Ti	=	{Note.Title}
Note.Title	=	Simple Agreement for Future Equity - Base - UNOFFICIAL
CodersNote	=	Added "Simple Agreement for Future Equity" to the title.
BusinessNote	=	This is a Base - supplemented by the specific forms.
Intro.1.sec	=	{Legend.sec}
Legend.sec	=	{Legend.US.sec}
Legend.US.sec	=	This instrument and any securities issuable pursuant hereto have not been registered under the {USSecuritiesAct.cl}, as amended (the “{DefT.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} and under the Act and applicable state securities laws pursuant to an effective registration statement or an exemption therefrom.
Intro.2.sec	=	{Company.Name.Full}
Intro.3.sec	=	SAFE
Intro.4.sec	=	{Ti}
Intro.5.sec	=	THIS CERTIFIES THAT in exchange for the payment by {Investor.Name.Full} (the “{DefT.Investor}”) of {PurchaseAmount.$} (the “{DefT.Purchase_Amount}”) on or about {EffectiveDate.YMD}, {Company.Name.Full}, {Company.Personality.type.a} (the “{DefT.Company}”), issues to the {_Investor} the right to certain {shares_of/of} the {_Company}’s {_Capital_Stock}, subject to the terms described below.
Intro.6.sec	=	{_This_Safe} is one of the forms available at http: ycombinator.com/documents and the {_Company} and the {_Investor} agree that neither one has modified the form, except to fill in blanks and bracketed terms.
Intro.8.sec	=	See Section {Def.Xnum} for certain additional defined terms.
Intro.	=	[G/Z/paras/s8]
Event.Ti	=	Events
Event.Equity.Ti	=	Equity Financing
Event.Equity.1.sec	=	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 {Event.Equity.1.Into.ConversionTarget.cl}.
Event.Equity.1.Into.ConversionTarget.cl	=	into {Event.Equity.1.ConversionTarget.cl}
Event.Equity.2.sec	=	{Event.Equity.2.InvestorWill.sec} {Event.Equity.2.Condition.0_xlist}.
Event.Equity.2.InvestorWill.sec	=	In connection with the automatic conversion of {_this_Safe} into {shares_of/_} {Event.Equity.2.ConversionTarget.cl}, the {_Investor} will execute and deliver to the {_Company} all of the transaction documents related to the {_Equity_Financing};
Event.Equity.2.Condition.0.sec	=	provided, that such documents
Event.Equity.2.Condition.1.sec	=	(i) are the same documents to be entered into with the purchasers of {_Standard_Preferred_Stock}, with appropriate variations for the {_Safe_Preferred_Stock} if applicable, and
Event.Equity.2.Condition.2.sec	=	(ii) have customary exceptions to any drag-along applicable to the {_Investor}, including (without limitation) limited representations, warranties, liability and indemnification obligations for the {_Investor}
Event.Equity.2.Condition.	=	[G/Z/para/s2]
Event.Equity.	=	[G/Z/paras/s2]
Event.Liquidity.Ti	=	Liquidity Event
Event.Liquidity.1.sec	=	If there is a {_Liquidity_Event} before the termination of {_this_Safe}, {_this_Safe} will automatically be entitled (subject to the liquidation priority set forth in Section {Event.LiquidationPriority.Xnum} below) 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 “{DefT.Cash-Out_Amount}”) or (ii) the amount payable on the number of {shares_of/_-Common_Stock} equal to the {_Purchase_Amount} divided by the {_Liquidity_Price} (the “{DefT.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.
	=
Event.Liquidity.2.sec	=	Notwithstanding the foregoing, in connection with a {_Change_of_Control} intended to qualify as a tax-free reorgani{s/z}ation, the {_Company} may reduce the cash portion of {_Proceeds} payable to the {_Investor} by the amount determined by its board of directors in good faith for such {_Change_of_Control} to qualify as a {tax-free_reorganization_for_U.S._federal_income_tax_purposes}, provided that such reduction (A) does not reduce the total {_Proceeds} payable to such {_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} under Section {Event.LiquidationPriority.Xnum}.
