PRE SEED FINANCING AGREEMENT

[*], 2022

This Agreement sets forth the principal terms applicable to the pre seed financing of the Company.

Project Developments within the field of [*], as well as any different,

additional and/or complementary developments undertaken by
Founders during Founders’ participation in GRIDX’s Ignite
Program.
Founders
[*], [*], [*], [*]; provided, however, that should additional
individuals (“Joining Founders”) join the Project, Founders shall
cause the Joining Founders to adhere to this Agreement through the
execution of a counterpart signature page hereto agreeing to be
bound by and subject to the terms of this Pre Seed Financing
GRIDX Agreement.

GRIDX Capital Partners II LP and/or any other fund and/or entity

controlled by GRIDX’s General Partner and/or by any entity
controlled, controlling or under common control with GRIDX’s
Company General Partner, as the case may be.

[*] Corporation, a Delaware corporation to be incorporated by the

Founders, or any other entity controlled by the Founders, or
Vesting, Invention controlled, controlling or under common control with Company.
Assignment, SOP
Founders shall (i) have their shares subject to a 4-year vesting
schedule with a 12-month cliff, (ii) enter into Confidentiality and
Invention Assignment Agreements with the Company, and (iii)
Option cause the Company to have a 10% Stock Option Pool.

GRIDX shall have the Option to purchase from Company (i) within
30 days following Demo Day #1 (“Option #1”) a Simple Agreement
for Future Equity (“SAFE”) for a Purchase Amount of US$ 30,000
with a Post-Money Valuation Cap of $800,000 (“SAFE #1”), and
(ii) within 90 days following either completion of GRIDX’s Ignite
Program or Demo Day #2, whichever occurs later (“Option #2), a
SAFE for a Purchase Amount of US$ 170,000 with a Post-Money
Valuation Cap of $800,000 (“SAFE #2”); provided, however, that
should GRIDX fail to exercise Option #1, GRIDX may exercise
Option #2 for an amount of up to $200,000.

Should GRIDX (a) exercise Option #1, Founders shall promptly (1)
incorporate the Company, and have the Company execute (2) the
 SAFE #1 in the form attached hereto as Schedule I, (3) the Side
Letter in the form attached hereto as Schedule II, and (4) the SAFE
Option Agreement in the form attached hereto as Schedule III, and
Exclusivity (b) exercise Option #2, Founders shall cause the Company to issue
to GRIDX the SAFE #2 in the form attached hereto as Schedule I.

For as long as Option #1 and Option #2 remain outstanding,

Founders shall not, without GRIDX’s prior written consent, enter
into or maintain conversations, negotiations and/or execute any
document directly and/or indirectly related to potential investments
pertaining the Project with any third party; provided, however, that
should Founders withdraw from the Ignite Program these
exclusivity obligations shall remain effective for a period of 1 year
following such withdrawal. For the avoidance of doubt, the
determination as to whether the Founders have withdrawn from the
Ignite Program shall be made by GRIDX at GRIDX’s sole
Law & Jurisdiction discretion. Moreover, should Founders breach any of the foregoing
obligations, Option #1 and Option #2 shall revive and/or remain
outstanding, as the case may be, for an indefinite period of time.

This Agreement shall be governed in accordance with the laws of

Delaware, without giving effect to principles of conflicts of law. For
purposes of litigating any dispute that may arise directly or
indirectly from this Agreement, the parties hereby submit and
Confidentiality consent to the exclusive jurisdiction of the state of Delaware and
agree that any such litigation shall be conducted only in the courts
of Delaware or the federal courts of the US located in Delaware and
no other courts.

Founders shall not disclose the terms and conditions contained in

this Agreement to any third party without GRIDX’s prior written
consent.

[Signature page follows]

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____________________________
GRIDX Capital Partners II, LP
By Zuraley S.A., its General Partner
Matías J. Peire
Vice-president

____________________________
[Founder]
[Address]

____________________________
[Founder]
[Address]

____________________________
[Founder]
[Address]

____________________________
[Founder]
[Address]

-3-
 Schedule I
Form of SAFE

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.

