("(Investor.Handle = (_Investor = Investor)
)
"))

(Investor.US.Contract.By.SignBy =

(Investor.xSignature = xRobertaRobinson-93029586)
)

(Investor.US.Contract.By.Date.sec = (Investor.US.Contract.By.Date: = Date:)
(Investor.Sign.YMD = 2021-10-19)

(Investor.US.Contract.By.At: = Signed at:)
(Investor.US.Contract.By.Adr.City,State,Nation = (Investor.Adr.City = Toronto)
, (Investor.Adr.State = (Investor.Adr.Province = Ontario)
)
, (Investor.Adr.Nation = Canada)
)
)

)

)
)

)
(00.00.sec = )
)
)
)

(ProRata.Sec = (ProRata.Ti = (Company.Name.Full = (Company.Name.Given = Acme)
(Company.Name.Inc = Incorporated)
)

(ProRata.Agt.Title = Pro Rata Agreement)
)

(ProRata.sec = (ProRata.0.sec = )
(ProRata.xlist =

(ProRata.ThisAgt.sec = This agreement (this “(ProRata.DefT.Agreement = (ProRata._Agreement = Agreement)
)
”) is entered into on or about (EffectiveDate.YMD = 2021-10-17)
in connection with the purchase by (Investor.Name.Full = (Investor.Name.FL = (Investor.Name.First = Roberta)
(Investor.Name.Last = Robinson)
)
)
(the “(ProRata.DefT.Investor = (ProRata._Investor = Investor)
)
”) of that certain simple agreement for future equity with a “(ProRata._Post-Money_Valuation_Cap = Post-Money Valuation Cap)
” (the “(ProRata.DefT.Investor’s_Safe = (ProRata._Investor’s_Safe = Investor’s Safe)
)
”) issued by (Company.Name.Full = (Company.Name.Given = Acme)
(Company.Name.Inc = Incorporated)
)
(the “(ProRata.DefT.Company = (ProRata._Company = Company)
)
”) on or about the date of this (ProRata._Agreement = Agreement)
. As a material inducement to the (ProRata._Investor = Investor)
’s investment, the (ProRata._Company = Company)
agrees to the provisions set forth in this (ProRata._Agreement = Agreement)
. Capitali(ProRata.s/z = z)
ed terms used herein shall have the meanings set forth in the (ProRata._Investor’s_Safe = Investor’s Safe)
.)
(ProRata.RightToPurchase.sec = The (ProRata._Investor = Investor)
shall have the right to purchase its pro rata share of (ProRata._Standard_Preferred_Stock = (ProRata._Standard_Preferred_Shares = Standard Preferred Shares)
)
being sold in the (ProRata._Equity_Financing = Equity Financing)
(the “(ProRata.DefT.Pro_Rata_Right = (ProRata._Pro_Rata_Right = Pro Rata Right)
)
”). Pro rata share for purposes of this (ProRata._Pro_Rata_Right = Pro Rata Right)
is the ratio of (x) the number of (ProRata.shares_of/_-Standard_Preferred_Stock = (ProRata._Standard_Preferred_Shares = Standard Preferred Shares)
)
issued from the conversion of all of the (ProRata._Investor’s_Safes = Investor’s Safes)
with a “(ProRata._Post-Money_Valuation_Cap = Post-Money Valuation Cap)
” to (y) the (ProRata._Company_Capitalization = Company Capitalization)
. The (ProRata._Pro_Rata_Right = Pro Rata Right)
described above shall automatically terminate upon the earlier of (i) the initial closing of the (ProRata._Equity_Financing = Equity Financing)
; (ii) immediately prior to the closing of a (ProRata._Liquidity_Event = Liquidity Event)
; or (iii) immediately prior to the (ProRata._Dissolution_Event = Dissolution Event)
. )
(ProRata.Assign.sec = Neither this (ProRata._Agreement = Agreement)
nor the rights contained herein may be assigned, by operation of law or otherwise, by (ProRata._Investor = Investor)
without the prior written consent of the (ProRata._Company = Company)
; provided, however, that this (ProRata._Agreement = Agreement)
and/or the rights contained herein may be assigned without the (ProRata._Company = Company)
’s consent by the (ProRata._Investor = Investor)
to any other entity who directly or indirectly, controls, is controlled by or is under common control with the (ProRata._Investor = Investor)
, including, without limitation, any general partner, managing member, officer or director of the (ProRata._Investor = 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 (ProRata._Investor = Investor)
. )
(ProRata.Amend.sec = (ProRata.Amend.How.sec = Any provision of this (ProRata._Agreement = Agreement)
may be amended, waived or modified upon the written consent of the (ProRata._Company = Company)
and either (i) the holders of a majority of (ProRata.shares_of/_-Standard_Preferred_Stock = (ProRata._Standard_Preferred_Shares = Standard Preferred Shares)
)
issued from all (ProRata._Safes = Safes)
converted in connection with the (ProRata._Equity_Financing = Equity Financing)
held by the (ProRata._Investor = Investor)
and other (ProRata._Safe = Safe)
holders with (ProRata._Pro_Rata_Rights = Pro Rata Rights)
pursuant to agreements on the same form as this (ProRata._Agreement = Agreement)
(ProRata.available_at_YC.cl = )
, provided that such amendment, waiver or modification treats all such holders in the same manner, or (ii) the (ProRata._Investor = Investor)
.)
(ProRata.Amend.CompanyNotifyInvestor.sec = The (ProRata._Company = Company)
will promptly notify the (ProRata._Investor = Investor)
of any amendment, waiver or modification that the (ProRata._Investor = Investor)
did not consent to.)
(ProRata.Amend.Law.sec = The choice of law governing any dispute or claim arising out of or in connection with this (ProRata._Agreement = Agreement)
(ProRata.and_submission_to_jurisdiction.cl = and the submission to jurisdiction of the parties hereunder )
shall be consistent with that set forth in the (ProRata._Investor’s_Safe = Investor’s Safe)
.)
)

)
(ProRata.00.sec = (ProRata.00.0.sec = )
(ProRata.00.xlist =

(ProRata.00.secs = (ProRata.00.1.sec = IN WITNESS WHEREOF, the undersigned have caused this (ProRata._Agreement = Agreement)
to be duly executed and delivered.)

(ProRata.00.2.sec =