	=
Event.Liquidity.	=	[G/Z/paras/s2]
Event.Dissolution.Ti	=	Dissolution Event
Event.Dissolution.sec	=	If there is a {_Dissolution_Event} before the termination of {_this_Safe}, the {_Investor} will automatically be entitled (subject to the liquidation priority set forth in Section {Event.LiquidationPriority.Xnum} below) 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}.
Event.Dissolution.	=	[G/Z/Base]
Event.LiquidationPriority.Ti	=	Liquidation Priority
Event.LiquidationPriority.1.0.sec	=	In a {_Liquidity_Event} or {_Dissolution_Event}, {_this_Safe} is intended to operate like standard non-participating {_Preferred_Stock}. The {_Investor}’s right to receive its {_Cash-Out_Amount} is:
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});
Event.LiquidationPriority.1.2.sec	=	On par with payments for other {_Safes} and/or {_Preferred_Stock}, and if the applicable {_Proceeds} are insufficient to permit full payments to the {_Investor} and such other {_Safes} and/or {_Preferred_Stock}, the applicable {_Proceeds} will be distributed pro rata to the {_Investor} and such other {_Safes} and/or {_Preferred_Stock} in proportion to the full payments that would otherwise be due; and
Event.LiquidationPriority.1.3.sec	=	Senior to payments for {_Common_Stock}.
Event.LiquidationPriority.1.	=	[G/Z/ol-i/s3]
Event.LiquidationPriority.2.sec	=	The {_Investor}’s right to receive its {_Conversion_Amount} is (A) on par with payments for {_Common_Stock} and other {_Safes} and/or {_Preferred_Stock} who are also receiving {_Conversion_Amounts} or {_Proceeds} on a similar as-converted to {_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} or similar liquidation preferences).
Event.LiquidationPriority.	=	[G/Z/paras/s2]
Event.Termination.Ti	=	Termination.
Event.Termination.sec	=	{_This_Safe} will automatically terminate (without relieving the {_Company} of any obligations arising from a prior breach of or non-compliance with {_this_Safe}) immediately following the earliest to occur of: (i) the issuance of {_Capital_Stock} to the {_Investor} pursuant to the automatic conversion of {_this_Safe} under Section {Event.Equity.Xnum}; or (ii) the payment, or setting aside for payment, of amounts due the {_Investor} pursuant to Section {Event.Liquidity.Xnum} or Section {Event.Dissolution.Xnum}.
Event.Termination.	=	[G/Z/Base]
Event.sec	=	{Event.Equity.Sec} {Event.Liquidity.Sec} {Event.Dissolution.Sec} {Event.LiquidationPriority.Sec} {Event.Termination.Sec}
Event.	=	[G/Z/Base]
Def.Ti	=	Definitions
	=
Def.Capital_Stock.sec	=	“{DefT.Capital_Stock}” means the capital stock of the {_Company}, including, without limitation, the “{_Common_Stock}” and the “{_Preferred_Stock}.”
	=
Def.Change_of_Control.sec	=	“{DefT.Change_of_Control}” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the {_Company} having the right to vote for the election of members of the {_Company}’s board of directors, (ii) any reorgani{s/z}ation, merger or consolidation of the {_Company}, other than a transaction or series of related transactions in which the holders of the voting securities of the {_Company} outstanding 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} 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}.
Def.Company_Capitalization.0.sec	=	“{DefT.Company_Capitalization}” is calculated as of immediately prior to the {_Equity_Financing} and (without double-counting, in each case calculated on an as-converted to {_Common_Stock} basis):
Def.Company_Capitalization.1.sec	=	Includes all {shares_of/of-Capital_Stock} issued and outstanding;
Def.Company_Capitalization.2.sec	=	Includes all {_Converting_Securities};
Def.Company_Capitalization.3.sec	=	Includes all (i) issued and outstanding {_Options} and (ii) {_Promised_Options}; and
Def.Company_Capitalization.4.sec	=	Includes the {_Unissued_Option_Pool}, except that any increase to the {_Unissued_Option_Pool} in connection with the {_Equity_Financing} shall only be included to the extent that the number of {_Promised_Options} exceeds the {_Unissued_Option_Pool} prior to such increase.