[*] CORPORATION

SAFE
(Simple Agreement for Future Equity)

THIS CERTIFIES THAT in exchange for the payment by [*] (the “Investor”) of $[*] (the
“Purchase Amount”) on or about [*], [*] Corporation, a Delaware corporation (the “Company”),
issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the
terms described below.

The “Post-Money Valuation Cap” is $800,000. 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
greater of: (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount
divided by the lowest price per share of the Standard Preferred Stock; or (2) the number of shares
of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price.

In connection with the automatic conversion of this Safe into shares of Standard
Preferred Stock or 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.

Moreover, the Investor shall have the right to purchase its pro rata share of Standard
Preferred Stock being sold in the Equity Financing (the “Pro Rata Right”). Pro rata share for
purposes of this Pro Rata Right is the ratio of (x) the number of shares of Capital Stock issued
from the conversion of all of the Investor’s Safe with a “Post-Money Valuation Cap” to (y) the
Company Capitalization. The Pro Rata Right described above shall automatically terminate upon

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the earlier of (i) the initial closing of the Equity Financing; (ii) immediately prior to the closing of
a Liquidity Event; or (iii) immediately prior to the Dissolution Event.

(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 (the “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.

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).

(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 other than
convertible promissory notes;
(ii) On par with payments for other Safes, convertible promissory notes and/or Preferred
Stock, and if the applicable Proceeds are insufficient to permit full payments to the Investor and
such other Safes, convertible promissory notes and/or Preferred Stock, the applicable Proceeds
will be distributed pro rata to the Investor and such other Safes, convertible promissory notes
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) junior to payments described
in clause (i), and (B) on par with payments described in clause (ii) above and/or Common Stock
and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-
converted to Common Stock basis.

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 (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).

(d) “MFN” Amendment Provision. If the Company issues any Subsequent

Convertible Securities prior to the termination of the Safe, the Company will promptly provide the
Investor with written notice thereof, together with a copy of all documentation relating to such
Subsequent Convertible Securities and, upon written request of the Purchaser, 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. Promptly after receipt of such written notice from the Investor, the Company agrees to
amend and restate the Safe to be identical to the instrument(s) evidencing the Subsequent
Convertible Securities. “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.

2. Definitions

“Capital Stock” means the capital stock of the Company, including, without
limitation, the “Common Stock” and the “Preferred Stock.”

“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.

“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):

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  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.

“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.

-7-
 “Liquidity Event” means a Change of Control, a Direct Listing or an Initial Public
Offering.

“Liquidity Price” means the price per share equal to the Post-Money 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 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.

“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 Safe Price; and (ii) the basis for any dividend rights, which will be based on
the Safe 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

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 (a) The Company is a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation, and has the power and authority to own, lease
and operate its properties and carry on its business as now conducted.

(b) The execution, delivery and performance by the Company of this Safe is within
the power of the Company and has been duly authorized by all necessary actions on the part of the
Company (subject to section 3(d)). 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. To its knowledge, the
Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any
material statute, rule or regulation applicable to the Company or (iii) any material debt or contract
to which the Company is a party or by which it is bound, 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.

(c) 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 authorization applicable to the Company, its business or operations.

(d) 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 authorization of Capital
Stock issuable pursuant to Section 1.

(e) 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.

4. Investor Representations

(a) 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.

(b) The Investor is an accredited investor as such term is defined in Rule 501 of
Regulation D under the Securities Act. 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. The
Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its

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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. 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.

5. Miscellaneous

(a) Any provision of this Safe may be amended, waived or modified by written
consent of the Company and the Investor.

(b) 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
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.

(c) 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 or rights to vote
for the election of directors or on any matter submitted to Company stockholders, 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 1. 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.

(d) 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 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.

(e) 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.

