Parties And Definitions

"Company" means Xory Co., a Wyoming corporation, and its core artificial intelligence subsidiaries, collectively valued at $90,000,000. The Company operates independently of its affiliated nonprofit research organizations, which are legally separate entities and bear no investment obligations under this Agreement.

"Investor" means any person or entity that executes a counterpart signature page to this Agreement and delivers the applicable investment amount in accordance with the terms herein.

"Series Seed Preferred Stock" or "Preferred Stock" means the class of preferred stock issued by the Company pursuant to this Agreement, as further described herein and in the Company’s Certificate of Incorporation as amended and restated from time to time.

"Confidential Information" means all non-public financial, technical, operational, and strategic information disclosed by either party in connection with this Agreement, including Investor identity, investment amount, and all terms hereof.

"HXA" means the Company’s Proprietary Digital Value Instrument, currently used internally, with potential future expansion to customers. HXA is not a currency, security, blockchain asset, or investment contract, and no value, right, title, or claim in HXA is granted to Investor under this Agreement except as expressly described in the HXA Sponsor Support section below.

"Sponsor Support Target" means a non-binding reference amount equal to three times an Investor’s original investment amount, used solely to describe the discretionary HXA Sponsor Support described herein, and not a promise, guarantee, or obligation of the Company.

"Shortfall" means, solely for descriptive purposes in connection with HXA Sponsor Support, the difference, if any, between the Sponsor Support Target and the actual capital returns delivered to an Investor as of the end of the ten-year Return Period.

"Preferred Majority" means the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock.

"Major Investor" means any Investor holding at least one percent of the Company’s outstanding shares on a fully diluted, as-converted basis.

"Liquidation Event" means any voluntary or involuntary liquidation, dissolution, winding-up, merger, acquisition, or sale of all or substantially all of the Company’s assets.

"Registrable Securities" means shares of Common Stock issued or issuable upon conversion of Series Seed Preferred Stock held by an Investor.

"Return Period" means the ten-year period commencing on the closing date of each Investor’s investment.

"Original Issue Price" means $12.51 per share of Series Seed Preferred Stock, subject to adjustment as provided herein.

Securities And Investment

The Company has authorized the issuance of Series Seed Preferred Stock at the Original Issue Price of $12.51 per share. Each Investor shall purchase, and the Company shall issue and sell, the number of shares of Series Seed Preferred Stock equal to the Investor’s total investment amount divided by the Original Issue Price, as set forth in each Investor’s individual subscription agreement and capitalization table supplement.

The Company’s valuation for purposes of this Agreement is $90,000,000, representing Xory Co. and its core artificial intelligence subsidiaries only. The nonprofit research organizations, valued at $5,000,000, are legally distinct and are not part of this offering. Investors are acquiring equity solely in Xory Co. and its subsidiaries. No investment interest, claim, or ownership right in HXA or the nonprofit organizations is granted under this Agreement.

Capitalization Table

All investment funds shall be used exclusively for working capital purposes, including development, enhancement, and commercialization of the Company’s artificial intelligence products, services, and related operations. The Company shall not use proceeds for any purpose unrelated to business growth without prior written Preferred Majority consent.

Agreement Initialization And Closing

Non-Refundable Engagement Fee

Prior to any engagement, due diligence access, or discussion of modifications, each Investor shall deliver a Non-Refundable Engagement Fee in the amount of One Hundred Thousand United States Dollars (USD $100,000) to the Company. The Engagement Fee compensates the Company for the administrative and due diligence costs of processing the Investor’s application and is paid prior to commencement of the closing process. Delivery of the Engagement Fee constitutes the Investor’s binding acceptance of all terms, valuations, and conditions contained in this Agreement as of the date of receipt by the Company.

The Engagement Fee locks the following as of the date of confirmed receipt by the Company:

(a) the Company valuation of $90,000,000;

(b) the Original Issue Price of $12.51 per share;

(c) all economic, protective, and HXA Sponsor Support terms set forth in this Agreement; and

(d) commencement of the ninety (90) calendar day closing period defined below.

Closing Period

The ninety (90) calendar day closing period ("Closing Period") commences on the date the Company confirms receipt of the Engagement Fee. All remaining investment funds constituting the Investor’s total committed investment amount must be received by the Company in full no later than the last day of the Closing Period, unless an alternative schedule is mutually agreed upon in writing by both parties prior to the expiration of the Closing Period.