Def.Company_Capitalization.	=	[G/Z/ol-bullet/s4]
Def.Converting_Securities.sec	=	“{DefT.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_of/of-Capital_Stock}.
Def.Direct_Listing.sec	=	“{DefT.Direct_Listing}” {Def.Direct_Listing.means.cl}. {Def.Direct_Listing.NotAnUnderwriting.sen}
Def.Direct_Listing.means.cl	=	means {Def.Direct_Listing.US.cl}
Def.Direct_Listing.US.cl	=	the {_Company}’s initial listing of its {_Common_Stock} (other than {shares_of/of-Common_Stock} not eligible for resale under Rule 144 under the {_Securities_Act}) on a {national_securities_exchange.cl} by means of an effective registration statement {on_Form S-1.cl} filed by the {_Company} with the {SEC.cl} that registers {shares_of_existing_capital_stock.cl} for resale, as approved by the {_Company}’s board of directors
Def.Direct_Listing.NotAnUnderwriting.sen	=	For the avoidance of doubt, a {_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}” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the {_Company}’s creditors or (iii) any other liquidation, dissolution or winding up of the {_Company} (excluding a {_Liquidity_Event}), whether voluntary or involuntary.
	=
Def.Dividend_Amount.sec	=	“{DefT.Dividend_Amount}” means, with respect to any date on which the {_Company} pays a dividend on its outstanding {_Common_Stock}, the amount of such dividend that is paid per {share_of/_-Common_Stock} 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}).
Def.Equity_Financing.sec	=	“{DefT.Equity_Financing}” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the {_Company} issues and sells {_Preferred_Stock} at a fixed valuation, including but not limited to, a pre-money or post-money valuation.
Def.Initial_Public_Offering.sec	=	“{DefT.Initial_Public_Offering}” means the closing of the {_Company}’s first firm commitment underwritten initial public offering of {_Common_Stock} pursuant to a registration statement filed under the {_Securities_Act}.
	=
Def.Liquidity_Capitalization.0.sec	=	“{DefT.Liquidity_Capitalization}” is calculated as of immediately prior to the {_Liquidity_Event}, and (without double- counting, in each case calculated on an as-converted to {_Common_Stock} basis):
Def.Liquidity_Capitalization.1.sec	=	Includes all {shares_of/_-Capital_Stock} issued and outstanding;
Def.Liquidity_Capitalization.2.sec	=	Includes all (i) issued and outstanding {_Options} and (ii) to the extent receiving {_Proceeds}, {_Promised_Options};
Def.Liquidity_Capitalization.3.sec	=	Includes all {_Converting_Securities}, other than any {_Safes} and other convertible securities (including without limitation {shares_of/_-Preferred_Stock}) 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
Def.Liquidity_Capitalization.4.sec	=	Excludes the {_Unissued_Option_Pool}.
Def.Liquidity_Capitalization.	=	[G/Z/ol-bullet/s4]
Def.Liquidity_Event.sec	=	“{DefT.Liquidity_Event}” means a {_Change_of_Control}, a {_Direct_Listing} or an {_Initial_Public_Offering}.
	=
Def.Liquidity_Price.sec	=	“{DefT.Liquidity_Price}” means the price per share equal to {Def.Liquidity_Price.Valuation.cl}.
Def.Liquidity_Price.Valuation.cl	=	the {_Post-Money_Valuation_Cap} divided by the {_Liquidity_Capitalization}
Def.Options.sec	=	“{DefT.Options}” includes options, restricted {stock/share} awards or purchases, {RSUs,SARs.cl}, warrants or similar securities, vested or unvested.
Def.Proceeds.sec	=	“{DefT.Proceeds}” means cash and other assets (including without limitation {stock/share} consideration) that are proceeds from the {_Liquidity_Event} or the {_Dissolution_Event}, as applicable, and legally available for distribution.