(f) All rights and obligations hereunder will be governed by the laws of the State of
Delaware, without regard to the conflicts of law provisions of such jurisdiction.

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 (g) 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, 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).

(Signature page follows)

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 IN WITNESS WHEREOF, the undersigned have caused this Safe to be duly executed
and delivered.

[*] CORPORATION

By: ____________________
Name: [*]
Title: Chief Executive Officer
Address: [*]

[*]

By: ____________________
Name: [*]
Title: [*]
Address: [*]

12
 Schedule II
Form of Side Letter

[*] CORPORATION

[*], 2022

GRIDX Capital Partners II LP

To Whom It May Concern:

In consideration for investment by GRIDX Capital Partners II LP (“Investor”) in [*]

Corporation (the “Company”) pursuant to a Simple Agreement for Future Equity dated [*]
(“SAFE”), the Company hereby agrees as follows:

Pro Rata Rights

The Company will offer the Investor the option to purchase the Investor’s Pro Rata
Amount of the equity securities issued by the Company in every Equity Financing (as defined
below) after the date hereof at the same price and other economic terms as other purchasers of
such equity securities, and the Investor may elect to purchase all or some portion of such Pro
Rata Amount, as the Investor determine in the Investor’s sole discretion. The Investor’s “Pro
Rata Amount” equals the proportion that the Company’s Common Stock then held by the
Investor and its affiliates (including all shares of Common Stock then issuable (directly or
indirectly) upon conversion and/or exercise, as applicable, of convertible securities, rights,
options and warrants of the Company, including, without limitation, upon conversion of the
SAFE and/or of any other additional and/or subsequent SAFE or convertible security issued by
Company to Investor, at each applicable conversion price cap in each applicable SAFE) bears to
the total Common Stock of the Company then outstanding (assuming full conversion and/or
exercise, as applicable, of all convertible securities, rights, options and warrants of the
Company).

In the event that the securities issued in any Equity Financing grant pro rata rights to
purchasers of such securities, the Company shall provide substantially equivalent rights to the
Investor, subject to the Investor’s execution of any documents, including, if applicable,
investors’ rights and other agreements, executed by such purchasers in such Equity Financing
(such documents referred to herein as the “Next Equity Financing Documents”). The Investor
will be a “major investor” for all purposes in the Next Equity Financing Documents to the extent
such concept exists. “Equity Financing” means a bona fide transaction or series of related
transactions with the principal purpose of raising capital, pursuant to which the Company issues
and sells equity securities or securities convertible into equity securities.

Board Observer Rights

The Company shall invite the Investor’s representative to attend all meetings of the
Board of Directors of the Company in a nonvoting observer capacity and, in this respect, shall
give such representative copies of all notices, minutes, consents, and other materials that it

13
provides to its directors at the same time and in the same manner as provided to such directors;
provided, however, that such representative shall agree to hold in confidence and trust and to act
in a fiduciary manner with respect to all information so provided.

Major Decisions

The Company will not, without Investor’s prior written consent:

(i) liquidate, dissolve, or windup the affairs of the Company, or effect any
recapitalization, merger or consolidation, or a sale, lease, transfer, exclusive license
or other disposition of all or substantially all of the assets of the Company
(ii) amend, alter, or repeal directly or indirectly by amendment, merger, consolidation,
or otherwise, any provision of the Certificate of Incorporation or the Company’s
Bylaws;
(iii) create, authorize the creation of, or issue any other security convertible into or
exercisable for any equity security;
(iv) purchase, redeem (or permit any subsidiary to purchase or redeem), or pay or
declare any dividend on or make any distributions on any stock, other than stock
repurchased from departing employees or consultants in connection with such
departure, at the lower of the then-current fair market value or the original purchase
price;
(v) borrow money or create or authorize the creation of any debt security;
(vi) create or hold capital stock in any subsidiary that is not a wholly-owned subsidiary
or dispose of any subsidiary stock or all or substantially all of any subsidiary assets;
(vii) sell, issue, sponsor, create or distribute, or cause or permit any of its subsidiaries to
sell, issue, sponsor, create or distribute, any digital tokens, cryptocurrency or other
blockchain-based assets (“Tokens”), including through a pre-sale, initial coin
offering, token distribution event or crowdfunding, or through the issuance of any
instrument convertible into or exchangeable for Tokens or purchase or invest or
cause or permit any of its subsidiaries to purchase or invest in Tokens of any third
party;
(viii) enter into or be a party to any transaction with any Affiliate, director, officer, or
employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated
under the Exchange Act of 1934, as amended) of any such person;
(ix) sell, assign, license, pledge, or encumber technology or intellectual property; or
(x) change the principal business of the Company.

