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Equity crowdfunding investment in private placements and start-up investments in particular are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest in start-ups.
Companies seeking startup investment through equity crowdfunding tend to be in earlier stage of development and their business model, products and services may not yet be fully developed, operational or tested in the public marketplace. There is no guarantee that the stated valuation and other terms are accurate or in agreement with the market or industry valuations.. FORM C/A AMENDED MYDENTALWIG REG CF SUBSCRIPTION AGREEMENT AMENDED THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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. MYDENTALWIG INC. SAFE Forward-Looking Projections & Business Overview One Big Beautiful Business Inspired by the legislative concept of Trump’s “One Big Beautiful Bill” Act, signed into law on July 4, 2025, —which consolidated extensive policy reforms across multiple domains into a single, sweeping piece of legislation¹—MYDENTALWIG INC. proudly positions itself as a “One Big Beautiful Business”. Our enterprise is structured to operate across 10 or more synergistic business lines, seamlessly integrated under a single strategic entity. Forward Looking Projections: Within five years, MYDENTALWIG anticipates generating multi billion dollar annual revenues across multiple business segments, including: 1. IDM (biosensors & chip manufacturing) 2. DentalWig direct-to-consumer restorative products 3. Health-monitoring subscriptions 4. Smile Engineering Academy (SEA) educational platform 5. LYDIE TOWER real estate & condominium units 6. 2GU DaVinci Resort Homes & Apartments 7. Country Club membership fees 8. Sainte Lydie Smart City (100,000-acre) land sales 9. 25 production lines of dental supplies & consumables 10. Saliva-based diagnostics & DNA testing services These forward-looking statements involve substantial risks and uncertainties, including assumptions about market growth, operational execution, regulatory compliance, and availability of funding. Actual results may differ materially. Please refer to the “Risk Factors” section for a detailed discussion. MYDENTALWIG is conducting two concurrent capital-raising efforts: 1. A Reg CF equity offering, which is opened to both accredited and non accredited investors; and 2. A simultaneous institutional equity financing (accredited investors only). Upon closing these offerings, our long-term goal is to pursue a public listing via a direct listing, which preserves existing shareholder equity, minimizes dilution, reduces underwriting costs, and offers liquidity for all stakeholders.” (Simple Agreement for Future Equity) THIS CERTIFIES THAT in exchange for the payment by --------------------------------------------------------- (the “Investor”) of $--------------------- (the “Purchase Amount”) on or about ---------------------------DATE------ at -------TIME MYDENTALWIG INC., a Delaware corporation (the “Company”), hereby issues to the Investor the right to certain shares of the Company’s capital stock, subject to the terms described below. 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, and remove the requirement to be accredited investor. The “Pre-Money Valuation Cap” is $1,000,000,000 See Section 2 for certain additional defined terms. 1. Events (a) Equity Financing. 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 into the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price, which is based solely on the $1,000,000,000 pre-money Valuation Cap (no discount and alternative pricing allowed). . In connection with the automatic conversion of this Safe into shares of Safe Preferred Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (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 (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. (b) Liquidity Event. 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 1(d) 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 “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 (“Conversion Amount”). If any of the Company’s securityholders are given 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. Notwithstanding the foregoing, in connection with a Change of Control intended to qualify as a tax-free reorganization, 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 1(d). In connection with Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay (i) holders of shares of any series of Preferred Stock issued before the date of this instrument (“Senior Preferred Holders”) and (ii) the Investor and holders of other Safes (collectively, the “ Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed (i) first to the Senior Preferred Holders and (ii) second with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts, and the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. In connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce, pro rata, the Purchase Amounts payable to the Cash-Out Investors by the amount determined by the Board in good faith to be advisable for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, and in such case, the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. (c) Dissolution Event. 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 1(d) 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. (d) Liquidation Priority 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: (i) 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); (ii) 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 (iii) Senior to payments for Common Stock. 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). (e) Termination. 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 1(a); or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Section 1(b) or Section 1(c). 