Transfer Responsibility

All fund transfers, including the Engagement Fee and all subsequent investment tranches, are the sole and exclusive responsibility of the Investor and its designated financial institutions. The Company bears no responsibility for any delay, failure, error, or cost associated with any transfer initiated by or on behalf of the Investor. The Investor shall ensure that all transfers are executed in United States Dollars (USD) and are received net of any intermediary, correspondent, or banking fees, such that the Company receives the full agreed amounts without deduction. Transfer instructions will be provided by the Company separately upon execution of this Agreement.

Forfeiture Upon Failure to Close

If the Investor fails to deliver the full remaining investment amount within the Closing Period, or within any mutually agreed extension thereof documented in writing, the Engagement Fee of USD $100,000 shall be deemed fully and irrevocably forfeited. The forfeited amount shall be donated in its entirety to one of the Company’s affiliated nonprofit research organizations as selected by the Company at its sole discretion. The Investor shall have no claim, right of recovery, or recourse with respect to any forfeited Engagement Fee under any circumstance. Upon forfeiture, this Agreement shall terminate automatically with respect to such Investor, and no equity, shares, or rights shall be issued or vest in favor of such Investor.

Application of Engagement Fee Upon Successful Closing

Upon successful receipt of the Investor’s full committed investment amount within the Closing Period, the Engagement Fee of USD $100,000 shall be applied and credited in full toward the Investor’s total investment amount. No additional or separate payment representing the Engagement Fee amount shall be required. By way of illustration: if an Investor’s total committed investment is USD $20,000,000, the remaining balance due within the Closing Period following receipt of the Engagement Fee shall be USD $19,900,000, subject to any alternative schedule agreed in writing by both parties.

Liquidation Preference And Dividends

In the event of a Liquidation Event, Preferred Stockholders shall be entitled to receive, prior to any distribution to Common Stockholders, an amount per share equal to one times the Original Issue Price of $12.51, plus any declared but unpaid dividends ("Liquidation Preference"). After payment in full of the Liquidation Preference, Preferred Stockholders shall also participate in any remaining proceeds on an as-converted to common stock basis, without limit. The Liquidation Preference shall be senior in all respects to all Common Stock and any subsequently issued securities not expressly designated as senior or pari passu with the prior written consent of the Preferred Majority. In any Liquidation Event, all declared but unpaid dividends shall be included in the Liquidation Preference calculation.

The Series Seed Preferred Stock shall carry a six percent non-cumulative dividend per annum, calculated on the Original Issue Price of $12.51, payable if and when declared by the Board of Directors. Dividends shall not accumulate if unpaid in any given year. No dividends shall be declared or paid on Common Stock in any fiscal year unless and until dividends have first been declared and paid in full on the Preferred Stock for that year.

Hxa Sponsor Support (Non-Binding)

The Company may, in its sole and complete discretion, apply value from HXA, the Company’s internal Proprietary Digital Value Instrument, to help offset an Investor’s Shortfall if the Investor’s total realized capital returns are less than the Sponsor Support Target at the end of the ten-year Return Period or upon an earlier Liquidation Event. By way of illustration only: if an Investor contributes $20,000,000, the Sponsor Support Target is $60,000,000; if the Investor has received $45,000,000 in total capital returns, the illustrative Shortfall is $15,000,000.

This section states a discretionary intention only. It is not a guarantee, pledge, collateral arrangement, or binding obligation of the Company or of any other person or entity. No security interest, lien, escrow, or trust is created. HXA is not a currency, security, blockchain asset, or investment contract. The Company makes no representation or warranty as to the value, redeemability, marketability, or future public availability of HXA, and the value of HXA at any relevant time may be zero. Nothing in this section obligates the Company to take any action, and the Company may modify or discontinue any HXA Sponsor Support practice at any time without notice or liability.

Investor acknowledges that this investment may result in the total loss of Investor’s principal and that no return of any kind is guaranteed, contractually or otherwise.

Anti-Dilution Protection

If the Company issues or is deemed to have issued additional shares of Common Stock at a price per share less than the then-applicable conversion price of the Series Seed Preferred Stock (a "Down Round"), the conversion price of the Preferred Stock shall be adjusted downward on a broad-based weighted average basis: CP2 = CP1 × (A + B) / (A + C).

