ZOLYXO POST-MONEY SAFE (Simple Agreement for Future Equity)

EFFECTIVE DATE: [Date when the system automatically records the successfully completed process: payment + mutual electronic signature]

PARTIES:
This Simple Agreement for Future Equity (the "Agreement" or "SAFE") is entered into on the Effective Date between:
(1) VOXTRANSCRIBE LLC, a Delaware limited liability company, with its registered office at 16192 Coastal Hwy, Lewes, DE 19958, United States of America, e-mail: support@voxtranscribe.com (the "Company");
and
(2) The INVESTOR, whose details are provided at the end of this Agreement (the "Investor").

RECITALS
(A) WHEREAS, the Company develops and operates the Zolyxo application;
(B) WHEREAS, the Investor wishes to invest in the Company by acquiring the right to future shares under the terms of this SAFE agreement;
(C) WHEREAS, the Company has an established user incentive program named the "Zolyxo Token Program" (the "Token Program"), which grants Token holders certain rights to a payout in the event of a Liquidity Event, the terms and payout priority of which are fully known to the Investor;
(D) WHEREAS, the Investor acknowledges the existence of the Token Program and accepts that the rights acquired under this Agreement are subordinate to the Company's obligations arising from the Token Program, as further detailed in this Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. GENERAL PROVISIONS
1.1. Definitions
(a) "SAFE" or "Agreement" means this Simple Agreement for Future Equity in its post-money form.
(b) "Purchase Amount" means the investment amount paid by the Investor to the Company, which must be in the range of 10 USD (Ten US Dollars) to 10,000 USD (Ten Thousand US Dollars). The Company is not obligated to accept or convert amounts outside this defined range. Payments outside the specified range will be considered invalid and will be returned to the Investor, with the Company not being responsible for transaction costs.
(c) "Post-Money Valuation Cap" means the post-investment valuation of the Company, fixed at 3,000,000 USD (Three Million US Dollars).
(d) "Total Cap" means the total target amount to be raised through SAFE agreements, in the amount of 750,000 USD (Seven Hundred Fifty Thousand US Dollars), distributed in three (3) tranches of 250,000 USD (Two Hundred Fifty Thousand US Dollars) each.
(e) "Qualifying Financing" means an issuance of shares resulting in gross proceeds to the Company of at least 500,000 USD (Five Hundred Thousand US Dollars) or more, and which includes one or more professional institutional investors (such as venture capital funds or recognized angel groups), or any other financing round that the Company, at its discretion, declares in writing to be a 'Qualifying Financing'.
(f) "Safe Price" means the price per share at which the Purchase Amount is converted into Company shares, calculated as the Post-Money Valuation Cap divided by the Company Capitalization.
(g) "Company Capitalization" means the total number of issued and outstanding shares of the Company on a fully-diluted basis immediately prior to the closing of the Qualifying Financing. It includes, but is not limited to: (i) all issued common shares; (ii) all issued preferred shares; (iii) all shares issuable upon the conversion of all convertible securities (including all SAFE agreements); (iv) all shares issuable upon the exercise of all options and warrants (including shares reserved for an ESOP); and (v) all other shares issuable under any other right. The Company's calculation of the Company Capitalization shall be deemed final and binding.
(h) "Token Program" means the Company's obligation arising from the "USER PARTICIPATION AGREEMENT IN THE FUTURE VALUE OF THE APPLICATION (“ZOLYXO TOKEN PROGRAM”)", which obligation, pursuant to Article 4 of this Agreement, has payout priority over the rights of the Investor in a Liquidity Event.
(i) "Converting Securities" means all convertible securities.
(j) "Change of Control" means the transfer of ownership of more than 50% of the voting rights in the Company or a merger in which the Company is not the surviving entity.
(k) "Liquidity Event" means a Change of Control, an initial public offering (IPO), or a direct listing on a stock exchange.
(l) "Dissolution Event" means the liquidation, bankruptcy, or cessation of the Company's business.
(m) "Liquidation Capitalization" means the total number of the Company's shares and Converting Securities immediately prior to the occurrence of a Liquidity Event.
(n) "Liquidity Price" means the price calculated as the Post-Money Valuation Cap divided by the Liquidation Capitalization.
(o) "Proceeds" means the funds realized from a Liquidity Event or a Dissolution Event.
(p) "Notice" means a notice as defined in Article 19.
(q) "Force Majeure" means any event beyond a Party's reasonable control (war, natural disasters, pandemics, cyber-attacks, etc.) that prevents the performance of its obligations.
1.2. Interpretation. Headings are indicative. If any provision is declared invalid by a competent court in Delaware, it shall be reformed to achieve the original intent, while the remainder of the Agreement shall remain in effect.

