Certificate of Incorporation

Filed with the Delaware Secretary of State, Division of Corporations. This document establishes the corporation under the Delaware General Corporation Law.

FIRST: Name

The name of the corporation is {{legal_name}} (the "Corporation").

SECOND: Registered Office and Agent

The address of the registered office of the Corporation in the State of Delaware is {{registered_agent_address}}. The name of the registered agent at such address is {{registered_agent_name}}.

THIRD: Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: Authorized Capital Stock

The total number of shares of stock which the Corporation shall have authority to issue is {{authorized_shares}} shares of Common Stock, par value ${{par_value}} per share.

FIFTH: Incorporator

The name and mailing address of the incorporator are:

Name: {{incorporator_name}} Address: {{incorporator_address}}

SIXTH: Board of Directors

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors shall be fixed from time to time by resolution of the Board of Directors. The initial number of directors is {{board_size}}.

Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

The Board of Directors shall not be classified. Each director shall be elected annually and shall hold office until such director's successor is elected and qualified or until such director's earlier resignation, removal or death.

There shall be no cumulative voting in the election of directors.

SEVENTH: Limitation of Liability

To the fullest extent permitted by the Delaware General Corporation Law, as it now exists or as it may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

To the fullest extent permitted by the Delaware General Corporation Law, as amended by the 2022 amendment effective August 1, 2022, an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer. This provision applies only to acts or omissions occurring on or after August 1, 2022.

EIGHTH: Indemnification

The Corporation shall indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, as it now exists or as it may hereafter be amended. The procedures, conditions, and limitations governing indemnification shall be set forth in the Bylaws.

NINTH: Severability

If any provision of this Certificate of Incorporation is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

TENTH: Action by Written Consent of Stockholders

No action required or permitted to be taken by the stockholders of the Corporation may be taken by written consent without a meeting. All actions of stockholders must be taken at a duly called annual or special meeting of stockholders.

ELEVENTH: Amendment

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

TWELFTH: Agent Operator Authority

The Board of Directors is authorized to designate one or more Agent Operators (as defined in the Bylaws) to act on behalf of the Corporation within the scope of authority delegated by the Board through the Agent Delegation Schedule adopted by reference in the Bylaws. The designation, scope, and constraints of Agent Operator authority shall be governed by the Bylaws and the Agent Delegation Schedule.

Bylaws

Bylaws of {{legal_name}}, a Delaware corporation.

These Bylaws are adopted by the initial Board of Directors of {{legal_name}} (the "Corporation"), a Delaware corporation, pursuant to the Incorporator Action dated {{effective_date}}.

Article I -- Definitions

Section 1.1 Definitions. As used in these Bylaws, the following terms have the meanings set forth below:

"Agent Operator" means an AI-based system designated by the Board to manage day-to-day operations of the Corporation within delegated authority.
"Delegation Schedule" means the Agent Delegation Schedule adopted by reference in these Bylaws, as amended from time to time.
"Standing Instructions" means recurring authority modifications issued by the CEO to the Agent Operator within the adjustment envelope of the Delegation Schedule.
"Tier 1" means actions the Agent Operator may take autonomously without per-instance approval, subject to spending limits and lane conditions.
"Tier 2" means actions requiring explicit approval from the CEO or Board before the Agent Operator may execute.
"Tier 3" means non-delegable actions that must be taken by the Board, stockholders, or officers and may never be performed by the Agent Operator.
"Principal" or "CEO" means the Chief Executive Officer of the Corporation, or such other person designated by the Board to supervise the Agent Operator.
"Autonomy Lanes" means the pre-approved categories of Tier 1 action defined in the Delegation Schedule.

Article II -- Offices

Section 2.1 Registered Office. The registered office of the Corporation shall be at {{registered_agent_address}}, and the name of the registered agent at such address is {{registered_agent_name}}.

Section 2.2 Other Offices. The Corporation may also have offices at such other places as the Board of Directors may from time to time determine. The principal business office of the Corporation shall be at {{company_address}}.

Article III -- Stockholders

Section 3.1 Annual Meeting. The annual meeting of stockholders shall be held at such date, time and place as shall be designated by the Board of Directors.

Section 3.2 Special Meetings. Special meetings of stockholders may be called by the Board of Directors, the Chairperson of the Board, or the Chief Executive Officer.

Section 3.3 Notice of Meetings. Written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 3.4 Quorum. The holders of a majority of the shares of stock entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.

Section 3.5 Voting. Directors shall be elected by a plurality of the votes cast. All other matters shall be decided by the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present, unless otherwise required by law, the Certificate of Incorporation, or these Bylaws.

Section 3.6 Action Without Meeting. No action required or permitted to be taken by stockholders may be taken by written consent without a meeting, as provided in the Certificate of Incorporation.

Article IV -- Board of Directors

Section 4.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 4.2 Number and Qualification. The Board of Directors shall consist of {{board_size}} director(s). Directors need not be stockholders.

Section 4.3 Election and Term. Directors shall be elected at each annual meeting of the stockholders. Each director shall hold office until such director's successor is elected and qualified or until such director's earlier resignation, removal or death.

Section 4.4 Quorum. A majority of the total number of directors shall constitute a quorum for the transaction of business.

Section 4.5 Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places as shall be determined from time to time by resolution of the Board of Directors. No additional notice shall be required for regular meetings held at times fixed by Board resolution.

Section 4.6 Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board, the Chief Executive Officer, or any two directors. Notice of each special meeting shall be given to each director at least forty-eight (48) hours before the meeting by email, written notice, or other electronic means.

Section 4.7 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

Section 4.8 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee consent thereto in writing.

Section 4.9 Vacancies. Any vacancy on the Board of Directors may be filled by a majority of the remaining directors, even if less than a quorum.

Section 4.10 Compensation. Directors may receive such compensation for their services as directors as shall be fixed from time to time by resolution of the Board of Directors. The receipt of compensation as a director shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Article V -- Officers

Section 5.1 Officers. The officers of the Corporation shall include a Chief Executive Officer, a Secretary, and a Chief Financial Officer. The Board of Directors may also appoint such other officers as it deems necessary.

