Extract to table

" RECITALS WHEREAS, the Company is a privately held corporation organized under the laws of the State of Delaware engaged in the business of developing and commercializing data analytics and machine learning software solutions; WHEREAS, the Investor desires to provide certain capital to the Company in the amount of One Million Two Hundred Thousand Dollars ($1,200,000) (the "Purchase Amount"), and the Company desires to provide the Investor with the right to certain shares of the Company's capital stock, subject to the terms and conditions set forth herein; WHEREAS, this instrument constitutes a "SAFE" and is entered into as of the date first written above, September 22, 2023, on the terms and subject to the conditions described herein; WHEREAS, the Purchase Amount shall be delivered by the Investor to the Company by wire transfer of immediately available funds to the account designated by the Company in Exhibit A attached hereto, which shall be due within five (5) business days following the execution of this SAFE; WHEREAS, this SAFE is one of a series of SAFEs being issued by the Company in a financing round (the "SAFE Round"), and the Company may issue additional SAFEs on substantially similar terms or on other terms in connection with such financing round or otherwise; and WHEREAS, the Parties wish to set forth the terms and conditions upon which the Purchase Amount shall be invested and upon which the Investor shall receive equity in the Company

(ii) The Conversion Price for purposes of this Section 1(a) shall be the price per share equal to the Post-Money Valuation Cap ($28,000,000) divided by the Company Capitalization (each as defined in Section 2 below)

(vi) If the Investor elects the Conversion Option, the Company will, to the extent applicable, undertake best efforts to cause the Common Stock issued to the Investor to be free and clear of any liens, claims, or encumbrances, other than restrictions arising under applicable federal and state securities laws and any lock-up restrictions imposed in connection with an Initial Public Offering (which lock-up restrictions shall be on terms no less favorable than those applicable to the Company's founders and executive officers)

1(c) Dissolution Event If there is a Dissolution Event before the termination of this SAFE, and before any Liquidity Event or Equity Financing has occurred, the following provisions shall apply: (i) The Company shall, subject to the priorities set forth herein, pay to the Investor an amount equal to the Purchase Amount (i

(iii) The SAFE obligations described in this Section 1(c) shall rank senior to any distributions made on account of the Company's Common Stock in connection with the Dissolution Event

2(f) "Dissolution Event" means: (i) a voluntary termination of the Company's operations by resolution of the Company's Board of Directors or by vote of the Company's stockholders; (ii) a general assignment for the benefit of the Company's creditors pursuant to applicable law; or (iii) any other liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary; provided, however, that a Dissolution Event shall not include any transaction that constitutes a Liquidity Event as defined in this SAFE