Def.Promised_Options.sec	=	“{DefT.Promised_Options}” means promised but ungranted {_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} or {_Liquidity_Event}, as applicable (or the initial closing of the {_Equity_Financing} or consummation of the {_Liquidity_Event}, if there is no term sheet or letter of intent), (ii) in the case of an {_Equity_Financing}, treated as outstanding {_Options} in the calculation of the {_Standard_Preferred_Stock}’s price per share, or (iii) in the case of a {_Liquidity_Event}, treated as outstanding {_Options} in the calculation of the distribution of the {_Proceeds}.
	=
Def.Safe.sec	=	“{DefT.Safe}” means an instrument containing a future right to {shares_of/_} {_Capital_Stock}, similar in form and content to this instrument, purchased by investors for the purpose of funding the {_Company}’s business operations. References to “{DefT.this_Safe}” mean this specific instrument.
	=
Def.Safe_Preferred_Stock.sec	=	“{DefT.Safe_Preferred_Stock}” means the shares of the series of {_Preferred_Stock} issued to the {_Investor} in an {_Equity_Financing}, having the identical rights, privileges, preferences and restrictions as the {shares_of/_-Standard_Preferred_Stock}, other than with respect to: {Def.Safe_Preferred_Stock.Difference.cl}
Def.Safe_Preferred_Stock.Difference.cl	=	(i) {Def.Safe_Preferred_Stock.Difference.Liquidation.cl}; and (ii) {Def.Safe_Preferred_Stock.Difference.Dividend.cl}.
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}
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}
Def.Safe_Price.sec	=	“{DefT.Safe_Price}” means the price per share equal to the {_Post-Money_Valuation_Cap} divided by the {_Company_Capitalization}.
	=
Def.Standard_Preferred_Stock.sec	=	“{DefT.Standard_Preferred_Stock}” means the shares of the series of {_Preferred_Stock} issued to the investors investing new money in the {_Company} in connection with the initial closing of the {_Equity_Financing}.
	=
Def.Subsequent_Convertible_Securities.sec	=	“{DefT.Subsequent_Convertible_Securities}” means convertible securities that the {_Company} may issue after the issuance of this instrument with the principal purpose of raising capital, including but not limited to, other Safes, convertible debt instruments and other convertible securities. {_Subsequent_Convertible_Securities} excludes: (i) options issued pursuant to any equity incentive or similar plan of the {_Company}; (ii) convertible securities issued or issuable to (A) banks, equipment lessors, financial institutions or other persons engaged in the business of making loans pursuant to a debt financing or commercial leasing or (B) suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions; and (iii) convertible securities issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships.
CodersNote	=	Is this an intended difference or an accidental variation?
Def.Unissued_Option_Pool.sec	=	“{DefT.Unissued_Option_Pool}” means all {shares_of/_-Capital_Stock} 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.
Def.	=	[G/Z/Base]
MFN.Ti	=	“MFN” Amendment Provision
MFN.sec	=	If the {_Company} issues any {_Subsequent_Convertible_Securities} with terms more favorable than those of this {_Safe} (including, without limitation, a valuation cap and/or discount) prior to termination of this {_Safe}, the {_Company} will promptly provide the {_Investor} with written notice thereof, together with a copy of such {_Subsequent_Convertible_Securities} (the “{DefT.MFN_Notice}”) and, upon written request of the {_Investor}, any additional information related to such {_Subsequent_Convertible_Securities} as may be reasonably requested by the {_Investor}. In the event the {_Investor} determines that the terms of the {_Subsequent_Convertible_Securities} are preferable to the terms of this instrument, the {_Investor} will notify the {_Company} in writing within 10 days of the receipt of the {_MFN_Notice}. Promptly after receipt of such written notice from the {_Investor}, the {_Company} agrees to amend and restate this instrument to be identical to the instrument(s) evidencing the {_Subsequent_Convertible_Securities}.