2. Definitions “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 reorganization, 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. For the avoidance of doubt, “Change of Control” shall not include the [i] merger into, [ii] business combination with, or [iii] acquisition by a special purpose acquisition company (“SPAC”), unless such transaction also meets one of the criteria in clauses (i)–(iii) above. “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): Includes all shares of Capital Stock issued and outstanding; Includes all Converting Securities; Includes all (i) issued and outstanding Options and (ii) Promised Options; and 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. “Conversion Price” means the Safe Price, calculated as the Pre Money Valuation Cap ($1,000,000,000) divided by the Company Capitalization (as defined). Conversion shall occur using this fixed Conversion Price.” “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 Capital Stock. “Direct Listing” means the Company’s initial listing of its Common Stock (other than shares of Common Stock not eligible for resale under Rule 144 under the Securities Act) on a national securities exchange by means of an effective registration statement on Form S-1 filed by the Company with the SEC that registers shares of existing capital stock of the Company for resale, as approved by the Company’s board of directors. For the avoidance of doubt, a Direct Listing shall not be deemed to be an underwritten offering and shall not involve any underwriting services. “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. “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). “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. “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. “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): Includes all shares of Capital Stock issued and outstanding; Includes all (i) issued and outstanding Options and (ii) to the extent receiving Proceeds, Promised Options; 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 Excludes the Unissued Option Pool. “Liquidity Event” means a Change of Control or an Initial Public Offering. “Liquidity Price” means the price per share equal to the Valuation Cap divided by the Liquidity Capitalization. “Options” includes options, restricted stock awards or purchases, RSUs, SARs, warrants or similar securities, vested or unvested. “Proceeds” means cash and other assets (including without limitation stock consideration) that are proceeds from the Liquidity Event or the Dissolution Event, as applicable, and legally available for distribution. “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 Share’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. “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 “this Safe” mean this specific instrument. “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: (i) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price. “Safe Price” means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization. “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. “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. 3. Company Representations (a) The Company is duly organized, validly existing, and in good standing under Delaware law and has full power and authority to own, lease, and operate its business as now conducted. (b) The execution, delivery, and performance of this SAFE have been duly authorized and approved by all necessary corporate action (subject to Section 3(d)). Upon issuance, this SAFE will constitute a legal, valid, and binding obligation of the Company enforceable in accordance with its terms, except to the extent limited by bankruptcy, insolvency, or similar laws affecting creditor rights. To the Company's knowledge, it is not in violation of its certificate of incorporation or bylaws, any material statute, rule, or regulation, or any material contract or debt that would reasonably be expected to have a material adverse effect on its business or operations. (c) The issuance and performance of this SAFE will not: (i) violate any material judgment, statute, rule, or regulation; (ii) accelerate any material debt; or (iii) create any lien, or cause the suspension or forfeiture of any material permit, license, or authorization necessary for the Company's business. (d) No consent or approval—not including corporate authorization or securities qualifications—is required for the issuance of this SAFE or related Capital Stock. (e) To the Company's knowledge, it owns or holds sufficient rights to its intellectual property (patents, trademarks, trade secrets, copyrights, and licenses) necessary for its business, without violating third-party rights. 4. Investor Representations (a) The Investor has full legal capacity and authority to execute and deliver this SAFE and to perform its obligations hereunder. The SAFE constitutes a valid and binding obligation of the Investor enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, or other applicable laws. (b) The Investor understands that: (i) this SAFE and the securities issuable hereunder have not been registered under the Securities Act or state securities laws; (ii) these securities may not be resold unless registered or subject to an exemption; (iii) the Investor is purchasing this SAFE for its own account, not as a nominee, with no present intention to distribute or resell; (iv) the Investor has sufficient knowledge, financial sophistication, and ability to bear the economic risk of this investment, including the risk of complete loss. 5. Miscellaneous (a) Amendments and Waivers No modification or waiver of any provision of this SAFE shall be effective unless set forth in writing and signed by the Company and either (i) the Investor or (ii) the