Common use of Q & A Clause in Contracts

Q & A. Does a safe convert at a round of equity financing? Yes, when the company decides to sell shares of preferred stock in a priced round, an outstanding safe will convert into shares of preferred stock. There is no threshold amount that the company must raise to trigger the conversion. • # What if the pre-money valuation of the company in the financing is higher than the Valuation Cap in a safe? The holder of a safe gets a number of shares of preferred stock calculated using the Valuation Cap, not the higher pre-money valuation. However, the preferred stock that a safe holder is issued will have a liquidation preference that is equal to the original safe investment amount, rather than based on the price of the shares issued to the investors of new money in the financing. This feature means that the liquidation preference for safe holders does not exceed the original investment amount (a 1x preference). For example, if the company issues Series A preferred stock in the financing, a safe holder would be issued Series A-1 preferred stock, the only difference being the name and the share price attributable to that series. See Example 1 in Appendix II. • # What is the difference between Safe Preferred Stock and Standard Preferred Stock? Safe Preferred Stock will be a separate series of preferred stock issued in the Equity Financing, commonly referred to as “shadow preferred” or “sub-series” preferred stock. Safe Preferred Stock will have the same rights, privileges, preferences and obligations as Standard Preferred Stock, but the liquidation preference, conversion price, and dividend rate will be calculated based on the price per share of the Safe Preferred Stock. The price per share of Safe Preferred Stock is determined by dividing the Valuation Cap in a safe by the company’s fully diluted outstanding capitalization (the “Company Capitalization,” described below). See Example 1 in Appendix II. • # What if the pre-money valuation of the company in the Equity Financing is lower than the Valuation Cap in a safe? The Valuation Cap is inapplicable in this situation. A safe holder gets the same preferred stock, at the same price, with the same liquidation preference, as the other investors of new money in the financing. See Example 2 in Appendix II. • # Do safe holders get pro rata rights? Yes, when they become stockholders of the company. As holders of preferred stock, former safe holders will have a pre-emptive right to purchase more shares if and when the company raises another round of financing. This pro rata right must be in either the Equity Financing documents or a side letter. Please consider this pro rata right carefully. There is no dollar threshold on this right – even an investor putting the smallest amount of money into your company will get pro rata rights. If it is not acceptable to you to have every investor holding pro rata rights going forward, consider adding a dollar threshold. See Appendix I for sample language. • # Does a safe holder have a choice about converting a safe in an equity financing? No, conversion in an Equity Financing is automatic and the safe then terminates. A safe is intended to turn safe holders into stockholders. • # What happens to a safe if a company is acquired or merges with another company? In a “change of control” transaction, a safe holder can convert a safe into shares of common stock, calculated based on the Valuation Cap, or have its investment returned. A safe holder will decide which of these two options is more advantageous, depending on the terms of the merger or acquisition. See Example 4 and Example 5 in Appendix II.

Q & A. ∙ Does a safe convert at a round of equity financing? Yes, when the company decides to sell shares of preferred stock in a priced round, an outstanding safe will convert into shares of preferred stock. There is no threshold amount that the company must raise to trigger the conversion. • # ∙ What if the pre-money valuation of the company in the financing is higher than the Valuation Cap in a safe? The holder of a safe gets a number of shares of preferred stock calculated using the Valuation Cap, not the higher pre-money valuation. However, the preferred stock that a safe holder is issued will have a liquidation preference that is equal to the original safe investment 1 For example, the California Finance Lenders Law. amount, rather than based on the price of the shares issued to the investors of new money in the financing. This feature means that the liquidation preference for safe holders does not exceed the original investment amount (a 1x preference). For example, if the company issues Series A preferred stock in the financing, a safe holder would be issued Series A-1 preferred stock, the only difference being the name and the share price attributable to that series. See Example 1 in Appendix II. • # ∙ What is the difference between Safe Preferred Stock and Standard Preferred Stock? Safe Preferred Stock will be a separate series of preferred stock issued in the Equity Financing, commonly referred to as “shadow preferred” or “sub-series” preferred stock. Safe Preferred Stock will have the same rights, privileges, preferences and obligations as Standard Preferred Stock, but the liquidation preference, conversion price, and dividend rate will be calculated based on the price per share of the Safe Preferred Stock. The price per share of Safe Preferred Stock is determined by dividing the Valuation Cap in a safe by the company’s fully diluted outstanding capitalization (the “Company Capitalization,” described below). See Example 1 in Appendix II. • # ∙ What if the pre-money valuation of the company in the Equity Financing is lower than the Valuation Cap in a safe? The Valuation Cap is inapplicable in this situation. A safe holder gets the same preferred stock, at the same price, with the same liquidation preference, as the other investors of new money in the financing. See Example 2 in Appendix II. • # ∙ Do safe holders get pro rata rights? Yes, when they become stockholders of the company. As holders of preferred stock, former safe holders will have a pre-emptive right to purchase more shares if and when the company raises another round of financing. This pro rata right must be in either the Equity Financing documents or a side letter. Please consider this pro rata right carefully. There is no dollar threshold on this right – even an investor putting the smallest amount of money into your company will get pro rata rights. If it is not acceptable to you to have every investor holding pro rata rights going forward, consider adding a dollar threshold. See Appendix I for sample language. • # ∙ Does a safe holder have a choice about converting a safe in an equity financing? No, conversion in an Equity Financing is automatic and the safe then terminates. A safe is intended to turn safe holders into stockholders. • # ∙ What happens to a safe if a company is acquired or merges with another company? In a “change of control” transaction, a safe holder can convert a safe into shares of common stock, calculated based on the Valuation Cap, or have its investment returned. A safe holder will decide which of these two options is more advantageous, depending on the terms of the merger or acquisition. See Example 4 and Example 5 in Appendix II.

