[NAME OF COMPANY]

SERIES SEED PREFERRED STOCK PURCHASE AGREEMENT

This Series Seed Preferred Stock Purchase Agreement (this “Agreement”) is made as of ___________, 20___ by and among __________, Inc., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

The parties hereby agree as follows.

PURCHASE AND SALE OF PREFERRED STOCK.

Sale and Issuance of Series Seed Preferred Stock.

The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Restated Certificate of Incorporation in substantially the form of EXHIBIT B attached to this Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Restated Certificate”).

Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series Seed Preferred Stock, $____ par value per share, set forth opposite each Purchaser’s name on EXHIBIT A (the “Shares”), at a purchase price of $[___] per share (the “Price”).

Closing; Delivery.

The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures on the date of this Agreement or at such other time and place as the Company and the Purchasers representing a majority of the Shares to be sold mutually agree upon, orally or in writing (which time and place are designated as the “Closing”).

At any time and from time to time during the ninety (90) day period immediately following the Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing”), without obtaining the signature, consent or permission of any of the Purchasers, offer and sell to other investors (the “New Purchasers”), at the Price per share, up to that number of Shares that is equal to the total number of Shares authorized by the Restated Certificate less the number of Shares actually issued and sold by the Company at the Closing. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and the New Purchasers purchasing Shares at each Additional Closing will execute counterpart signature pages to this Agreement and that certain agreement among the Company and the Purchasers dated as of the date of the Closing in the form of Exhibit D attached hereto (the “Investors’ Rights Agreement,” and together with this Agreement, the “Transaction Agreements”), and such New Purchasers will, upon delivery to the Company of such signature pages, become parties to, and bound by, the Transaction Agreements, each to the same extent as if they had been Purchasers at the Closing.