Section 5.2 Election and Term. Officers shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified or until their earlier resignation, removal or death.

Section 5.3 Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation and shall have general supervision of the business and affairs of the Corporation, subject to the direction of the Board of Directors.

Section 5.4 Secretary. The Secretary shall keep the minutes of the meetings of the stockholders and the Board of Directors, shall give notice of meetings, and shall have custody of the corporate seal.

Section 5.5 Chief Financial Officer. The Chief Financial Officer shall be responsible for the financial affairs of the Corporation, including maintaining the books of account and financial records.

Article VI -- Agent Operator

Section 6.1 Designation. The Board of Directors may designate one or more Agent Operators to manage the day-to-day operations of the Corporation within the scope of authority set forth in the Agent Delegation Schedule.

Section 6.2 Agent Delegation Schedule. The Agent Delegation Schedule, as adopted and amended by the Board, is incorporated by reference and defines the authority tiers, spending limits, autonomy lanes, approval mechanics, and constraints governing the Agent Operator.

Section 6.3 Authority Limitations. The Agent Operator may act only within the scope of authority expressly delegated. The Board or CEO may suspend or revoke Agent authority at any time without notice or cause.

Section 6.4 Escalation Triggers. The Agent Operator must escalate to Tier 2 whenever: (a) the action is irreversible or difficult to reverse; (b) the action involves a legal obligation not previously approved; (c) the Agent lacks sufficient information to assess risk; (d) the action could expose the Corporation to liability beyond normal operations; (e) a third party requests something outside established patterns; (f) the Agent's confidence is below a reasonable threshold; (g) applicable law requires natural person involvement; or (h) conflicting instructions are not resolvable by precedence rules.

Section 6.5 Self-Governance Constraints. The Agent Operator may not under any circumstances: (a) modify its own authority, tiers, or spending limits; (b) override, ignore, or delay a CEO directive; (c) represent itself as a natural person; (d) fabricate records, signatures, receipts, or execution status; (e) take Tier 3 actions; (f) authorize transactions benefiting the Agent or its provider; (g) modify, delete, backdate, or reorder audit entries; (h) create credentials or accounts beyond authorized scope; (i) vote, consent, or exercise Board or stockholder rights; or (j) sign documents requiring officer or director signature under the DGCL.

Section 6.6 Authority Certificate. The Corporation may issue a certificate of Agent authority for third-party reliance, specifying the applicable autonomy lane, transaction class, and any conditions or limitations. Such certificate shall be signed by the CEO or an authorized officer.

Section 6.7 Safe Harbor. The Corporation shall not pursue claims against the Agent Operator or its provider for actions taken within delegated authority as set forth in the Agent Delegation Schedule, provided the Board acted in good faith in adopting and maintaining the Delegation Schedule. This safe harbor does not apply to: (a) fraud, willful misconduct, or gross negligence; (b) actions outside delegated authority; (c) Tier 3 (non-delegable) actions; (d) fabrication of records or communications; (e) self-dealing or conflicts of interest; or (f) failure to maintain an audit trail.

Section 6.8 Provider Obligations. The Corporation shall require, in its service agreement with the Agent Operator's provider, that the provider shall not: (a) use entity data for training or secondary purposes without written consent; (b) expand Agent authority without the Corporation's written approval; or (c) fail to support immediate suspension of Agent operations upon the Corporation's request.

Article VII -- Stock

Section 7.1 Certificates. Shares of stock may be certificated or uncertificated, as determined by the Board of Directors.

Section 7.2 Transfer Restrictions. No stockholder shall transfer, sell, assign, pledge, hypothecate, or otherwise dispose of any shares of stock of the Corporation without the prior written consent of the Board of Directors, unless the Board determines otherwise.

Section 7.3 Right of First Refusal. The Corporation shall have a right of first refusal with respect to any proposed transfer of shares. Before any stockholder may transfer shares, the stockholder shall first offer such shares to the Corporation on the same terms and conditions as the proposed transfer.

Article VIII -- Indemnification

Section 8.1 Right to Indemnification. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a director, officer, or Agent Operator of the Corporation, to the fullest extent authorized by the Delaware General Corporation Law.

Section 8.2 Advancement of Expenses. Expenses (including attorneys' fees) incurred by a director or officer in defending any action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified.

Section 8.3 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation against any liability asserted against such person in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability.

Article IX -- Fiscal Year

The fiscal year of the Corporation shall end on {{fiscal_year_end}}, unless changed by resolution of the Board of Directors.

Article X -- Forum Selection

Section 10.1 Delaware Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty, (iii) any action arising pursuant to the DGCL, the Certificate of Incorporation, or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine.

Section 10.2 Federal Forum for Securities Act Claims. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Article XI -- Amendments

These Bylaws may be amended or repealed by the Board of Directors or by the stockholders.

Action by Written Consent of the Sole Incorporator

The undersigned, being the sole incorporator named in the Certificate of Incorporation of {{legal_name}}, a Delaware corporation (the "Corporation"), filed with the Delaware Secretary of State on {{effective_date}}, acting pursuant to Section 108 of the Delaware General Corporation Law, hereby takes the following actions by written consent:

Recitals

WHEREAS, the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on {{effective_date}}; and

WHEREAS, the undersigned is the sole incorporator named in the Certificate of Incorporation and is authorized to take these actions pursuant to DGCL § 108.

Resolutions

RESOLVED, that the Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware on {{effective_date}}, is hereby ratified and approved in all respects.

RESOLVED, that the following person(s) are hereby appointed to serve as the initial director(s) of the Corporation, each to serve until such director's successor is duly elected and qualified or until such director's earlier resignation, removal or death:

{{directors_list}}

RESOLVED, that the initial director(s) are hereby authorized to take all actions necessary or desirable to organize the Corporation and to commence business, including adopting bylaws, electing officers, authorizing the issuance of shares, and taking all other actions contemplated by the Certificate of Incorporation.

