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E4LInc.
Investor Side Letter
Execution Copy · 2026
Confidential

Investor Side Letter

Standard information rights for every investor, plus two optional protections — a pro-rata right and an IP-vesting repayment covenant — each independently electable.

How this works. This side letter offers two protections in addition to the SAFE. Each section is optional and independent: you may elect one, both, or neither by initialing the elections at the end. Neither protection is required to invest.
Condition precedent. This instrument may not be executed, and no securities may be issued, until the Company's restated-articles charter amendment (establishing the share classes described herein) is filed and effective with the Nevada Secretary of State.

Date:  , 2026
To:   (the "Investor")
Re: SAFE dated  , 2026 — Purchase Amount $  (the "SAFE")

In consideration of the Investor's purchase of the SAFE from E4L, Inc., a Nevada corporation (the "Company"), the Company agrees as follows. Capitalized terms not defined here have the meanings given in the SAFE.

1. IP-Vesting Covenant and Repayment Election (optional — see elections)

(a) The covenant. The Company shall use commercially reasonable efforts to ensure that, no later than six (6) months after the first closing of the Company's current SAFE offering (the "Vesting Deadline"), the Transferred IP is Securely Vested in the Company.

Why six months is ample. The contributed intellectual property is assigned to the Company immediately at closing under the Immediate IP Assignment (the instrument vesting the contributed IP in the Company at completion; see the Data Room). Because legal and beneficial title passes at closing rather than at the end of a lengthy wind-down, a six-month window is more than enough to confirm the assignment is complete and unchallenged.

(b) Definitions. "Transferred IP" means the intellectual property and related assets contributed to or acquired by the Company as described in Sections 2 and 3 of the Company's Disclosure Memorandum: the infoceutical intellectual property (including the underlying information map), the BWS software, the customer base, and the intellectual property held within NES Health LLC (including miHealth 2 and the FIELD platform) and Energy4Life LLC (including GEM) as subsidiaries of the Company. "Securely Vested" means that (i) all assignments, contributions and transfers necessary to vest legal and beneficial ownership of the Transferred IP in the Company (or its wholly owned subsidiaries) — including the Immediate IP Assignment — have been executed and completed; and (ii) the Transferred IP is free of challenge, meaning no claim, demand or proceeding by any liquidator, creditor, former shareholder or other third party seeking to unwind, void or assert an interest in any material part of the Transferred IP has been asserted in writing and remains unresolved. For the avoidance of doubt, the mere fact that the solvent wind-down of the legacy UK company has not concluded does not by itself prevent the Transferred IP from being Securely Vested.

(c) Certificate. Within 30 days after the Vesting Deadline, the Company shall deliver to the Investor a certificate of an officer stating either (i) that the Transferred IP is Securely Vested, with brief supporting detail, or (ii) that it is not, and why.

(d) Repayment election. If the Transferred IP is not Securely Vested by the Vesting Deadline, the Investor may, by written notice to the Company within 60 days of the earlier of (x) receipt of the certificate and (y) the date the certificate was due, elect repayment of the Purchase Amount (without interest). Upon payment in full, the SAFE terminates. If the Company's funds legally available for repayment are insufficient to pay all electing investors holding equivalent rights, the Company shall pay them pro rata and pay the balance as soon as funds are legally available, subject to applicable Nevada distribution limits.

(e) Lapse. This Section 1 terminates upon the earliest of: (i) the Transferred IP becoming Securely Vested (if no election is then outstanding); (ii) conversion or termination of the SAFE in accordance with its terms; and (iii) the Investor's failure to elect within the 60-day window in (d).

2. Pro-Rata Right (optional — see elections)

If the SAFE converts in an Equity Financing, the Company will offer the Investor the right to purchase, on the same terms as other investors in that Equity Financing, up to that number of securities that enables the Investor to maintain the percentage of the Company's capitalization represented (on conversion) by the SAFE, calculated consistently with the pro-rata side-letter convention customarily used with post-money SAFEs. This right applies to the first Equity Financing only, is personal to the Investor, and is not transferable except to affiliates.

3. Information Rights (standard — applies to every Investor; not an election)

For so long as the SAFE remains outstanding, the Company shall provide the Investor with information rights only: (a) periodic financial updates on the Company's operating and financial performance; and (b) the Company's bi-annual (every six (6) months) investor report. For the avoidance of doubt, these are information rights only: they confer no board seat, no board-observer right, no voting right and no consent or approval right over any matter. The Company may withhold or condition disclosure of material non-public information as reasonably necessary, including under an obligation of confidentiality.

4. Miscellaneous

This letter is personal to the Investor and confidential; it may not be assigned (except to an affiliate transferee of the SAFE permitted under the SAFE), amends nothing in the SAFE except as stated, and terminates in full when the SAFE terminates (except for an accrued repayment obligation under Section 1(d)). Governing law and forum are as set out in the SAFE (Nevada).

Elections — initial each choice.

Section 1 (IP-Vesting Covenant / Repayment Election) — included. Vesting Deadline: six (6) months after first closing.
Section 1 — excluded (struck in full).
Section 2 (Pro-Rata Right) — included.
Section 2 — excluded (struck in full).

Company initials:      Investor initials:  

E4L, INC.

Signature
Date

Name: Harry Massey  ·  Title: Chairman & Chief Executive Officer

AGREED AND ACCEPTED — INVESTOR

Signature
Date
Print name of Investor
Name & title of signatory (if entity)

Confidential. For accredited investors only. Sales are made only to investors whose accredited status has been verified. This side letter supplements, and is read together with, the SAFE and the Disclosure Memorandum. 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