MFN.	=	[G/Z/Base]
Rep.Company.Ti	=	Company Representations
	=
Rep.Company.GoodStanding.sec	=	The {_Company} is {corporation_duly_organized}, validly existing and in good standing under the laws of {CompanyIncorporation.cl}, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
corporation_duly_organized	=	a {corporation/other} duly organi{s/z}ed
Rep.Company.AllPower.Perform.sec	=	The execution, delivery and performance by the {_Company} of {_this_Safe} is within the power of the {_Company} and has been duly authori{s/z}ed by all necessary actions on the part of the {_Company} (subject to section {Rep.Company.AllConsents.Xnum}).
Rep.Company.AllPower.Binding.sec	=	{_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.
Rep.Company.AllPower.NoViolation.0.sec	=	To its knowledge, the {_Company} is not in violation of
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} or
Rep.Company.AllPower.NoViolation.3.sec	=	(iii) any material debt or contract to which the {_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}.
Rep.Company.AllPower.NoViolation.	=	[G/Z/para/s3]
Rep.Company.AllPower.sec	=	{Rep.Company.AllPower.Perform.sec} {Rep.Company.AllPower.Binding.sec} {Rep.Company.AllPower.NoViolation.sec}
Rep.Company.NoViolation.sec	=	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, license or authori{s/z}ation applicable to the {_Company}, its business or operations.
Rep.Company.AllConsents.sec	=	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 authori{s/z}ation of {_Capital_Stock} issuable pursuant to Section {Event.Xnum}.
Rep.Company.AllRights.sec	=	To its knowledge, the {_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.
Rep.Company.sec	=	{Rep.Company.GoodStanding.sec} {Rep.Company.AllPower.sec} {Rep.Company.NoViolation.sec} {Rep.Company.AllConsents.sec} {Rep.Company.AllRights.sec}
Rep.Company.	=	[G/Z/Base]
Rep.Investor.Ti	=	Investor Representations
	=
Rep.Investor.AllPower.sec	=	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.
	=
Rep.Investor.Accredited.1.sec	=	The {_Investor} is an accredited investor as such term is defined in Rule 501 of Regulation D under the {_Securities_Act}, and acknowledges and agrees that if not an accredited investor at the time of an {_Equity_Financing}, the {_Company} may void {_this_Safe} and return the {_Purchase_Amount}.
Rep.Investor.Accredited.2.sec	=	The {_Investor} has been advised that {_this_Safe} and the underlying securities have not been registered under the {_Securities_Act}, or any {state_securities_laws} and, therefore, cannot be resold unless they are registered under the {_Securities_Act} and {applicable_state_securities_laws} or unless an exemption from such registration requirements is available.
Rep.Investor.Accredited.3.sec	=	The {_Investor} is purchasing {_this_Safe} 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.
Rep.Investor.Accredited.4.sec	=	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.
Rep.Investor.Accredited.	=	[G/Z/para/s4]
Rep.Investor.sec	=	{Rep.Investor.AllPower.sec} {Rep.Investor.Accredited.sec}
Rep.Investor.	=	[G/Z/ol-a/s2]
Misc.Ti	=	Miscellaneous
Misc.Amend.sec	=	{Misc.Amend.May.sec} {Misc.Amend.Condition.sec} {Misc.Amend.Majority-in-Interest.sec}
Misc.Amend.May.sec	=	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)),
Misc.Amend.Condition.0.sec	=	provided that with respect to clause (ii):
Misc.Amend.Condition.1.sec	=	(A) the {_Purchase_Amount} may not be amended, waived or modified in this manner,
Misc.Amend.Condition.2.sec	=	(B) the consent of the {_Investor} and each holder of such {_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.	=	[G/Z/para/s3]
Misc.Amend.Majority-in-Interest.sec	=	“Majority-in-interest” refers to the holders of the applicable group of {_Safes} whose {_Safes} have a total {_Purchase_Amount} greater than 50% of the total {_Purchase_Amount} of all of such applicable group of {_Safes}.
	=
Misc.Notice.sec	=	Any notice required or permitted by {_this_Safe} will be deemed sufficient when delivered personally or by {overnight_courier.cl} or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited {US_mail.cl} 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.