Where: CP1 equals the conversion price in effect immediately prior to the new issuance; CP2 equals the conversion price in effect immediately after the new issuance; A equals the number of shares of Common Stock outstanding immediately prior to issuance on a fully diluted, as-converted basis; B equals the aggregate consideration received divided by CP1; and C equals the number of new shares issued.

Anti-dilution adjustments shall not apply to shares issued under any of the following:

(a) any employee equity incentive plan approved by the Board;

(b) shares issued upon conversion of outstanding Preferred Stock;

(c) shares issued in connection with equipment leasing, bank lending, or commercial agreements approved by the Board; or

(d) shares issued in any transaction approved in advance by the Preferred Majority.

Conversion Rights

Each share of Series Seed Preferred Stock shall be convertible at any time, at the option of the holder, into shares of Common Stock at the then-applicable conversion ratio, initially one-to-one, subject to adjustment for stock splits, stock dividends, and anti-dilution events.

All outstanding shares of Series Seed Preferred Stock shall automatically convert into Common Stock upon the earliest to occur of:

(a) the closing of an underwritten public offering of Common Stock at a per-share price and on terms determined by the Managing Underwriter and approved by a majority of the Board of Directors ("Qualified IPO"); or

(b) the written election of the Preferred Majority.

Upon conversion, the Company shall issue the applicable number of shares of Common Stock as promptly as practicable, and the converted Preferred Shares shall be canceled and retired. No fractional shares shall be issued, and fractional amounts shall be rounded to the nearest whole share.

No Redemption / Breakup

Investor has no right to demand early redemption, buyback, breakup, or return of any invested capital at any time prior to expiration of the ten-year Return Period, a Liquidation Event, or a Company-approved repurchase under the Buyback Provision below. This investment is illiquid and long-term. Investor must be financially able and willing to hold this investment for a minimum of ten years with no guaranteed return of any kind, and acknowledges that no early exit right exists under this Agreement.

High-Risk Investment Disclosure

This is a high-risk, speculative, illiquid investment in an early-stage company. Investor acknowledges and agrees that: (a) there is no guarantee of any return, and Investor may lose all or part of its invested capital; (b) HXA Sponsor Support described herein is discretionary and non-binding and should not be relied upon as a source of return; (c) the Company’s projections, valuations, and roadmaps are estimates only and are not guarantees of future performance; and (d) Investor has had the opportunity to consult independent legal, financial, and tax advisors before investing.

Voting Rights And Protective Provisions

On all matters submitted to a vote of stockholders, each Preferred Stockholder shall vote together with the Common Stock on an as-converted basis, with each share of Preferred Stock having the number of votes equal to the number of shares of Common Stock into which it is then convertible.

So long as at least twenty-five percent of the originally issued Series Seed Preferred Stock remains outstanding, the Company shall not, without the prior written approval of the Preferred Majority, take any of the following actions:

(a) amend, modify, or waive any rights, preferences, or privileges of the Series Seed Preferred Stock;

(b) alter or change the authorized number of shares of Common Stock or Preferred Stock;

(c) create, authorize, or issue any class or series of equity securities senior to or pari passu with the Series Seed Preferred Stock in liquidation, dividend, or voting preference;

(d) declare or pay any dividends on Common Stock prior to satisfying all Preferred dividend rights for that fiscal year;

(e) repurchase, redeem, or retire any shares of Common Stock or Preferred Stock, except pursuant to Board-approved employee equity repurchase rights at cost upon termination of service;

(f) increase or decrease the authorized number of directors on the Board;

(g) initiate any Liquidation Event, merger, acquisition, or sale of all or substantially all assets; or

(h) enter into any transaction with a related party on terms less favorable than those available to unaffiliated third parties.

Information Rights

So long as an Investor qualifies as a Major Investor, the Company shall deliver to such Investor:

(a) unaudited quarterly financial statements within forty-five days of each quarter-end;

(b) audited annual financial statements within one hundred twenty days of fiscal year-end;

(c) an annual budget and operating plan for the upcoming fiscal year delivered at least thirty days prior to the start of such year; and

(d) prompt written notice of any material adverse event, litigation, regulatory action, or change in senior leadership.

