SERIES SEED PREFERRED STOCK INVESTMENT AGREEMENT

This Series Seed Preferred Stock Investment Agreement (this “Agreement”) is madedated as of the Agreement Date by and amongis between the Company, the Purchasers and the Key Holders.

The parties hereto hereby agree as follows:

1. DEFINITIONS. Capitalized terms used and not otherwise defined in this Agreement or the Exhibit and Schedules thereto shall have the meanings set forth in Exhibit A hereto.

INVESTMENT. Subject to the terms and conditions of this Agreement, including the Agreement Terms set forth in Exhibit B hereto, (i) each Purchaser agrees toshall purchase at the applicable Closing and the Company agrees toshall sell and issue to each Purchaser at such Closing that number of shares of Series Seed Preferred Stock set forth opposite such Purchaser’s name on Schedule 1, at a price per share equal to the Purchase Price (subject to any discounts applicable wherediscounts when all or a portion of such Purchase Price is being paid by cancellation of indebtedness of the Company to such Purchaser) and (ii) each Purchaser, the Company, and each Key Holder agrees to be bound by the obligations set forth hereinin this Agreement and to grant to the other parties hereto the rights set forth in this Agreement.

ENTIRE AGREEMENT. This Agreement (including the Exhibits and Schedules hereto) together with the Restated Charter constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties areis expressly canceled.

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EXHIBIT A

DEFINITIONS

1. OVERVIEW DEFINITIONS.

“Agreement Date” shall meanmeans _____________________________.

“Company” shall meanmeans ___________________________________________________.

“Governing Law” shall meanmeans the laws of the state of __________________.

“Dispute Resolution Jurisdiction” shall meanmeans the federal or state courts located in ________________.