	=
Misc.ShareholderVoting.sec	=	The {_Investor} is not entitled, as a holder of {_this_Safe}, to vote or be deemed a holder of {_Capital_Stock} for any purpose other than tax purposes, nor will anything in {_this_Safe} be construed to confer on the {_Investor}, as such, any rights of a {_Company} {stockholder.cl} or rights to vote for the election of directors or on any matter submitted to {_Company} {stockholder.cl}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}. However, if the {_Company} pays a dividend on outstanding {shares_of/_-Common_Stock} (that is not payable in {shares_of/_-Common_Stock}) while {_this_Safe} is outstanding, the {_Company} will pay the {_Dividend_Amount} to the {_Investor} at the same time.
Misc.Assign.sec	=	Neither {_this_Safe} nor the rights in {_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} and/or its rights may be assigned without the {_Company}’s consent by the {_Investor} (i) to the {_Investor}’s estate, heirs, executors, administrators, guardians and/or successors in the event of {Misc.Assign.the}{_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}, 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}, in connection with a reincorporation to change the {_Company}’s domicile.
Misc.Assign.the	=
Misc.Sever.sec	=	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.
	=
Misc.Law.sec	=	All rights and obligations hereunder will be governed by the laws of {Law.State.the}, without regard to the conflicts of law provisions of such jurisdiction.
	=
Misc.Tax.sec	=	The parties acknowledge and agree that for United States federal and state income tax purposes {_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}, as amended. Accordingly, the parties agree to treat {_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).
Misc.sec	=	{Misc.Amend.sec} {Misc.Notice.sec} {Misc.ShareholderVoting.sec} {Misc.Assign.sec} {Misc.Sever.sec} {Misc.Law.sec} {Misc.Tax.sec}
Misc.	=	[G/Z/Base]
(Signature page follows)	=
	=
00.1.sec	=	IN WITNESS WHEREOF, the undersigned have caused {_this_Safe} to be duly executed and delivered.
00.2.sec	=	{Company.US.Contract.By.Sec} {Investor.US.Contract.By.Sec}
00.	=	[G/Z/paras/s2]
xlist	=	{Intro.sec} {Event.Sec} {Def.Sec} {Rep.Company.Sec} {Rep.Investor.Sec} {Misc.Sec}
	=	[G/Z/Base]
LawyersNote	=	"Post-Money Valuation Cap" is used, and in one place is "quoted", but not defined. Discount Rate is "quoted" but not defined.
CodersNote	=	Some definitions vary with the particular type of Note, and the defined terms elements are there.
Company.Handle	=	{_Company}
Investor.Handle	=	{_Investor}
DefT.	=	[G/YCombinator-SAFE-2020/Form/Z/Def-Target.md]
_	=	[G/YCombinator-SAFE-2020/Form/Z/Def-Link.md]
_This_Safe	=	This Safe
_this_Safe	=	this Safe
_Unissued_Option_Pool	=	Unissued Option Pool
CodersNote	=	Cross-references:
Event.Xnum	=	1
Event.Equity.Xnum	=	{Event.Xnum}.a
Event.Liquidity.Xnum	=	{Event.Xnum}.b
Event.Dissolution.Xnum	=	{Event.Xnum}.c
Event.LiquidationPriority.Xnum	=	{Event.Xnum}.d
Def.Xnum	=	2
Rep.Company.Xnum	=	3
Rep.Company.AllConsents.Xnum	=	{Rep.Company.Xnum}.d
Note	=	Summary Row
DealPoints.sec	=	Type: {Note.Title} Investor: {Investor.US.N,E,A} Purchase Amount: {PurchaseAmount.$} Effective Date: {EffectiveDate.YMD} Discount Rate (if applicable): {DiscountRate.%} Post-Money Valuation Cap (if applicable): {Post-MoneyValueCap.$} Applicable Law: {Law.State}
DealPoints.Ti	=	{Investor.Name.Last} ({EffectiveDate.YMD}):
DealPoints.	=	[G/Z/Base]
!!!	=	#