Each Major Investor shall have the right, upon reasonable prior written notice and during normal business hours, to inspect the Company’s books, records, facilities, and properties, and to discuss the Company’s affairs with its officers and independent accountants. All information received by Investors pursuant to these information rights shall be held in strict confidence and used solely for purposes of evaluating and managing the Investor’s investment in the Company.

Pro-Rata And Preemptive Rights

Each Major Investor shall have the right, but not the obligation, to purchase its pro-rata share of any new securities issued by the Company in any future financing round, calculated as the ratio of shares held by such Investor to the total shares of the Company on a fully diluted, as-converted basis immediately prior to such issuance.

The Company shall provide each Major Investor with at least twenty business days’ prior written notice of any proposed issuance of new securities, including the proposed terms and price. Each Major Investor shall have twenty business days from receipt of such notice to elect to exercise its pro-rata right. If any Major Investor does not exercise its full pro-rata right, the remaining unsubscribed portion may be offered to other Major Investors who elect to oversubscribe, on a pro-rata basis among such electing investors. Pro-rata rights shall not apply to the same excluded issuances set forth in the anti-dilution section above.

Right Of First Refusal And Co-Sale Rights

Before any founder or Common Stockholder may sell or transfer any shares of Common Stock to any third party, the Company shall have the first right to purchase all such shares at the price and on the terms offered by the third party. If the Company does not exercise its right within ten business days of written notice, the right shall pass to the Major Investors on a pro-rata basis for an additional ten business day period.

If the Company and Major Investors do not exercise their right of first refusal with respect to all shares offered, each Major Investor shall have the right to participate in the proposed sale on the same terms and conditions as the selling stockholder, on a pro-rata basis, preventing scenarios where a founder cashes out while Investors are left behind. Any purported transfer of Common Stock without compliance with these provisions shall be null and void and of no effect.

Drag-Along Rights

In the event a Company Sale is approved by the Board of Directors, the Preferred Majority, and the holders of a majority of the outstanding Common Stock, all stockholders shall be required to vote in favor of such Company Sale, refrain from exercising any dissenter’s rights, and take all actions reasonably necessary to consummate the transaction, including executing related agreements and instruments.

No drag-along obligation shall be imposed on any Investor unless each of the following conditions is satisfied:

(a) the Investor receives consideration in such sale equal to or greater than the Liquidation Preference applicable to such Investor’s shares;

(b) all representations and warranties required of the Investor are limited to fundamental representations covering authorization, title, and absence of encumbrances only; and

(c) any escrow or indemnification obligations of the Investor are limited to such Investor’s pro-rata share of proceeds and shall not exceed the total proceeds received by such Investor.

If any stockholder fails to comply with the drag-along obligation, such stockholder hereby grants a limited proxy to the Company authorizing it to execute only those documents strictly necessary to effectuate the Company Sale in accordance with this provision. This proxy is coupled with an interest and shall automatically terminate upon completion of the Company Sale.

Board Of Directors

The Board of Directors shall be composed of such number of directors as determined by the stockholders from time to time. Any Investor whose investment represents at least twenty percent of the Company’s total valuation of $90,000,000, implying an investment threshold of approximately $18,000,000, shall be entitled to appoint one director to the Board of Directors for so long as such Investor maintains at least twenty percent ownership on an as-converted basis, subject to the Company’s governing documents, including its bylaws and shareholder agreements.

Any Major Investor not qualifying for a board seat shall be entitled to appoint one non-voting Board observer, who shall have the right to attend all Board meetings and receive all Board materials but shall have no voting authority and shall be subject to the same confidentiality obligations as the Board of Directors.

Most Favored Nation Clause

If at any time during the Return Period the Company offers any other investor in the same or any subsequent series of preferred stock terms that are materially more favorable than those offered to any existing Series Seed Investor under this Agreement, the Company shall promptly notify all existing Series Seed Investors of such terms in writing. Each existing Investor shall have the right, exercisable within thirty days of such notice, to elect to have this Agreement amended to include such more favorable terms. This right applies to economic terms including price per share, liquidation preference, dividend rate, and anti-dilution terms, but does not apply to investment amounts or pro-rata allocations.

Registration Rights

After the earlier of five years from the date of this Agreement or six months following a Qualified IPO, holders of at least thirty percent of the Registrable Securities may demand that the Company file a registration statement with the U.S. Securities and Exchange Commission covering the resale of their shares. The Company shall use its best efforts to cause such registration statement to become effective within one hundred twenty days of such demand. The Company shall not be obligated to effect more than two demand registrations in total.

