$73,000,000 post-money valuation cap · 15% discount · converts at the lower of the cap price or the discounted round price.
THIS CERTIFIES THAT, in exchange for the payment by the Investor of the Purchase Amount on or about the Date of Issuance, the Company hereby issues to the Investor the right to certain shares of the Company's capital stock, subject to the terms set out below.
This instrument is one of a series of SAFEs (as defined below) issued by the Company as part of a single offering to accredited investors of up to approximately $5,000,000 in aggregate Purchase Amounts (the "Offering"). All SAFEs in the Offering are issued on the same terms, including the same Post-Money Valuation Cap and Discount Rate.
If there is an Equity Financing before the termination of this SAFE, on the initial closing of such Equity Financing this SAFE will automatically convert into that number of shares of SAFE Preferred Stock equal to the Purchase Amount divided by the Conversion Price.
The "Conversion Price" means the lower of: (i) the Cap Price — the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization; and (ii) the Discount Price — the lowest price per share at which Standard Preferred Stock is sold to new-money investors in that Equity Financing, multiplied by the Discount Rate (85%).
If there is a Liquidity Event before the termination of this SAFE, the Investor will, at the Investor's option, either: (i) receive a cash payment equal to the Purchase Amount (the "Cash-Out Amount"); or (ii) automatically receive that number of shares of Common Stock equal to the Purchase Amount divided by the lower of the Cap Price and the Liquidity Price multiplied by the Discount Rate (85%) — the same lower-of-cap-or-discount terms, applied to the Liquidity Event price — in each case immediately prior to, or concurrent with, the Liquidity Event. If SAFE holders electing cash cannot be paid in full alongside payments owed to other SAFEs and Cash-Out-electing convertible securities, available proceeds are applied pro rata among them, with the balance converting to Common Stock as above.
If there is a Dissolution Event before the termination of this SAFE, the Investor will be entitled to receive a portion of Proceeds equal to the Cash-Out Amount, subject to the priority set out in Section 1(d).
In a Liquidity Event or Dissolution Event, this SAFE (and the Class A Preferred Stock into which it converts) is intended to operate like standard 1× non-participating senior preferred stock. On the Company's capital, preferences rank: (i) junior to payment of outstanding indebtedness and creditor claims; (ii) Class A Preferred (this SAFE and the new money) senior, taking its 1× preference (or its as-converted value, if greater) first, and pro rata within the class if Proceeds are insufficient; (iii) Class B Preferred (the founder's holding company's $3.2M and one early investor's ~$1.6M of legacy cash) junior to Class A, 1× non-participating, pari passu within the class; and (iv) Common Stock and the founder's Founder Common last. The Company's Founder Common carries no liquidation preference and participates with Common Stock on an as-converted basis; it therefore ranks junior to this SAFE's Cash-Out Amount. Non-participating means each preferred takes the greater of its preference or its as-converted value, never both. A SAFE converted to Common Stock under Section 1(b)(ii) ranks with Common Stock.
This SAFE terminates (without relieving the Company of any obligation already accrued) upon the earlier of: (i) issuance of stock to the Investor under Section 1(a) or 1(b)(ii); or (ii) payment, or setting aside of payment, of amounts due to the Investor under Section 1(b)(i) or 1(c).
"Company Capitalization" is calculated as of immediately prior to the Equity Financing and (per the standard post-money convention) includes all shares of Capital Stock issued and outstanding and all outstanding Converting Securities (including this SAFE and all other SAFEs issued in the Offering); but excludes the new money raised in the Equity Financing. For the avoidance of doubt, the Company has no options, no option pool and no ESOP; its 14% phantom-equity plan is a cash-settled contractual arrangement that is not Capital Stock and is not included in Company Capitalization. (Illustration: on the Company's 10,000,000-share issued base, a $5,000,000 aggregate Purchase Amount converting at the $73,000,000 cap yields 735,294 shares — 6.85% post-conversion.)
"Discount Rate" means 85% — where it applies, the applicable price per share is multiplied by 85%, giving the Investor a 15% per-share discount; conversion is always at the lower of the Cap Price and the discounted price.
"Dissolution Event" means (i) a voluntary termination of operations of the Company; (ii) a general assignment for the benefit of the Company's creditors; or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.
"Equity Financing" means 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 at a fixed valuation, and in which the Company raises at least $1,000,000 in aggregate new-money proceeds (so that a smaller financing does not force conversion of this SAFE).