majority in interest of all outstanding SAFEs with materially identical terms (i.e., same valuation cap and discount). For clause (ii), any amendment (A) cannot reduce an Investor’s Purchase Amount, (B) requires notice to all holders (whether or not they consent), and (C) must be on equal terms for all holders within that group. “Majority in interest” means holders representing more than 50% of the aggregate Purchase Amount within the applicable group. (b) Notices All required notices must be delivered in writing via personal delivery, overnight courier, certified mail, or email to addresses listed in the MyDentalWigInvestor.com portal (or subsequently updated in writing). Notices are deemed received on the earlier of delivery, courier receipt confirmation, or 48 hours post-mailing. (c) No Rights Before Conversion While outstanding, this SAFE does not grant the Investor any rights as a stockholder—voting, consent, or otherwise—except for tax treatment purposes. However, if the Company pays a cash dividend on its Common Stock, the Investor is entitled to the Dividend Amount calculated as set forth in Section 2. (d) Transfer and Assignment Restrictions This SAFE is non-transferable and non-assignable without the Company's prior written consent, except that the Investor may assign to its estate, heirs, or affiliates controlled by the same management. The Company may assign the SAFE in connection with a re-incorporation or change in domicile without Investor consent. (e) Severability If any provision is found invalid or unenforceable, the remainder of the SAFE remains in full force and the invalid provision is interpreted in a manner consistent with the parties’ original intent. (f) Governing Law This SAFE is governed by the laws of California, without regard to conflict-of-law principles. (g) Tax Treatment Both parties intend and agree that this SAFE should be treated as equity (common stock) for all U.S. federal and state income tax purposes, including Sections 304, 305, 306, 354, 368, 1036, and 1202 of the Internal Revenue Code. (h) Proxy; Indemnification The CEO, acting as proxy, is authorized to execute all necessary rights and duties on the Investor’s behalf. The proxy is indemnified by the Investor (unless gross negligence or willful misconduct is adjudicated), with liability capped at the Purchase Amount. This indemnity survives termination of the SAFE. 1. Any act or decision by the proxy is binding on the Investor. 2. The Investor agrees to cooperate, as determined in good faith by the Board, to consolidate or reorganize interests as needed. 3. If any part of this proxy is unenforceable in any jurisdiction, the remainder remains effective, and the provision will be modified to be valid to the fullest extent allowed. (i) No Anti-Dilution The SAFE contains no anti-dilution provisions (e.g., full ratchet, weighted average, most-favored-nation). The Conversion Price is fixed by the $1B pre-money cap and is not subject to adjustment. (j) Securities Eligibility Only securities purchased through the MyDentalWig Reg CF Investor Portal post-Form C filing shall be accepted; all others are void. (6) Transfer Restrictions & Legend (a) One Year Lock Up Period Investor acknowledges that, under Rule 501 of Regulation Crowdfunding, the securities purchased under this Subscription/SAFE cannot be transferred for one year after issuance (“Lock-up Period”), except: 1. To the issuer; 2. To an accredited investor; 3. As part of an SEC-registered offering; or 4. To a family member, a trust for the investor or family, or upon death or divorce. ________________________________________ (b) Post Lock Up: Issuer Consent Required Once the Lock-up Period ends, any further transfer must: 1. Receive prior written consent from the Company, which may be withheld at its sole discretion; and 2. Comply with all applicable securities laws (e.g. Reg S, Rule 144). Investor recognizes that transfer requests are at their own legal and financial risk—with no obligation on the Company to approve. ________________________________________ (c) Legend & Legend Removal • All securities will bear a restrictive legend describing the Reg CF resale limitations and conditions under Rule 227.501(a) • To remove the legend, the Investor must: 1. Demonstrate the transfer is lawful (e.g. satisfy Rule 144); 2. Pay any required fees (e.g. transfer-agent charges); and 3. Provide a legal opinion or equivalent evidence, if requested by the Company or transfer agent (7) Funds Handling & KYC/AML Compliance Investor understands that funds will be wired directly to MYDENTALWIG and held in a secure account. Funds will only be released upon confirmation of: 1. AML/KYC compliance, and 2. Accreditation status (as required) via a verified third party provider—consistent with best practices for Regulation Crowdfunding, including due diligence and identity verification No external escrow agent will be used. The Company will notify investors promptly upon fund release and issuance of securities. (8) Risk Factors Investor should consider the following risks: • Cap increase effect: A higher valuation cap may result in reduced ownership percentage relative to earlier terms. • Liquidity constraints: The one year lock up, plus issuer-controlled transfer approvals and legend removal processes, may delay or restrict resale options. • Amendment risk: The Company and/or majority SAFE holders may modify terms post issuance, which could affect investor rights and outcomes. (9) Reconfirmation Requirement By signing, Investor agrees to reconfirm their investment within 5 business days of being notified of these amended terms, as required under Regulation Crowdfunding. Failure to reconfirm will result in cancellation of the investment commitment. (10) Regulatory Disclosure This SAFE reflects