Q & A. Does a safe convert at a round of equity financing? Yes, when the company decides to sell shares of preferred stock in a priced round, an outstanding safe will convert into shares of preferred stock. There is no threshold amount that the company must raise to trigger the conversion. • # What if the pre-money valuation of the company in the financing is higher than the Valuation Cap in a safe? The holder of a safe gets a number of shares of preferred stock calculated 1 For example, the California Finance Lenders Law. using the Valuation Cap, not the higher pre-money valuation. However, the preferred stock that a safe holder is issued will have a liquidation preference that is equal to the original safe investment amount, rather than based on the price of the shares issued to the investors of new money in the financing. This feature means that the liquidation preference for safe holders does not exceed the original investment amount (a 1x preference). For example, if the company issues Series A preferred stock in the financing, a safe holder would be issued Series A-1 preferred stock, the only difference being the name and the share price attributable to that series. See Example 1 in Appendix II. • # What is the difference between Safe Preferred Stock and Standard Preferred Stock? Safe Preferred Stock will be a separate series of preferred stock issued in the Equity Financing, commonly referred to as “shadow preferred” or “sub-series” preferred stock. Safe Preferred Stock will have the same rights, privileges, preferences and obligations as Standard Preferred Stock, but the liquidation preference, conversion price, and dividend rate will be calculated based on the price per share of the Safe Preferred Stock. The price per share of Safe Preferred Stock is determined by dividing the Valuation Cap in a safe by the company’s fully diluted outstanding capitalization (the “Company Capitalization,” described below). See Example 1 in Appendix II. • # What if the pre-money valuation of the company in the Equity Financing is lower than the Valuation Cap in a safe? The Valuation Cap is inapplicable in this situation. A safe holder gets the same preferred stock, at the same price, with the same liquidation preference, as the other investors of new money in the financing. See Example 2 in Appendix II. • # Do safe holders get pro rata rights? Yes, when they become stockholders of the company. As holders of preferred stock, former safe holders will have a pre-emptive right to purchase more shares if and when the company raises another round of financing. This pro rata right must be in either the Equity Financing documents or a side letter. Please consider this pro rata right carefully. There is no dollar threshold on this right – even an investor putting the smallest amount of money into your company will get pro rata rights. If it is not acceptable to you to have every investor holding pro rata rights going forward, consider adding a dollar threshold. See Appendix I for sample language. • # Does a safe holder have a choice about converting a safe in an equity financing? No, conversion in an Equity Financing is automatic and the safe then terminates. A safe is intended to turn safe holders into stockholders. • # What happens to a safe if a company is acquired or merges with another company? In a “change of control” transaction, a safe holder can convert a safe into shares of common stock, calculated based on the Valuation Cap, or have its investment returned. A safe holder will decide which of these two options is more advantageous, depending on the terms of the merger or acquisition. See Example 4 and Example 5 in Appendix II.

