This Simple Agreement for Future Equity (this "SAFE") evidences an agreement between Thagorus PBC, a Delaware public benefit corporation (the "Company"), and the investor named above (the "Investor"). The Company intends to use the proceeds of this SAFE (and other SAFEs with substantially similar terms) to fund ongoing research and development, team-building, and design partner acquisition.

1. Events

1.1 Equity Financing. If there is an Equity Financing before the termination of this SAFE, the Company will automatically issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price.

The "Conversion Price" means the lesser of: (a) the Safe Price, or (b) the Discount Price. In the event of a conflict, the calculation that results in a greater number of shares issued to the Investor shall control.

"Safe Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.

"Discount Price" means the lowest price per share of the Standard Preferred Stock sold in the Equity Financing multiplied by the Discount Rate (80%).

1.2 Liquidity Event. If there is a Liquidity Event before the termination of this SAFE, the Investor will, at their election, receive a cash payment equal to the Purchase Amount (to the extent not previously returned to the Investor) or receive the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, as applicable.

The "Liquidity Price" means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.

1.3 Dissolution Event. If there is a Dissolution Event before the termination of this SAFE, the Company will pay an amount equal to the Purchase Amount to the Investor prior to making any payment to holders of outstanding Capital Stock (to the extent such assets are available for distribution).

2. Definitions

Capital Stock	Common Stock and Preferred Stock, in each case, of the Company.
Change of Control	(i) a transaction or series of related transactions in which any person or group of related persons acquires, directly or indirectly, more than fifty percent (50%) of the voting power of the Company; (ii) a transaction or series of related transactions in which the Company sells, transfers or otherwise disposes of all or substantially all of its assets; or (iii) any reorganization, merger, consolidation or similar transaction in which the stockholders of the Company immediately prior to such transaction do not own at least fifty percent (50%) of the voting power of the surviving or successor entity immediately following such transaction.
Common Stock	The shares of common stock, $0.0001 par value per share, of the Company authorized under its certificate of incorporation, as amended from time to time.
Company Capitalization	Specifically for the purpose of calculating the Safe Price, the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted to Common Stock basis) issued and outstanding; (2) all Converting Securities; and (3) all options (whether or not vested) and warrants, excluding any options and shares reserved under any equity incentive plan.
Converting Securities	Convertible securities of the Company, including SAFEs and convertible notes.
Discount Rate	80%, which equals a 20% discount to the Equity Financing price.
Dissolution Event	A voluntary termination of operations, a general assignment for the benefit of creditors, or any other liquidation, dissolution or winding up of the Company.
Equity Financing	A bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed pre-money valuation, with an aggregate proceeds threshold of at least $1,000,000.
Initial Public Offering	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 of 1933, as amended.
Liquidity Capitalization	The number, as of immediately prior to the Liquidity Event, of shares of Capital Stock (on an as-converted basis) outstanding, excluding any options (whether or not vested) and SAFEs (other than SAFEs for which the convertible amount is being paid as part of the Liquidity Event transaction).
Liquidity Event	A Change of Control or an Initial Public Offering of the Company.
Post-Money Valuation Cap	$8,000,000.
Preferred Stock	The shares of preferred stock, $0.0001 par value per share, of the Company authorized under its certificate of incorporation, as amended from time to time, including without limitation the Safe Preferred Stock and Standard Preferred Stock.
Purchase Amount	The amount invested by the Investor as set forth in the Party Block above.
Safe Preferred Stock	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 Standard Preferred Stock, other than with respect to the price per share.
Safe Price	The price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.
Standard Preferred Stock	The shares of the series of Preferred Stock issued to investors in the Equity Financing at the price per share set forth in the applicable term sheet.

3. Company Representations

The Company represents and warrants to the Investor that as of the date of this SAFE:

1. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
2. The Company has the corporate power and authority to enter into this SAFE and to carry out its obligations hereunder. The SAFE has been duly authorized, executed, and delivered by the Company.
3. No consent, approval, order, or authorization of, or registration, qualification, designation, or filing with, any federal, state, or local governmental authority is required on the part of the Company in connection with the execution and delivery of this SAFE.
4. The Company is not in violation of its certificate of incorporation or bylaws, or in material default under any contract, agreement, instrument, order, judgment, or decree to which it is a party or by which it is bound.

4. Investor Representations

The Investor represents and warrants to the Company that:

1. Accredited investor. The Investor is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.
2. Investment for own account. This SAFE is being acquired for investment for the Investor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof.
3. No registration. The Investor understands that this SAFE has not been registered under the Securities Act of 1933 by reason of a specific exemption from the registration provisions thereof, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor's representations.
4. Restricted securities. The Investor understands that the securities issuable upon conversion of this SAFE are "restricted securities" under applicable U.S. federal and state securities laws and may not be resold or transferred without compliance with registration requirements or an applicable exemption.
5. Opportunity to obtain information. The Investor has had an opportunity to discuss the Company's business, management, financial affairs, and the terms of this SAFE with the Company's management, and to obtain such information as it has deemed necessary.

5. Miscellaneous

5.1 Entire Agreement. This SAFE constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and supersedes all prior agreements, representations, warranties, or understandings of the parties with regard thereto.

5.2 Notices. Any notice required or permitted by this SAFE will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited in the U.S. mail as certified or registered mail.

5.3 Governing Law. This SAFE will be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law.

5.4 Severability. If one or more provisions of this SAFE are held to be unenforceable under applicable law, such provision will be excluded from this SAFE and the balance of the SAFE will be interpreted as if such provision were excluded and will be enforceable in accordance with its terms.

5.5 Amendment; Waiver. This SAFE may not be amended, waived, modified, or supplemented, except in a written instrument signed by both parties.

5.6 No Rights as Stockholder. Until the conversion of this SAFE into equity securities, the Investor will not have any rights as a stockholder of the Company, including (without limitation) any information or inspection rights, any right to vote or consent, or any right to receive dividends or other distributions.

5.7 Assignment. 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. Otherwise, neither party may assign this SAFE without the prior written consent of the other party. Any purported assignment in violation of this Section will be void.

5.8 Counterparts. This SAFE may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one instrument. Electronic signatures will be deemed original signatures for purposes of this SAFE.