Demo document for illustration only. It is not a legal agreement, and nothing here is an offer to sell securities.

SAFE (simple agreement for future equity): investment agreement

This agreement is between Loop Ledger, Inc., a DE c corporation (the “Company”), and the investor named below (the “Investor”).

1. Investment

The Investor agrees to pay the amount chosen at checkout (the “purchase amount”) for a SAFE issued in the Company’s Seed round, offered under Regulation Crowdfunding (Reg CF).

2. Terms

When the Company next sells preferred stock in a priced round, this SAFE converts into shares at the lower of (a) the price per share implied by a $12M post-money valuation cap, or (b) the price paid by the new investors less a 20% discount. If the Company is sold first, the Investor receives the greater of the purchase amount or the amount payable on conversion at the cap. A SAFE has no maturity date and earns no interest.

3. Escrow and closing

The purchase amount is held by an escrow agent until the round closes. The round closes only if commitments reach the $250,000 target by the deadline. If they don’t, the purchase amount is returned in full.

4. Cancellation

The Investor may cancel for any reason until 48 hours before the deadline. If the Company reports a material change, the Investor must reconfirm within 5 business days, or this commitment is cancelled and refunded.

5. Investor statements

The Investor confirms that they have read the offering statement; understand they could lose the entire purchase amount; understand the securities generally can’t be transferred for one year except to the Company, an accredited investor, a family member, or in a registered offering; and are within their yearly investment limit.

6. Company statements

The Company confirms that it is validly organized, has authority to issue the securities, and that its offering statement is accurate and complete in all material respects.

7. Holding the securities

The securities may be held through a custodian or a crowdfunding vehicle acting for all investors in this round, so the Company has a single entry in its records.

8. Governing law

This agreement is governed by the laws of the state of DE.