Deadlocks

Should the shareholders and/or directors become unable to unanimously agree on a specific
action or decision of the Company, the shareholders and directors shall submit such action or
decision, together with each shareholder and director’s arguments for and/or against such action
or decision, to Investor, and such matter shall be finally settled by Investor, following which all
shareholders and directors shall vote on such action or decision as determined by Investor.

Multiple Investment Acknowledgement.

14
 The Company acknowledges that the Investor and several of its affiliates, partners, agents,
employees, controlling persons, mentors or representatives (collectively with the Investor, the
“Investor Representatives”) either are or were employed by professional investment funds
(collectively with the Investor Representatives, the “Investor Affiliates”), and as such invest in
numerous portfolio companies, some of which may be competitive with the Company's business.
No Investor Affiliate shall be liable to the Company for any claim arising out of, or based upon,
(i) the investment by an Investor Affiliate in any entity competitive to the Company, or (ii)
actions taken by any Investor Affiliate to assist any such competitive company, whether or not
such action was taken as a board member or such competitive company, or otherwise, and
whether or not such action has a detrimental effect on the Company.

Information Rights

The Company shall deliver customary annual financial statements, budgets and a brief
monthly update to the Investor, on request. The Company shall provide not less than ten business
days’ prior notice of any proposed financing or change of control in the Company, or any
subsidiary or Affiliate of the Company. The Company hereby undertakes to grant to Investor
information rights as granted to any other investor granted such rights under any “Major
Investor” clause in any subsequent financing round following the completion of the Ignite
Program.

Termination

The Investor’s rights under this letter agreement shall terminate upon the earliest to occur
of the following: (a) such time as no securities of the Company are held by the Investor or its
affiliates; (b) immediately before the consummation of the Company’s first underwritten public
offering of its Common Stock under the Securities Act of 1933, as amended; or (c) upon a
Deemed Liquidation Event. “Deemed Liquidation Event” means (i) a merger or consolidation in
which the Company is a constituent party or a subsidiary of the Company is a constituent party
and the Company issues shares of its capital stock pursuant to such merger or consolidation,
except any such merger or consolidation involving the Company or a subsidiary in which the
shares of capital stock of the Company outstanding immediately prior to such merger or
consolidation continue to represent, or are converted into or exchanged for shares of capital stock
that represent, immediately following such merger or consolidation, at least a majority, by voting
power, of the capital stock of (1) the surviving or resulting corporation, or (2) if the surviving or
resulting corporation is a wholly owned subsidiary of another corporation immediately following
such merger or consolidation, the parent corporation of such surviving or resulting corporation;
(ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series
of related transactions, by the Company or any subsidiary of the Company of all or substantially
all the assets of the Company and its subsidiaries taken as a whole; or (iii) the sale or disposition
(whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if
substantially all of the assets of the Company and its subsidiaries taken as a whole are held by
such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other
disposition is to a wholly owned subsidiary of the Company.

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 Moreover, Investor’s rights under Sections “Major Decisions” and “Deadlocks” shall
terminate immediately upon conversion of the SAFEs purchased by Investor.