"Liquidity Event" means a Change of Control, a Direct Listing or an Initial Public Offering. "Liquidity Price," "Proceeds," "Change of Control," "Direct Listing" and "Initial Public Offering" have their customary meanings under the YC SAFE form.
"SAFE" means an instrument containing a future-equity right similar in form and content to this instrument. "SAFE Preferred Stock" means the shares of the Company's Class A Preferred Stock (a 1× non-participating, senior preferred) issued to the Investor in an Equity Financing, having identical rights to the Standard Preferred Stock other than the per-share economics referenced in Section 1(a). "Standard Preferred Stock" means the shares of Preferred Stock issued to the investors investing new money in the Equity Financing.
The Company represents to the Investor that: (a) it is a corporation duly organized and validly existing under the laws of the State of Nevada, with power and authority to own its properties and carry on its business, and the restated-articles amendment establishing the Class A and Class B Preferred is a condition precedent to any issuance hereunder; (b) this SAFE has been duly authorized, executed and delivered and constitutes its valid and binding obligation; (c) execution and performance do not violate its charter documents, material contracts, or applicable law; (d) no consents are required except routine securities filings (including Form D and state notice filings); and (e) it has delivered to the Investor, and the Investor has acknowledged in writing, the Company's Disclosure Memorandum describing the restructuring by which the Company acquired its assets, the related-party transactions with its founder, and the risk factors of an investment in the Company. To the Company's knowledge, it owns or possesses (or, as described in the Disclosure Memorandum, is in the process of completing the transfer of) sufficient rights to its intellectual property, subject in all respects to the chain-of-title status and risks disclosed in the Disclosure Memorandum.
The Investor represents that: (a) it has full power and authority to execute this SAFE, which is its valid and binding obligation; (b) it is an accredited investor as defined in Rule 501 of Regulation D, has completed the Company's Accredited Investor Questionnaire, and has furnished the information and documentation the Company requested in order to take reasonable steps to verify that status under Rule 506(c) — each of which the Investor acknowledges the Company is relying on — and will notify the Company promptly if that status changes before the date of this SAFE; (c) it is acquiring this SAFE for its own account, for investment and not with a view to distribution, and understands it must bear the economic risk of the investment indefinitely; (d) it has received and read the Disclosure Memorandum, has had the opportunity to ask questions of the Company, and is not relying on any historical revenue or operating results of the XPO Health / NES Health group of companies; and (e) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment.
(a) Amendment. This SAFE may be amended or waived only in writing signed by the Company and either (i) the Investor or (ii) the holders of a majority of the aggregate Purchase Amounts of all then-outstanding SAFEs in the Offering, provided a majority amendment applies equally to all such SAFEs.
(b) Notices. Any notice is given in writing to the addresses or e-mail addresses set out on the signature page (or as later updated in writing).
(c) No stockholder rights. The Investor is not a stockholder and has no voting, dividend or other stockholder rights until this SAFE converts.
(d) No interest. The Purchase Amount bears no interest; this SAFE is not a debt instrument and has no maturity date.
(e) Transfer restrictions. This SAFE and the underlying securities are subject to the Securities Act legend above; transfer only with Company consent, not to be unreasonably withheld for transfers to Investor affiliates or estate-planning vehicles.
(f) Tax treatment. The Company and the Investor intend to treat this SAFE consistently with its characterization as an equity interest (and not indebtedness) for U.S. federal income tax purposes, to the extent permitted by law. The Company makes no representation that any securities issued on conversion will constitute qualified small business stock under Section 1202.
(g) Governing law. This SAFE is governed by the laws of the State of Nevada, and the internal-affairs doctrine of the Nevada Revised Statutes applies to corporate matters.
(h) Entire agreement. This SAFE, together with the Disclosure Memorandum acknowledgment and any side letter between the Company and the Investor, constitutes the entire agreement between the parties concerning its subject matter.
(i) Severability. Any provision held invalid or unenforceable shall be modified to the minimum extent necessary to make it valid and enforceable, and the remainder shall continue in full force and effect.
By signing below, each party agrees to the terms of this Simple Agreement for Future Equity as of the Date of Issuance.
E4L, INC.
Name: Harry Massey · Title: Chairman & Chief Executive Officer
INVESTOR
Confidential. For accredited investors only. Securities offered under Rule 506(c) of Regulation D; accredited status is verified before any subscription is accepted. The corporate name will be conformed to the name on the Company's filed Nevada charter.
E4L, Inc. · Salt Lake City, Utah · harry.massey@e4l.com · © 2026