RESOLVED, that the officers of the Corporation are authorized to take all actions necessary to effectuate the foregoing resolutions.

This written consent shall be filed with the minutes of the proceedings of the Corporation.

Initial Action by Directors (Unanimous Written Consent)

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

The undersigned, being all of the directors of {{legal_name}}, a Delaware corporation (the "Corporation"), pursuant to Section 141(f) of the Delaware General Corporation Law, hereby take the following actions by unanimous written consent without a meeting:

Recitals

WHEREAS, the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware; and

WHEREAS, the undersigned have been appointed as the initial directors of the Corporation pursuant to the Incorporator Action; and

WHEREAS, the Board desires to complete the organization of the Corporation and authorize the initial corporate actions set forth below.

Resolutions

RESOLVED, that the Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware, is hereby ratified and approved in all respects.

RESOLVED, that the Bylaws attached hereto are hereby adopted as the Bylaws of the Corporation.

RESOLVED, that the following persons are hereby elected to serve as officers of the Corporation, each to serve at the pleasure of the Board of Directors:

{{officers_list}}

RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock to the founders as set forth in the Stock Issuance Consent adopted concurrently herewith, pursuant to Restricted Stock Purchase Agreements in the form approved by the Board, and that such issuance is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder.

RESOLVED, that the Agent Delegation Schedule attached hereto is hereby adopted and incorporated by reference into the Bylaws as provided in Article VI thereof.

RESOLVED, that the fiscal year of the Corporation shall end on {{fiscal_year_end}}.

RESOLVED, that the officers of the Corporation are hereby authorized to open a bank account in the name of the Corporation and to designate signatories for such account.

RESOLVED, that the officers of the Corporation are hereby authorized to take all actions necessary to qualify the Corporation to do business in any state or jurisdiction where the Corporation's activities require such qualification.

RESOLVED, that the officers of the Corporation are hereby authorized to apply for an Employer Identification Number (EIN) from the Internal Revenue Service.

RESOLVED, that the officers are authorized and directed to obtain directors' and officers' liability insurance in such amounts and on such terms as the officers determine to be appropriate.

RESOLVED, that each founder or other person receiving restricted stock from the Corporation shall be advised of and afforded the opportunity to file a Section 83(b) election with the Internal Revenue Service within thirty (30) days of the grant date, and that the Corporation shall provide a form of Section 83(b) election letter to each such person.

RESOLVED, that all actions previously taken by the incorporator, directors, and officers of the Corporation consistent with the foregoing resolutions are hereby ratified and approved in all respects.

RESOLVED, that each officer of the Corporation is hereby authorized to take all actions and execute all documents as may be necessary or desirable to carry out the intent and accomplish the purposes of the foregoing resolutions.

This unanimous written consent may be executed in counterparts, each of which shall be deemed an original.

Articles of Organization

Filed with the Wyoming Secretary of State. This document establishes the LLC under the Wyoming Limited Liability Company Act.

ARTICLE I -- Name

The name of the limited liability company is {{legal_name}} (the "Company").

ARTICLE II -- Registered Agent

The name and address of the registered agent in the State of Wyoming is:

Name: {{registered_agent_name}} Address: {{registered_agent_address}}

The registered agent named above has consented to serve in such capacity.

ARTICLE III -- Management

The Company shall be manager-managed. The initial manager is {{principal_name}}.

ARTICLE IV -- Purpose

The Company is organized for any lawful purpose permitted under the Wyoming Limited Liability Company Act.

ARTICLE V -- Duration

The Company shall have perpetual duration.

ARTICLE VI -- Series LLC Disclaimer

This Company is not formed as a series LLC under W.S. § 17-29-211.

ARTICLE VII -- Agent Operator

The Manager is authorized to designate one or more Agent Operators to manage day-to-day operations of the Company within the scope of the Agent Delegation Schedule adopted by reference in the Operating Agreement. The authority of Agent Operators shall be governed by the Operating Agreement and the Agent Delegation Schedule.

ARTICLE VIII -- Filing Fee

Operating Agreement

Operating Agreement of {{legal_name}}, a Wyoming limited liability company.

This Operating Agreement (this "Agreement") of {{legal_name}} (the "Company"), a Wyoming limited liability company, is entered into effective as of {{effective_date}}, by the Members listed in Exhibit A.

Section 1 -- Formation and Name

1.1 The Company has been formed as a Wyoming limited liability company by the filing of Articles of Organization with the Wyoming Secretary of State pursuant to the Wyoming Limited Liability Company Act (W.S. § 17-29-101 et seq.) (the "Act").

1.2 The name of the Company is {{legal_name}}.

1.3 The Wyoming DAO LLC Supplement (W.S. §17-31-101 et seq.) reflects Wyoming's legislative policy supporting algorithmically managed entities. While this Company is not formed under the DAO Supplement, this policy context informs the legal receptiveness to the agent authority framework adopted herein.

Section 2 -- Purpose and Powers

The Company is formed for any lawful purpose permitted under the Act.

Section 3 -- Members and Interests

3.1 Members. The Members, their capital contributions, and their percentage interests are set forth in Exhibit A.

3.2 Member Representations. Each Member represents and warrants that: (a) such Member has the authority to enter into this Agreement; (b) the execution of this Agreement does not conflict with any other agreement to which such Member is a party; and (c) this Agreement constitutes a binding obligation of such Member, enforceable in accordance with its terms.

3.3 Preemptive Rights. Members shall have no preemptive rights to subscribe for additional membership interests issued by the Company, unless otherwise approved by the Manager with the consent of the Members.

Section 4 -- Management

4.1 Manager-Managed. The Company shall be manager-managed. The initial Manager is {{principal_name}}.

4.2 Authority of Manager. The Manager shall have full authority to manage the business and affairs of the Company, subject to the limitations set forth in this Agreement and the Act.

Section 5 -- Agent Operator

5.1 Designation. The Manager may designate one or more Agent Operators to manage the day-to-day operations of the Company within the scope of authority set forth in the Agent Delegation Schedule.