[Remainder of page intentionally left blank]

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 Very truly yours,

[*] CORPORATION

By:
Name: [*]
Title: Chief Executive Officer

AGREED AND ACCEPTED:

GRIDX Capital Partners II LP

By: Zuraley S.A.
General Partner

By:________________________________
Name: Matías J. Peire
Title: Vice-president

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 Schedule III
SAFE Option Agreement

SAFE OPTION AGREEMENT

This SAFE Option Agreement (“Agreement”) is made as of [*] (“Effective Date”) by

and between [*], a Delaware corporation (“Company”), and [*] (“Investor”).

1. OPTION TO PURCHASE SAFE.

Subject to the terms and conditions of this Agreement, Investor shall have the option, but not the
obligation, to purchase from Company a Simple Agreement for Future Equity in the form attached to this
Agreement as Exhibit A (“Option” and “SAFE”, respectively). This Agreement and the SAFE are
collectively hereinafter referred to as the “SAFE Documents”.

2. TERM.

Investor shall be entitled to exercise its Option until [*], in which case Investor shall notify so to
the Company and deliver $[*] by a wire transfer of funds to the Company within 30 days following such
notice. Upon receipt of such notice, Company shall deliver Investor the duly executed SAFE.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company

hereby represents and warrants to the Investor that the statements in the following paragraphs of this
Section 3 are all true and complete as of immediately prior to each Closing:

3.1 Due Incorporation. The Company: (i) is a corporation duly incorporated, validly existing
and in good standing under the laws of the jurisdiction where the Company is incorporated; (ii) has all the
power and authority to own, lease, and operate its properties and carry on its business as now conducted or
as proposed to be conducted; and (iii) is duly qualified to transact business as a foreign corporation and is
in good standing under the laws of each jurisdiction in which the failure to so qualify would have a material
adverse effect on the Company.

3.2 Authority. The execution, delivery, and performance by the Company of this Agreement
and the SAFE and the consummation of the transactions contemplated hereby and thereby (i) are within the
corporate power of the Company and (ii) have been duly authorized by all necessary corporate actions on
the part of the Company.

3.3 Enforceability. This Agreement and the SAFE have been, or will be, duly executed and
delivered by the Company and constitute, or will constitute, 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.

3.4 Subsidiaries. The Company does not own or control, directly or indirectly, any interest in
any corporation, partnership, limited liability company, association or other business entity.

3.5 Approvals. No consent, approval, order, or authorization of, or registration, declaration, or

filing with, any governmental authority or other Person is required in connection with the execution and
delivery of this Agreement and the SAFE and the performance and consummation of the transactions
contemplated hereby and thereby.

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 3.6 Valid Issuance. The SAFE and any shares of the Company issued upon conversion
thereof, when issued, sold, and delivered in accordance with the terms of the SAFE, will be duly and
validly issued, fully paid and non-assessable and will be issued in compliance with all applicable laws and
shall be free and clear of any encumbrances and/or other third party rights. The issuance of the SAFE and
any shares which may be issued upon conversion of the SAFE, including any ordinary shares issued upon
conversion of any shares issued upon conversion of the SAFE, will not trigger any anti-dilution or pre-
emptive rights which have not been either fully satisfied or waived as of the issuance of the SAFE.

3.7 No Violation or Default. None of the Company or the Company’s subsidiaries (if any) is
in violation of or in default with respect to (i) its charter documents or any judgment, order, writ, decree,
statute, rule or regulation applicable to such Person; or (ii) any material mortgage, indenture, agreement,
instrument or contract to which such Person is a party or by which it is bound (nor is there any waiver in
effect which, if not in effect, would result in such a violation or default).

3.8 Litigation. No actions (including, without limitation, derivative actions), suits,

proceedings or investigations are pending or, to the knowledge of the Company, threatened in writing
against or involving (A) the Company, or (B) any consultant, officer, director, or key employee of the
Company arising out of his or her consulting, employment, or board relationship with the Company or that
could otherwise materially impact the Company.