Q & A. Does a safe convert at a round of equity financing? Yes, when the company decides to sell shares of preferred stock in a priced round, an outstanding safe will convert into shares of preferred stock. There is no threshold amount that the company must raise to trigger the conversion. • # What if the pre-money valuation of the company in the financing is higher than the Valuation Cap in a safe? The holder of a safe gets a number of shares of preferred stock calculated 1 For example, the California Finance Lenders Law. using the Valuation Cap, not the higher pre-money valuation. However, the preferred stock that a safe holder is issued will have a liquidation preference that is equal to the original safe investment amount, rather than based on the price of the shares issued to the investors of new money in the financing. This feature means that the liquidation preference for safe holders does not exceed the original investment amount (a 1x preference). For example, if the company issues Series A preferred stock in the financing, a safe holder would be issued Series A-1 preferred stock, the only difference being the name and the share price attributable to that series. See Example 1 in Appendix II. • # What is the difference between Safe Preferred Stock and Standard Preferred Stock? Safe Preferred Stock will be a separate series of preferred stock issued in the Equity Financing, commonly referred to as “shadow preferred” or “sub-series” preferred stock. Safe Preferred Stock will have the same rights, privileges, preferences and obligations as Standard Preferred Stock, but the liquidation preference, conversion price, and dividend rate will be calculated based on the price per share of the Safe Preferred Stock. The price per share of Safe Preferred Stock is determined by dividing the Valuation Cap in a safe by the company’s fully diluted outstanding capitalization (the “Company Capitalization,” described below). See Example 1 in Appendix II. • # What if the pre-money valuation of the company in the Equity Financing is lower than the Valuation Cap in a safe? The Valuation Cap is inapplicable in this situation. A safe holder gets the same preferred stock, at the same price, with the same liquidation preference, as the other investors of new money in the financing. See Example 2 in Appendix II. • # Do safe holders get pro rata rights? Yes, when they become stockholders of the company. As holders of preferred stock, former safe holders will have a pre-emptive right to purchase more shares if and when the company raises another round of financing. This pro rata right must be in either the Equity Financing documents or a side letter. Please consider this pro rata right carefully. There is no dollar threshold on this right – even an investor putting the smallest amount of money into your company will get pro rata rights. If it is not acceptable to you to have every investor holding pro rata rights going forward, consider adding a dollar threshold. See Appendix I for sample language. • # Does a safe holder have a choice about converting a safe in an equity financing? No, conversion in an Equity Financing is automatic and the safe then terminates. A safe is intended to turn safe holders into stockholders. • # What happens to a safe if a company is acquired or merges with another company? In a “change of control” transaction, a safe holder can convert a safe into shares of common stock, calculated based on the Valuation Cap, or have its investment returned. A safe holder will decide which of these two options is more advantageous, depending on the terms of the merger or acquisition. See Example 4 and Example 5 in Appendix II.

Q & A. Does a safe convert at a round of equity financing? Yes, when the company decides to sell shares of preferred stock in a priced round, an outstanding safe will convert into shares of preferred stock. There is no threshold amount that the company must raise to trigger the conversion. • # What if the pre-money valuation of the company in the financing is higher than the Valuation Cap in a safe? The holder of a safe gets a number of shares of preferred stock calculated using the Valuation Cap, not the higher pre-money valuation. However, the preferred stock that a safe holder is issued will have a liquidation preference that is equal to the original safe investment amount, rather than based on the price of the shares issued to the investors of new money in the financing. This feature means that the liquidation preference for safe holders does not exceed the original investment amount (a 1x preference). For example, if the company issues Series A preferred stock in the financing, a safe holder would be issued Series A-1 preferred stock, the only difference being the name and the share price attributable to that series. See Example 1 in Appendix II. • # What is the difference between Safe Preferred Stock and Standard Preferred Stock? Safe Preferred Stock will be a separate series of preferred stock issued in the Equity Financing, commonly referred to as “shadow preferred” or “sub-series” preferred stock. Safe Preferred Stock will have the same rights, privileges, preferences and obligations as Standard Preferred Stock, but the liquidation preference, conversion price, and dividend rate will be calculated based on the price per share of the Safe Preferred Stock. The price per share of Safe Preferred Stock is determined by dividing the Valuation Cap in a safe by the company’s fully diluted outstanding capitalization (the “Company Capitalization,” described below). See Example 1 in Appendix II. • # What if the pre-money valuation of the company in the Equity Financing is lower than the Valuation Cap in a safe? The Valuation Cap is inapplicable in this situation. A safe holder gets the same preferred stock, at the same price, with the same liquidation preference, as the other investors of new money in the financing. See Example 2 in Appendix II. • # Do safe holders get pro rata rights? Yes, when they become stockholders of the company. As holders of preferred stock, former safe holders will have a pre-emptive right to purchase more shares if and when the company raises another round of financing. This pro rata right must be in either the Equity Financing documents or a side letter. Please consider this pro rata right carefully. There is no dollar threshold on this right – even an investor putting the smallest amount of money into your company will get pro rata rights. If it is not acceptable to you to have every investor holding pro rata rights going forward, consider adding a dollar threshold. See Appendix I for sample language. • # Does a safe holder have a choice about converting a safe in an equity financing? No, conversion in an Equity Financing is automatic and the safe then terminates. A safe is intended to turn safe holders into stockholders. • # What happens to a safe if a company is acquired or merges with another company? In a “change of control” transaction, a safe holder can convert a safe into shares of common stock, calculated based on the Valuation Cap, or have its investment returned. A safe holder will decide which of these two options is more advantageous, depending on the terms of the merger or acquisition. See Example 4 and Example 5 in Appendix II.