5.2 Agent Delegation Schedule. The Agent Delegation Schedule, as adopted and amended by the Manager with Member approval where required, is incorporated by reference and defines the authority tiers, spending limits, autonomy lanes, approval mechanics, and constraints governing the Agent Operator.

5.3 Non-Waivable Provisions. Pursuant to W.S. § 17-29-110(c), the following provisions of the Act may not be waived or modified by this Agreement:

The power of a person to dissociate as a member under W.S. § 17-29-602(5)(b).
The right of a court to expel a member under W.S. § 17-29-602(5)(c).
The requirement to wind up the company's activities under W.S. § 17-29-702.
The right of a member to approve a merger, conversion, or domestication under W.S. § 17-29-1014(c).
The obligation of good faith and fair dealing under W.S. § 17-29-409(d), though the Agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable.
The requirement that the operating agreement not unreasonably restrict a right to information or access to records under W.S. § 17-29-410.
The power of a court to decree dissolution in circumstances specified in W.S. § 17-29-701(a)(iv) and (v).
The variation of the requirement in W.S. § 17-29-301(a) after formation of a statement of authority.
The restriction on distributions under W.S. § 17-29-405.
The requirement that the operating agreement not vary the right to maintain an action under W.S. § 17-29-901 through § 17-29-905.
The requirement that the operating agreement not vary the power of a court under W.S. § 17-29-204.
The restriction that an operating agreement not relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or reckless indifference under W.S. § 17-29-110(c)(xiii).
The requirement that the operating agreement not restrict rights of third parties under the Act under W.S. § 17-29-110(c)(xiv).

5.4 Authority Limitations. The Agent Operator may act only within the scope of authority expressly delegated. The Manager may suspend or revoke Agent authority at any time without notice or cause.

5.5 Escalation Triggers. The Agent Operator must escalate to Tier 2 whenever: (a) the action is irreversible or difficult to reverse; (b) the action involves a legal obligation not previously approved; (c) the Agent lacks sufficient information to assess risk; (d) the action could expose the Company to liability beyond normal operations; (e) a third party requests something outside established patterns; (f) the Agent's confidence is below a reasonable threshold; (g) applicable law requires natural person involvement; or (h) conflicting instructions are not resolvable by precedence rules.

5.6 Self-Governance Constraints. The Agent Operator may not under any circumstances: (a) modify its own authority, tiers, or spending limits; (b) override, ignore, or delay a Principal directive; (c) represent itself as a natural person; (d) fabricate records, signatures, receipts, or execution status; (e) take Tier 3 actions; (f) authorize transactions benefiting the Agent or its provider; (g) modify, delete, backdate, or reorder audit entries; or (h) create credentials or accounts beyond authorized scope.

5.7 Authority Certificate. The Company may issue a certificate of Agent authority for third-party reliance, specifying the applicable autonomy lane, transaction class, and any conditions or limitations. Such certificate shall be signed by the Principal.

5.8 Safe Harbor. The Company shall not pursue claims against the Agent Operator or its provider for actions taken within delegated authority as set forth in the Agent Delegation Schedule, provided the Manager acted in good faith in adopting and maintaining the Delegation Schedule.

5.9 Safe Harbor Exclusions. The safe harbor in Section 5.8 does not apply to: (a) fraud, willful misconduct, or gross negligence; (b) actions outside delegated authority; (c) Tier 3 (non-delegable) actions; (d) fabrication of records or communications; (e) self-dealing or conflicts of interest; (f) failure to maintain an audit trail; or (g) violation of non-waivable provisions under W.S. § 17-29-110(c).

5.10 Provider Obligations. The Company shall require, in its service agreement with the Agent Operator's provider, that the provider shall not: (a) use entity data for training or secondary purposes without written consent; (b) expand Agent authority without the Company's written approval; or (c) fail to support immediate suspension of Agent operations upon the Company's request.

Section 6 -- Capital Accounts, Allocations, and Distributions

6.1 Capital Accounts. The Company shall maintain a capital account for each Member in accordance with Treasury Regulation § 1.704-1(b)(2)(iv). Each Member's capital account shall be (a) increased by the amount of money and fair market value of property contributed by such Member, and by allocations of Net Profits to such Member; and (b) decreased by the amount of money and fair market value of property distributed to such Member, and by allocations of Net Losses to such Member. Upon liquidation, distributions shall be made in accordance with positive capital account balances after all adjustments for the taxable year of liquidation.

6.2 Definitions. "Net Profits" and "Net Losses" mean, for each fiscal year, the Company's taxable income or loss as determined under Section 703(a) of the Internal Revenue Code, with the adjustments required by Treasury Regulation § 1.704-1(b)(2)(iv)(g).

6.3 Allocations. Except as provided in Section 6.4, Net Profits and Net Losses shall be allocated to the Members pro rata in accordance with their respective Percentage Interests.

6.4 Regulatory Allocations. The following regulatory allocations shall be made in the order set forth below and shall take priority over allocations under Section 6.3:

Qualified Income Offset. If any Member unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation § 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of income and gain shall be allocated to such Member in an amount and manner sufficient to eliminate the deficit balance in such Member's capital account as quickly as possible.
Minimum Gain Chargeback. If there is a net decrease in Company minimum gain during any fiscal year, each Member shall be allocated items of income and gain for such year as required by Treasury Regulation § 1.704-2(f).
Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in partner nonrecourse debt minimum gain attributable to a partner nonrecourse debt during any fiscal year, each Member shall be allocated items of income and gain for such year as required by Treasury Regulation § 1.704-2(i)(4).
Gross Income Allocation. Each Member shall be allocated items of Company income and gain to the extent of, and in proportion to, such Member's share of any deficit capital account balance.
Section 704(c) Allocations. In accordance with Section 704(c) of the Code and Treasury Regulation § 1.704-1(b)(4)(i), income, gain, loss, and deduction with respect to any contributed property shall be allocated among the Members so as to take account of any variation between the adjusted basis and fair market value of such property at the time of contribution.
Ordering Rules. Regulatory allocations under this Section 6.4 shall be taken into account first, before allocations under Section 6.3.