If the Company proposes to register any of its securities under the Securities Act, each Investor shall have the right to include its Registrable Securities in such registration, subject to underwriter cutback provisions applied pro-rata among all selling stockholders. After the Company qualifies for use of Form S-3, any Investor may request registration on Form S-3 once per twelve-month period, subject to a minimum offering size of $1,000,000.

In connection with any registered public offering, Investors agree, upon request of the managing underwriter, not to sell or transfer any shares for a period not to exceed one hundred eighty days following the effective date of any registration statement.

Vesting And Equity Incentives

All founders and employees who receive equity grants shall be subject to a vesting schedule of either four or five years as determined by the Board, with a one-year cliff, after which the unvested portion shall vest ratably on a monthly basis for the remainder of the vesting period, in accordance with the terms of their respective equity agreements.

In the event of a Liquidation Event or change of control, all unvested equity held by founders and key employees shall be subject to single-trigger acceleration of twenty-five percent of unvested shares, with full acceleration of all remaining unvested shares upon a subsequent involuntary termination within twelve months of such event.

Company Representations And Warranties

The Company represents and warrants to each Investor as of the date of execution of this Agreement that:

(a) Organization. The Company is duly organized, validly existing, and in good standing under the laws of the State of Wyoming and has full corporate power and authority to execute and perform this Agreement.

(b) Authorization. This Agreement has been duly authorized by all necessary corporate action and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.

(c) Capitalization. The capitalization table delivered to Investors in connection herewith accurately reflects all outstanding shares, options, warrants, and convertible securities of the Company as of the date hereof. No undisclosed options, warrants, convertible instruments, or rights to acquire equity exist.

(d) No Conflicts. The execution and performance of this Agreement do not violate any provision of the Company’s governing documents, any agreement to which the Company is a party, or any applicable law or regulation.

(e) No Litigation. To the best of the Company’s knowledge, there is no pending or threatened litigation, arbitration, or regulatory action that would have a material adverse effect on the Company or its operations.

(f) Intellectual Property. The Company owns or has valid licenses to all intellectual property material to its operations and has not received any written notice of infringement of any third-party intellectual property rights.

(g) Compliance. The Company is in material compliance with all applicable laws, regulations, and governmental orders relevant to its business operations.

Investor Representations And Warranties

Each Investor represents and warrants to the Company as of the date of execution of this Agreement that:

(a) Accredited Investor Status. Each Investor, and each sub-investor or entity introduced by any lead investor, is either an accredited investor as defined under Rule 501 of Regulation D of the Securities Act of 1933 as amended, or a sophisticated investor with sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of this investment independently or with the assistance of a qualified advisor. Investor is solely responsible for determining and verifying its own accredited or sophisticated investor status; the Company assumes no responsibility or liability for such determination and may rely conclusively on Investor’s representations in this Agreement.

(b) Investment Intent. The Investor is purchasing the Series Seed Preferred Stock for its own account for investment purposes only and not with a view to distribution or resale in violation of applicable securities laws.

(c) Risk Acknowledgment. The Investor acknowledges the speculative nature of this investment, including risks associated with early-stage companies, the discretionary and non-binding nature of HXA Sponsor Support, and the potential for loss of all or part of invested capital, and represents that it is able to bear such risk.

(d) Authorization. The Investor has full legal power and authority to execute this Agreement and to perform its obligations hereunder, and this Agreement constitutes the valid and binding obligation of the Investor, enforceable in accordance with its terms.

(e) Tax Responsibility. Investor is solely responsible for obtaining its own tax advice regarding this investment. The Company makes no representation regarding the tax treatment or consequences of this investment to Investor.

Confidentiality

Both parties agree to maintain strict confidentiality regarding the terms, conditions, and all information exchanged in connection with this Agreement and shall not disclose any such information to any third party without the prior written consent of the other party, except:

(a) as required by applicable law or regulation;

(b) to each party’s legal, financial, and tax advisors who are bound by equivalent confidentiality obligations; or

(c) upon approval by a majority of the Board of Directors.

This confidentiality obligation shall survive termination of this Agreement indefinitely.