3.9 Intellectual Property. The Company and the Company’s subsidiaries (if any) own or
possess 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 proposed to be conducted, without any
conflict with, or infringement of the rights of, others.

3.10 Equity Securities. The equity securities of the Company have the respective rights,
preferences and privileges set forth in the Company’s charter documents in effect on the Closing. All of the
outstanding equity securities of the Company have been duly authorized and are validly issued, fully paid
and nonassessable. All of the outstanding equity securities of the Company are held by the Company’s
founders and are subject to a 4-year standard vesting schedule. There are as of the date of this Agreement,
no options, warrants or rights to purchase equity securities of the Company authorized, issued, or
outstanding, and the Company is not obligated in any other manner to issue shares of its equity securities.
There are no restrictions on the transfer of equity securities of the Company, other than those imposed by
the Company’s charter documents as of the date hereof, or relevant state and federal securities laws, and no
holder of any equity securities of the Company or other Person is entitled to preemptive or similar statutory
or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a
party or that are otherwise binding upon the Company. The offer and sale of all equity securities of the
Company issued before the Closing complied with or were exempt from registration or qualification under
all applicable laws.

4. GENERAL PROVISIONS.

4.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the parties. Neither this Agreement
nor the SAFE Documents may be assigned by the Company without Investor’s prior written consent. This
Agreement and/or the SAFE Documents may be assigned by the Investor upon notice to the Company.

4.2 Governing Law. This Agreement shall be governed by and construed under the internal
laws of the State of Delaware as applied to agreements to be performed entirely within Delaware, without
reference to principles of conflict of laws or choice of laws.

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 4.3 Counterparts; Facsimile Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. This Agreement may be executed and delivered by facsimile, or by email in portable
document format (.pdf) and delivery of the signature page by such method will be deemed to have the same
effect as if the original signature had been delivered to the other parties.

4.4 Headings; Interpretation. In this Agreement, (i) the meaning of defined terms shall be
equally applicable to both the singular and plural forms of the terms defined; (ii) the captions and headings
are used only for convenience and are not to be considered in construing or interpreting this Agreement and
(iii) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without
limitation”. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless
otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all
of which exhibits and schedules are incorporated herein by this reference.

4.5 Notices. Unless otherwise provided herein, any notice required or permitted to be given to
a party pursuant to this Agreement will be given in writing and will be effective and deemed to provide
such party sufficient notice under this Agreement on the earliest of the following: (i) at the time of personal
delivery, if delivered in person; (ii) one (1) business day after deposit with an express overnight courier for
United States deliveries; (iii) three (3) business days after deposit in the United States mail by certified mail
(return receipt requested) for United States deliveries or (iv) seven (7) business days after deposit with an
international express air courier for deliveries outside of the United States, with proof of delivery from the
courier requested. All notices for delivery outside the United States will be sent by express courier.

4.6 Fees and Expenses. The Company and the Investor shall each pay their own expenses
related to the transactions contemplated by this Agreement.

4.7 No Finder’s Fees. Each party represents that it neither is nor will be obligated for any
finder’s or broker’s fee or commission in connection with the transactions contemplated by this Agreement.

4.8 Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively), only with the written consent of the Company and the Investor.

4.9 Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, then such provision(s) shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.

4.10 Entire Agreement. This Agreement, together with all exhibits, schedules and
amendments hereto and the other SAFE Documents, constitute the entire agreement and understanding of
the parties with respect to the subject matter hereof and supersede any and all prior negotiations,
correspondence, agreements, understandings duties or obligations between the parties with respect to the
subject matter hereof.

[SIGNATURE PAGE FOLLOWS]

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

[*] CORPORATION

By: ____________________
Name: [*]
Title: Chief Executive Officer
Address: [*]

[*]

By: ____________________
Name: [*]
Title: [*]
Address: [*]

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 EXHIBIT A
SAFE FORM

[Attached as Schedule I of the Pre Seed Financing Agreement]

22