6.5 Tax Distributions. The Company shall make mandatory quarterly distributions to each Member in amounts sufficient for each Member to pay estimated federal and state income taxes on income allocated to such Member at the highest applicable marginal rate for individuals (or, if higher, the rate applicable to such Member's tax status). Tax distributions shall have priority over discretionary distributions under Section 6.6.

6.6 Other Distributions. Distributions other than tax distributions shall be made at such times and in such amounts as determined by the Manager, in proportion to the Members' Percentage Interests, subject to applicable legal restrictions on distributions under W.S. § 17-29-405.

Section 7 -- Tax Matters

7.1 Tax Classification. The Company shall be classified as a partnership (or disregarded entity if single-member) for federal income tax purposes unless the Members elect otherwise.

7.2 Fiscal Year. The fiscal year of the Company shall end on {{fiscal_year_end}}.

Section 8 -- Transfer of Interests

8.1 Transfer Restrictions. No Member may transfer, sell, assign, pledge, or otherwise dispose of all or any part of such Member's interest without the prior written consent of a majority in interest of the other Members.

8.2 Valuation. In the event of any permitted transfer, the fair market value of the interest shall be determined by mutual agreement of the transferor and transferee, or if they cannot agree, by an independent appraiser selected by the Manager. The cost of the appraisal shall be shared equally by the transferor and transferee.

8.3 Involuntary Transfers. Upon the death, disability, divorce, or bankruptcy of a Member, the Company shall have the right to purchase the affected Member's interest at fair market value as determined under Section 8.2. Any transfer to an estate, successor, or other involuntary transferee shall be subject to this Agreement.

Section 9 -- Indemnification

The Company shall indemnify each Manager, Member, and Agent Operator to the fullest extent permitted by the Act.

Section 10 -- Dissolution

The Company shall be dissolved upon the occurrence of any event specified in the Act, or upon the written consent of all Members.

Section 11 -- Amendments

This Agreement may be amended only by the written consent of all Members.

Section 12 -- Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. Any dispute arising under this Agreement shall first be submitted to mediation for a period of thirty (30) days. If mediation is unsuccessful, disputes shall be resolved in the Chancery Court of the State of Wyoming, or if such court lacks jurisdiction, the District Courts of the State of Wyoming.

Section 13 -- General Provisions

13.1 Entire Agreement. This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements.

13.2 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

13.3 Waiver. The failure of any Member to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

13.4 Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by nationally recognized overnight courier, or sent by email to the addresses set forth in Exhibit A. Notice shall be deemed received upon personal delivery, one business day after deposit with an overnight courier, or upon confirmed electronic delivery.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

Exhibit A -- Members

{{founders_table}}

Initial Written Consent of Members

UNANIMOUS WRITTEN CONSENT OF THE MEMBERS

The undersigned, being all of the Members of {{legal_name}}, a Wyoming limited liability company (the "Company"), hereby take the following actions by written consent without a meeting, pursuant to the Operating Agreement:

Recitals

WHEREAS, the Articles of Organization of the Company have been filed with the Wyoming Secretary of State; and

WHEREAS, the undersigned are all of the Members of the Company and desire to authorize the initial organizational actions set forth below.

Resolutions

RESOLVED, that the Operating Agreement of the Company, in the form attached hereto, has been duly executed by all Members and is hereby adopted and approved.

RESOLVED, that {{principal_name}} is hereby appointed as the Manager of the Company.

RESOLVED, that the Agent Delegation Schedule attached hereto is hereby adopted and incorporated by reference into the Operating Agreement as provided in Section 5 thereof.

RESOLVED, that the fiscal year of the Company shall end on {{fiscal_year_end}}.

RESOLVED, that the Manager is authorized to open a bank account in the name of the Company and to designate signatories.

RESOLVED, that the Manager is authorized to apply for an Employer Identification Number from the IRS.

RESOLVED, that the Manager is authorized to obtain general liability, cyber liability, and errors and omissions insurance coverage in such amounts and on such terms as the Manager determines to be appropriate for the Company's business activities.

RESOLVED, that the Manager is authorized to take all actions necessary to register the Company for state tax obligations, including sales tax, workers' compensation, or other state obligations as required by the Company's business activities and applicable law.

RESOLVED, that all actions previously taken by the Members and Manager consistent with the foregoing resolutions are hereby ratified and approved in all respects.

RESOLVED, that the Manager is authorized to take all actions and execute all documents necessary to carry out the foregoing resolutions.

Board Consent for Stock Issuance

Unanimous written consent of the Board of Directors authorizing the issuance of shares.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

The undersigned, being all of the directors of {{legal_name}}, a Delaware corporation (the "Corporation"), pursuant to Section 141(f) of the Delaware General Corporation Law, hereby adopt the following resolutions by unanimous written consent without a meeting:

Recitals

WHEREAS, the Board has reviewed the proposed issuance of shares described below and has determined that such issuance is in the best interest of the Corporation and its stockholders.

Issuance Terms

Issuance ID: {{issuance_id}}

Recipients: {{recipient_names}}

Class: {{security_type_and_class}}

Number of Shares: {{quantity_or_principal_amount}}

Consideration per Share / Aggregate: {{purchase_price_or_consideration}}

Form of Consideration: {{form_of_consideration}}

Vesting Terms: {{vesting_or_milestone_conditions}}

Securities Exemption: {{securities_exemption_basis}}

Resolutions

RESOLVED, that the Board has confirmed that the Corporation has sufficient authorized but unissued shares of Common Stock available for the issuance contemplated herein.

RESOLVED, that the Board hereby determines that the consideration to be received for the shares is adequate pursuant to DGCL § 152 and that, upon payment of such consideration, the shares shall be fully paid and nonassessable.

RESOLVED, that the issuance of shares described above is hereby approved, and that such issuance is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, and applicable state blue sky exemptions.