amended terms detailed in the Form C/A filed July 21, 2025. Investors must reconfirm their commitment; otherwise, invested funds will be returned, in compliance with Reg CF procedures. (11) Foreign Investors Representation If Subscriber is not a “United States person” (as defined in IRC § 7701(a)(30)), Subscriber represents that it has independently verified compliance with all applicable laws and regulations in its jurisdiction regarding: 1. The legality of purchasing the Securities; 2. Any foreign currency controls or exchange requirements; 3. Any necessary governmental, regulatory, or third party consents; and 4. Any tax implications of purchasing, holding, redeeming, selling, or transferring the Securities. Subscriber further represents that: • Its investment and continued ownership will not violate any laws of its jurisdiction; • It maintains permanent domicile (not temporary or transient) at the address provided on the signature page. IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered. Subscribers, sign below: Investor Type: Individual Subscriber Details: Subscriber: Name: Street Address: City: Region: Postal Code: Country: Phone Number: Email Address: Investment Amount: Funds tendered: ………………................................. (Payable to "MYDENTALWIG INC."), which shall be tendered by wire or money transfer, ACH, Debit/Credit, Cash App, Zelle, Ria, MoneyGram, Western Union or other money transfers App of immediately available funds to the Company's account specified by the Company. MYDENTALWIG, INC., a Delaware corporation (the "Company") hereby accepts the subscription of $------------------------------------------------------------------------------------------- in the form of a SAFE as of the date set forth below. COMPANY: MYDENTALWIG INC Subscriber: Subscriber: Name: Email: Date: ……………………. Time: …………... PM PDT Signature: Issuer: Issuer: Lydie Livolsi Email: lydie@mydentalwig.com Company: MYDENTALWIG INC. Title: Founder and CEO Signature: Date: ………………….. at ……………… PM PST Appendix A – FAQ (For Informational Purposes Only) This FAQ is intended solely to provide clarity on the terms of the offering. In case of any conflict, the terms outlined in the SAFE and Form C/A govern. Form C/A FAQ ________________________________________ Q: What’s changed in the offering? A: We’ve updated the SAFE terms under this Reg CF campaign as follows: 1. Valuation Cap increased from $20 million → $1 billion. 2. Discount removed (previously 20%). 3. One-year resale lock-up added per Rule 227.501, with statutory exemptions. 4. Post–lock-up transfers now require issuer approval. 5. Legend & removal procedures added—with issuer review and indemnity for lawful transfers. These are material changes. All prior commitments under the previous terms must be reconfirmed within 5 business days, or they will be automatically cancelled. ________________________________________ Q: Why this amendment? A: We are setting expectations based on forward-looking projections across nine business segments, aiming for multi billion–dollar annual revenue within 5 years—while acknowledging execution risk. Visual summaries are included in the Form C Exhibits. Detailed financials are available to investors upon request, free of charge. ________________________________________ Q: Why a $1 B Cap–Only SAFE (no discount)? A: • Simplicity & market alignment: Cap only SAFEs are now standard—62% of SAFEs issued in 2024 on Carta had a cap without a discount, versus only 29% with both a cap and discount. • Standardization: This aligns with common practice in Reg CF and SAFE rounds, reducing complexity around conversion. ________________________________________ Q: How does this affect me? A: This reduces your pro rata ownership. Example: Valuation Cap Ownership % Investor $100 K $20 M 0.5 % $100 K equity value $1 B 0.01 % $100 K equity value Comparison Slice size Same value, different risk profile 🧠 Key takeaway: While your slice shrinks, if the company reaches a $1 B valuation, even 0.01 % could exceed outcomes from a 0.5 % stake in a $20 M company. Still, growth to $1 B is a high risk, long term path. ________________________________________ Q: What happens to founders’ ownership? A: Founders are projected to retain approximately 70 – 80 % ownership post-funding. ________________________________________ Q: What if I don’t confirm my commitment? A: Your prior investment commitment will be automatically cancelled. Reimbursements will follow once the round closes, per our published plan. ________________________________________ Q: Cap Only SAFE: How It Benefits Investors A: • Equity Price Protection: The cap sets the maximum valuation at conversion, potentially giving you a better share price than later investors. • For example, if the next priced round is at $2 B, you’d still convert as if the valuation were $1 B—effectively getting a discount. ________________________________________ Q: Why Are Cap Only SAFEs Attractive? A: 1. Investor-Aligned Terms – Cap offers upside if valuations exceed $1 B. 2. Simplicity – No multiple conversion triggers; just one clear cap. 3. Market Standard – 62 % of 2024 SAFEs were cap only, showing broad adoption ________________________________________ Q: When Does a Cap Only SAFE Work Well? A: • 🚀 Priced round above the cap: You benefit directly from upside. • 📉 Priced round below the cap: You convert at the same price as new investors—no extra bonus. • Cap only SAFEs are popular when both investors and founders seek clarity and fairness. ________________________________________ Q: Isn’t 0.01 % of a $1 B cake better than 0.5 % of $20 M? A: Exactly! It's not just about the percentage—it's about total outcome and risk. A smaller slice of a much larger company can be substantially more valuable—but it depends on execution and growth.