Buyback Provision

The Company may, at its sole discretion, offer to repurchase any Investor’s equity securities. Any such repurchase shall be conducted exclusively between the Company and the relevant Investor and shall require mutual written agreement on valuation and terms before becoming binding. The Company shall present a proposed valuation and buyback terms, which may differ from any prior, current, or implied terms. No Investor shall be required to accept any buyback offer. Acceptance by an Investor constitutes final and binding agreement to the valuation and terms offered, irrespective of alternative valuation methods or future valuations. No third-party valuation, appraisal, or external approval shall be required. All discussions, valuations, negotiations, and agreements related to any buyback shall be strictly confidential and shall not be disclosed to any other shareholder, investor, or third party except as required by law.

Stop Transfer

The Company may impose stop-transfer instructions on equity securities for a period not to exceed one hundred eighty business days, or such longer period as required by the managing underwriter in connection with a registered public offering. The Company shall provide prompt written notice to any affected Investor upon imposition of any stop-transfer instruction, and shall promptly lift such instructions upon the expiration of the applicable period.

Indemnification

The Company shall indemnify, defend, and hold harmless each Investor and its affiliates, officers, directors, partners, members, and employees from and against any and all claims, losses, damages, liabilities, costs, and expenses including reasonable attorneys’ fees and court costs arising from:

(a) any material breach by the Company of any representation, warranty, covenant, or obligation under this Agreement;

(b) any unauthorized use or mishandling of Investor information by the Company or its representatives; or

(c) any willful misconduct or fraud by the Company or its officers or directors.

Each Investor shall indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, and employees from and against any losses arising from:

(a) any material breach by such Investor of its representations, warranties, or obligations under this Agreement; or

(b) any willful misconduct or misrepresentation by such Investor.

Indemnification obligations shall survive termination or expiration of this Agreement indefinitely.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure results from causes beyond its reasonable control, including natural disasters, acts of war or terrorism, government action, or infrastructure or communications failures.

No General Solicitation

This Agreement and any related discussions, materials, or communications are not, and shall not be construed as, general solicitation or general advertising under Regulation D of the Securities Act. This offering is made only to persons with whom the Company or its representatives have a pre-existing substantive relationship, or as otherwise permitted under applicable securities law exemptions.

Dispute Resolution And Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions. Each party irrevocably submits to the exclusive jurisdiction of Wyoming for any matter relating to injunctive or equitable relief and irrevocably waives any objection to venue, jurisdiction, or forum non conveniens.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat and place of arbitration in Wyoming. The proceedings shall be conducted in English. The arbitral award shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party reserves the right to seek immediate injunctive or other equitable relief from any court of competent jurisdiction without waiving its right to arbitration, and without the requirement of posting bond or other security. In any arbitration or litigation arising under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

Termination

Either party may terminate this Agreement prior to the execution of definitive investment documents upon written notice to the other party. Termination shall not relieve any party of obligations incurred prior to the effective date of termination. The following provisions shall survive termination of this Agreement indefinitely: HXA Sponsor Support, Confidentiality, Indemnification, and Dispute Resolution and Governing Law. If both parties have not executed and delivered this Agreement along with all required supporting documents within ninety days of the Effective Date, this Agreement shall expire automatically, and neither party shall have any further obligations hereunder except as to Confidentiality and Indemnification.

General Provisions

This Agreement, together with any executed subscription agreement, capitalization table, and certificate of incorporation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral. This Agreement may not be amended except by a written instrument signed by the Company and the Preferred Majority. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of such right, and no single or partial exercise of any right shall preclude any other or further exercise thereof. If any provision of this Agreement is held invalid or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld. Either party may assign to an affiliate or in connection with a merger or acquisition provided the assignee assumes all obligations in writing and the other party receives prompt written notice. All notices shall be in writing and delivered by personal delivery, internationally recognized overnight courier with tracking, or email with confirmed receipt, and shall be effective upon receipt. Nothing in this Agreement obligates either party to proceed with any transaction, and each party reserves the right to terminate discussions at any time without liability, subject to the surviving provisions of this Agreement. The rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies that a party may have at law or in equity. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means including PDF or digital signature platform shall be deemed legally binding and of full force and effect. The Company intends to file a Form D notice of exempt offering with the U.S. Securities and Exchange Commission and applicable state regulators in connection with this offering of Series Seed Preferred Stock.