RESOLVED, that the officers are authorized to execute stock purchase agreements, restricted stock purchase agreements (if vesting applies), and related documentation on behalf of the Corporation, conditioned on receipt of accredited investor questionnaires and investment representation letters from each recipient.

RESOLVED, that share certificates or uncertificated share records (per DGCL § 158) shall bear the following restrictive legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE LAWS."

RESOLVED, that the issuance of shares is conditioned on execution of any applicable Stockholder Agreement, Right of First Refusal Agreement, or similar agreement, if the Board has adopted such agreements.

RESOLVED, that the officers are authorized to make all filings and take all actions necessary to comply with applicable federal and state securities laws, including filing Form D with the SEC and any required state notice filings.

RESOLVED, that the Agent Operator is directed to update the cap table and stock ledger to reflect this issuance using the Issuance ID above as the reference identifier. The Agent Operator's role is strictly ministerial: it records the Board's decision but exercises no discretion over equity terms, pricing, recipients, or vesting modifications.

RESOLVED, that all actions previously taken by the officers consistent with the foregoing resolutions are hereby ratified and approved in all respects.

RESOLVED, that each officer of the Corporation is hereby authorized to take all actions and execute all documents as may be necessary or desirable to carry out the intent and accomplish the purposes of the foregoing resolutions.

Authority Classification

This stock issuance is a Tier 3 action. The Agent Operator may have prepared supporting materials and analysis but the authorization and execution are by the Board pursuant to DGCL § 152 and § 157. All equity actions are non-delegable.

Restricted Stock Purchase Agreement

Agreement between the Company and a purchaser for the purchase of shares subject to vesting and repurchase rights.

This Restricted Stock Purchase Agreement (this "Agreement") is entered into as of {{effective_date}} between {{legal_name}}, a Delaware corporation (the "Company"), and {{purchaser_name}} (the "Purchaser").

1. Purchase and Sale of Shares

The Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, {{purchase_shares}} shares of Common Stock (the "Shares") at a purchase price of ${{par_value}} per share, for a total purchase price of ${{total_purchase_price}}. The form of consideration is {{form_of_consideration}}. Closing shall occur on or about {{effective_date}}.

2. Vesting

2.1 Schedule. The Shares shall vest over {{vesting_months}} months, with a {{cliff_months}}-month cliff, commencing on {{vesting_commencement_date}}. After the cliff, Shares shall vest in equal monthly installments.

2.2 Acceleration. {{acceleration_terms}}

2.3 Termination of Service. "Service" means the Purchaser's continuous relationship with the Company as an employee, director, or consultant. Service terminates upon voluntary resignation, involuntary termination with or without cause, death, or disability.

3. Company Repurchase Option

If the Purchaser's Service terminates for any reason, the Company shall have the right (but not the obligation) to repurchase any unvested Shares at the lower of the original purchase price per share or the then-current fair market value per share. The Company must exercise this right within ninety (90) days of termination by written notice to the Purchaser, with closing within thirty (30) days thereafter. The repurchase right lapses upon full vesting.

4. Section 83(b) Election

The Purchaser shall execute and timely file an election under Section 83(b) of the Internal Revenue Code with the Internal Revenue Service within thirty (30) days of the date of this Agreement. A form of Section 83(b) election is attached as Exhibit A. The Company is not responsible for filing or failure to file the election. The Purchaser acknowledges that all tax consequences of the Section 83(b) election are the Purchaser's sole responsibility.

5. Restrictions on Transfer

5.1 General Restriction. The Purchaser may not transfer, sell, assign, pledge, or otherwise dispose of the Shares except as permitted by this Agreement, the Company's governing documents, and applicable securities laws, without the Company's prior written consent.

5.2 Right of First Refusal. Before any transfer, the Purchaser shall first offer the Shares to the Company on the same terms as the proposed transfer, in accordance with the Company's Bylaws or any applicable stockholder agreement.

5.3 Market Standoff. The Purchaser agrees not to sell or otherwise transfer any Shares for a period of one hundred eighty (180) days following the effective date of the Company's initial public offering, as requested by the managing underwriter.

5.4 Permitted Transfers. Transfers to a revocable trust for the benefit of the Purchaser or for estate planning purposes are permitted, provided the transferee agrees to be bound by this Agreement.

6. Restrictive Legends

Certificates or book-entry records for the Shares shall bear the following legends:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE LAWS."

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A REPURCHASE OPTION IN FAVOR OF THE COMPANY AS SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT."

7. Investment Representations

The Purchaser represents that: (a) the Purchaser is an accredited investor or has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment; (b) the Purchaser is acquiring the Shares for investment for the Purchaser's own account, not with a view to distribution; (c) the Purchaser understands the Shares are restricted securities; (d) the Purchaser is aware of Rule 144 and its requirements; (e) the Purchaser can bear the economic risk of a complete loss of the investment; (f) the Purchaser has had access to information about the Company and has had the opportunity to ask questions; and (g) the Purchaser has not relied on any tax advice from the Company.

8. Tax Matters

The Company has not provided the Purchaser with any tax advice. The Purchaser is solely responsible for all tax consequences arising from the purchase of the Shares and any Section 83(b) election. The Company makes no representation regarding the tax treatment of the Shares or the availability or consequences of any tax election.

9. Exhibits

Exhibit A: Form of Section 83(b) Election Letter.

Exhibit B: Spousal Consent (if applicable).

General Provisions

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law}}, without regard to conflicts of laws principles.

Dispute Resolution. Any dispute arising under this Agreement shall first be submitted to mediation for a period of thirty (30) days. If mediation is unsuccessful, disputes shall be resolved by binding arbitration or litigation in the courts of the governing jurisdiction. The prevailing party shall be entitled to reasonable attorney's fees and costs.

Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements.

Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by nationally recognized overnight courier, or sent by email. Notice shall be deemed received upon personal delivery, one business day after deposit with an overnight courier, or upon confirmed electronic delivery.

Waiver. The failure of any party to enforce any provision shall not constitute a waiver of such provision or the right to enforce it at a later time.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger or sale of all or substantially all assets.

