The Company is issuing Series A Preferred Shares at a pre-money valuation of $12,000,000, raising up to $3,000,000 in total gross proceeds. The purchase price per share shall be $1.20, with a minimum investment of $250,000 per investor. 2. Liquidation Preference In the event of a liquidation, merger, or sale of substantially all assets, the holders of Series A Preferred shall be entitled to receive 1x their original investment amount prior to any distribution to holders of Common Shares. Any remaining proceeds shall then be distributed on an as-converted basis. 3. Conversion Rights Series A Preferred Shares shall be convertible into Common Shares at any time at the option of the holder and shall automatically convert upon the closing of a qualified public offering of not less than $25,000,000 in gross proceeds.

The Company is issuing Series A Preferred Shares at a pre-money valuation of $12,000,000, raising up to $3,000,000 in total gross proceeds. The purchase price per share shall be $1.20, with a minimum investment of $250,000 per investor. 2. Liquidation Preference In the event of a liquidation, merger, or sale of substantially all assets, the holders of Series A Preferred shall be entitled to receive 1x their original investment amount prior to any distribution to holders of Common Shares. Any remaining proceeds shall then be distributed on an as-converted basis. 3. Conversion Rights Series A Preferred Shares shall be convertible into Common Shares at any time at the option of the holder and shall automatically convert upon the closing of a qualified public offering of not less than $25,000,000 in gross proceeds.