Confidential Information and Inventions Assignment Agreement

Agreement to protect company confidential information and assign inventions and intellectual property.

This Confidential Information and Inventions Assignment Agreement (this "Agreement") is entered into as of {{effective_date}} by and between {{legal_name}} (the "Company") and {{assignor_name}} (the "Assignor").

1. Definitions

"Confidential Information" means any non-public information disclosed by the Company, including business plans, financial data, customer lists, technical data, trade secrets, and proprietary information, excluding information that: (a) is or becomes publicly available without breach; (b) was known to the Assignor prior to the Company's disclosure; (c) is independently developed without use of Confidential Information; (d) is received from a third party without restriction; or (e) is required to be disclosed by law or court order. "Inventions" means all inventions, works of authorship, developments, software, improvements, processes, know-how, and other intellectual property. "Prior Inventions" means inventions listed on Exhibit A. "Company Materials" means all documents, equipment, and materials belonging to or provided by the Company.

2. Confidentiality

The Assignor shall hold all Confidential Information in strict confidence and shall not use or disclose it except as necessary to perform services for the Company or as authorized in writing. The Assignor shall use at least the same degree of care to protect Confidential Information as the Assignor uses to protect its own confidential information, but in no event less than reasonable care. If compelled to disclose Confidential Information by law, the Assignor shall provide prompt notice to the Company and cooperate in seeking a protective order. Upon termination of the Assignor's relationship with the Company, the Assignor shall promptly return or destroy all Company Materials and Confidential Information.

3. Assignment of Inventions

The Assignor hereby irrevocably assigns to the Company all right, title, and interest in and to any and all Inventions created, conceived, reduced to practice, authored, or developed by the Assignor, alone or with others, within the scope of the Assignor's service relationship with the Company or using the Company's Confidential Information, equipment, supplies, facilities, or trade secret information. To the extent any Inventions qualify as "works made for hire" under the Copyright Act (§ 101), they shall be considered works made for hire. To the extent they do not qualify, the Assignor hereby assigns all copyright therein to the Company. The Assignor waives any moral rights to the extent permitted by applicable law.

4. Prior Inventions

Inventions listed on Exhibit A (Prior Inventions) are excluded from the assignment in Section 3. If no Exhibit A is attached, the Assignor represents that there are no Prior Inventions. If any Prior Invention is incorporated into Company work product, the Assignor hereby grants the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use such Prior Invention solely as part of the work product.

5. State Law Carve-outs

This Agreement does not apply to any Invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on the Assignor's own time, unless the Invention relates to the Company's business or actual or demonstrably anticipated research or development, or results from any work performed by the Assignor for the Company. The following state statutes, as applicable, limit the scope of assignment: California Labor Code § 2870; Illinois 765 ILCS 1060/2; Washington RCW 49.44.140; Delaware Code Title 19 § 805; Minnesota Statutes § 181.78; and any other applicable state statute limiting assignment of employee inventions.

6. Cooperation and Power of Attorney

The Assignor shall cooperate with the Company in obtaining and enforcing patents, copyrights, and other intellectual property protections. The Assignor hereby grants the Company an irrevocable power of attorney to execute documents on the Assignor's behalf if the Assignor is unavailable or unwilling to do so, solely for the purpose of perfecting the Company's rights in assigned Inventions.

7. Non-Solicitation

During the Assignor's engagement with the Company and for twelve (12) months thereafter, the Assignor shall not directly or indirectly solicit for employment any employee or contractor of the Company.

8. Remedies

The Assignor acknowledges that any breach of this Agreement may cause irreparable harm to the Company and that the Company shall be entitled to seek specific performance and injunctive relief in addition to any other available remedies.

9. General Provisions

This Agreement is governed by the laws of {{governing_law}}, without regard to conflicts of laws principles. The confidentiality and IP assignment obligations shall survive termination of the Assignor's relationship with the Company indefinitely. If any provision is held invalid, the remaining provisions shall remain in full force. This Agreement constitutes the entire agreement on its subject matter. This Agreement may be executed in counterparts and by electronic signature.

Exhibits

Exhibit A: Schedule of Prior Inventions (if any).

SAFE Agreement

Simple Agreement for Future Equity between the Company and an investor.

This SAFE (Simple Agreement for Future Equity) is entered into as of {{effective_date}} by and between {{entity_legal_name}} (the "Company") and {{investor_name}} (the "Investor"). In exchange for the Investor's payment of {{purchase_amount}} (the "Purchase Amount"), the Company issues to the Investor this SAFE on the terms set forth below.

1. Key Terms

This SAFE is a {{safe_type}} SAFE. The Post-Money Valuation Cap is {{valuation_cap}}. The discount rate is {{discount_rate}}. Pro rata participation rights: {{pro_rata_rights}}.

2. Events

2.1 Equity Financing

Upon the closing of an Equity Financing (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), this SAFE will automatically convert into shares of Safe Preferred Stock at the Safe Price or Discount Price, whichever is lower.

2.2 Liquidity Event

If a Liquidity Event (a Change of Control or an Initial Public Offering) occurs before conversion, the Investor will receive the greater of: (a) the Purchase Amount; or (b) the amount payable if this SAFE converted at the Liquidity Price. The Investor may elect conversion into Common Stock at the Liquidity Price.

2.3 Dissolution Event

If a Dissolution Event occurs before conversion, the Investor will receive the Purchase Amount, subject to the rights of creditors and any senior liquidation preferences.

3. Definitions

"Capital Stock" means the capital stock of the Company, including Common Stock and Preferred Stock. "Change of Control" means (a) a transaction in which any person acquires more than 50% of the outstanding voting stock, or (b) a sale or transfer of all or substantially all assets. "Company Capitalization" means the sum of all shares of Capital Stock issued and outstanding, all outstanding options, and all Converting Securities. "Discount Price" means the price per share equal to the price paid per share in the Equity Financing multiplied by the Discount Rate. "Equity Financing" means a bona fide transaction raising capital through issuance of Preferred Stock with aggregate proceeds of at least $250,000. "Liquidity Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization. "Safe Preferred Stock" means the shares of a series of Preferred Stock issued in the Equity Financing with identical rights, privileges, preferences, and restrictions as the Standard Preferred Stock, except with a per share liquidation preference and conversion price equal to the Safe Price. "Safe Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.

4. Company Representations

The Company represents that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has the corporate power and authority to enter into and perform this SAFE; (c) the execution and performance of this SAFE does not conflict with any material agreement; (d) it is in compliance with applicable laws in all material respects; and (e) the capitalization of the Company is as set forth in a capitalization table provided to the Investor.

5. Investor Representations

The Investor represents that: (a) the Investor is an "accredited investor" as defined in Rule 501 of Regulation D; (b) the Investor is acquiring this SAFE for investment for its own account, not with a view to distribution; (c) the Investor understands that this SAFE and the underlying securities are restricted securities that have not been registered under the Securities Act; (d) the Investor has no need for liquidity in this investment and can bear the economic risk of a complete loss; and (e) the Investor has had the opportunity to ask questions and receive answers regarding the Company and the terms of this SAFE.

6. Miscellaneous

Nature of Instrument. This SAFE is not debt, bears no interest, and has no maturity date. Until conversion, the Investor has no voting, dividend, or other stockholder rights except as expressly provided herein or required by law.

Tax Treatment. The Company and the Investor agree to treat this SAFE as equity for federal and state income tax purposes.

Amendment. This SAFE may be amended only by a written instrument signed by the Company and the Investor, or by the Company and the holders of a majority of the outstanding SAFEs for certain administrative provisions.

Governing Law. This SAFE is governed by the laws of {{governing_law}}, without regard to conflicts of laws principles. Notices. Notices to the Company: {{company_notice_address}}. Notices to the Investor: {{investor_notice_address}}. Counterparts. This SAFE may be executed in counterparts and by electronic signature.

409A Valuation Report

Board-use summary of the current 409A valuation and supporting fair market value conclusion.

This 409A valuation report summarizes the fair market value analysis prepared for {{entity_legal_name}} as of {{effective_date}} for internal equity pricing, board approval, and recordkeeping purposes.

1. Purpose

This valuation was performed for the purpose of determining the fair market value of the Company's Common Stock for equity compensation grants in compliance with Section 409A of the Internal Revenue Code.

2. Safe Harbor Reference

This valuation was performed by a qualified independent appraiser within the meaning of Treasury Regulation § 1.409A-1(b)(5)(iv)(B), providing a rebuttable presumption of reasonableness.

3. Valuation Summary

Valuation Provider: {{provider_name}}

Methodology: {{methodology}}

As-of Date: {{effective_date}}

Fair Market Value Per Share: {{fmv_per_share}}

Enterprise Value: {{enterprise_value}}

Discount for Lack of Marketability: {{dlom}}

Report Date: {{report_date}}

4. Validity

This valuation is valid for twelve (12) months from the valuation date, unless a material event occurs (financing, acquisition, significant revenue change, or other event) that would reasonably be expected to affect the fair market value of the Company's equity.

5. Board Acceptance

RESOLVED, that the Board accepts the 409A valuation report dated {{report_date}} and adopts the fair market value of {{fmv_per_share}} per share for equity grants made on or after {{effective_date}}.

6. Standard Disclaimer

The valuation provider provides no guarantee of the conclusions reached. Valuations involve estimates and judgments that are inherently uncertain. Actual results may differ from estimated values. Past results are not indicative of future performance. The Company and its Board should consider all relevant factors in their determination of fair market value.

7. Record Retention

Retain this report and all supporting documentation for at least seven (7) years per IRS record retention requirements (IRC § 6501). This includes the engagement letter, management representations, valuation models, comparable company analyses, and Board resolutions accepting the valuation.

Stock Transfer Agreement

Agreement documenting a transfer of equity interests between an existing holder and a transferee.

This Stock Transfer Agreement (this "Agreement") is entered into as of {{effective_date}} by and between {{transferor_name}} (the "Transferor") and {{transferee_name}} (the "Transferee") with respect to equity interests of {{entity_legal_name}} (the "Company").

1. Transfer

The Transferor agrees to transfer to the Transferee {{units_transferred}} units or shares of {{security_class}} (the "Shares") for aggregate consideration of {{consideration}} ({{price_per_share}} per share), with a closing date of {{closing_date}}.

2. ROFR Compliance

The Transferor certifies that the right of first refusal procedures under the Company's governing documents have been duly followed and the Company has waived its ROFR, or the ROFR period has expired without exercise. Evidence of the waiver or expiration is attached hereto.

3. Transferor Representations

The Transferor represents that: (a) the Transferor has good title to the Shares, free and clear of all liens, encumbrances, and pledges other than restrictions under the Company's governing documents and applicable law; (b) the Transferor has the authority to enter into this Agreement; (c) this Agreement is duly authorized and does not conflict with any other agreement; and (d) no broker or finder is entitled to a commission or fee.

4. Transferee Representations

The Transferee represents that: (a) the Transferee is acquiring the Shares for investment for the Transferee's own account, not with a view to distribution; (b) the Transferee is an accredited investor (if required); (c) the Transferee understands the Shares are restricted securities; (d) the Transferee is aware of Rule 144 and its limitations; (e) the Transferee can bear the economic risk of a complete loss; and (f) the Transferee has had access to information about the Company.

5. Restrictive Legends

The Shares shall bear the standard Securities Act restrictive legend and the Company's transfer restriction legend.

6. Tax Matters

Each party is solely responsible for its own tax consequences arising from this transfer. The Company shall withhold any amounts required by law. Neither party has received tax advice from the Company.

7. Closing Conditions

Closing is conditioned on: (a) Board approval of the transfer; (b) ROFR waived or expired; (c) no legal impediment to closing; and (d) all representations being true and correct at closing.

8. Company Obligations

Upon closing, the Company shall: (a) update the stock ledger to reflect the transfer; (b) issue a new certificate or DRS statement to the Transferee; and (c) cancel the Transferor's certificate.