2. OFFERING AND TRANCHE LIMITATIONS
2.1. The Total Cap of 750,000 USD is distributed in three (3) tranches of 250,000 USD each under the same terms.
2.2. Each tranche is opened upon the achievement of milestones defined by the Company. The Company retains reasonable discretion in determining and announcing said milestones. Any delays do not constitute a breach of this Agreement.
2.3. After the Total Cap is raised, the Company will not accept further investments under the terms of this SAFE instrument.
2.4. The offering is intended exclusively for investors who are not 'U.S. persons' (as defined under Regulation S) and who are not residents of sanctioned countries.
2.5. The Investor warrants that they are not a 'U.S. person', do not have U.S. citizenship or residency (Green Card), are not a resident of the USA, are not on any list of sanctioned entities, and are not a citizen of a sanctioned country. Misrepresentation is a material breach of this Agreement.
2.6. The Company uses technical measures (geoblocking, Stripe) to restrict payments from the USA and sanctioned jurisdictions. The Investor is solely responsible for the accuracy of their representations.

3. CONVERSION OF THE SAFE
3.1. Upon the occurrence of a Qualifying Financing, this SAFE will automatically convert into common shares at the Safe Price. The Investor cannot refuse the conversion.
3.2. All shares issued upon conversion will be fully paid. The Investor agrees that the shares will be subject to the Company's Articles of Association and bylaws.
3.3. This SAFE remains in effect until a Qualifying Financing or a Liquidity Event.
3.4. The Parties may agree for the conversion to be executed as part of a priced round, governed by a separate term sheet. If an agreement is not reached within a reasonable time (30 days), the conversion will automatically be executed according to the original terms of this Agreement.

4. PREFERENCES IN A LIQUIDITY EVENT AND DISSOLUTION EVENT
4.1. If a Liquidity Event or Dissolution Event occurs before the conversion of this SAFE into shares, the Investor has the right to a return of their Purchase Amount, subject to the order of payment defined below.
4.2. Distribution Waterfall: In the event of a Liquidity Event or Dissolution Event, the funds realized from the transaction (the "Proceeds") shall be distributed according to the following, strictly defined order of priority:
(a) First, payment of all due liabilities to the Company's creditors (e.g., bank loans, suppliers), excluding obligations to holders under the Token Program and SAFE agreements.
(b) Second, payment of the entire amount defined as the "Total Payout Pool" to the Token holders, in accordance with the terms of the Token Program.
(c) Third, payment to the holders of SAFE agreements (including this Investor) up to the amount of their Purchase Amounts.
(d) Fourth, the remaining funds shall be distributed to the holders of the Company's shares according to their respective stakes.

5. REPRESENTATIONS AND WARRANTIES
5.1. Company's Representations and Warranties: The Company warrants that it is duly organized under the laws of the State of Delaware, that it has the authority to enter into this Agreement, and that the Purchase Amount will be used for general corporate purposes.
5.2. Investor's Representations and Warranties: The Investor warrants that: (a) they are an informed investor capable of assessing the risks; (b) they understand the risk of a total loss of funds; (c) they understand that the SAFE is not a share and that the return is limited; (d) they are aware of the relevant laws; (e) they have made an independent decision to invest; (f) they have the authority to enter into this Agreement.

6. CONVERSION TERM
This SAFE has no expiration date and remains valid until the occurrence of a Qualifying Financing or a Liquidity Event.

7. PRO RATA RIGHT AND MOST FAVORED NATION (MFN) CLAUSE
7.1. Pro Rata Right: After conversion into shares, the Investor has the right to participate in future financing rounds to maintain their ownership percentage.
7.2. Most Favored Nation (MFN) Clause: If, after this Agreement, the Company issues another SAFE with materially more favorable terms, the Investor has the right to amend their Agreement to include those same terms.

8. DISCOUNT RATE
There is no discount. The conversion is carried out exclusively at the Safe Price calculated based on the Post-Money Valuation Cap.

9. ASSIGNMENT AND WAIVER
9.1. Assignment: The Investor's rights are not transferable without the prior written consent of the Company, except in exceptional cases (heirs, trusts for the benefit of the Investor).
9.2. Waiver: Any waiver of rights must be in writing.

10. CONFIDENTIALITY
10.1. The Investor undertakes to keep all information about the Company's business confidential for a period of seven (7) years.
10.2. For "Highly Confidential Information" (source code, algorithms, trade secrets), the confidentiality obligation is perpetual.
10.3. The obligation does not apply to information that is publicly available, lawfully known beforehand, independently developed, or must be disclosed by law.

11. LIMITATION OF LIABILITY AND INSURANCE
The Company's total liability to the Investor shall in no event exceed the Purchase Amount. The Company is not liable for indirect or consequential damages.

12. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of Delaware, USA. All disputes shall be resolved exclusively before the competent courts of the State of Delaware.

13. AMENDMENTS AND WAIVERS
All amendments to the Agreement must be in writing and signed by both Parties.

14. ENTIRE AGREEMENT
This Agreement, together with the Company's Articles of Association and internal regulations, constitutes the entire agreement between the Parties.

15. ANTI-MONEY LAUNDERING (AML/CTF) AND SOURCE OF FUNDS
15.1. The Investor warrants that the funds for the Purchase Amount were obtained from legitimate sources and are not connected with illegal activities.
15.2. The Investor agrees to cooperate in all KYC/CDD processes. In case of suspicion, the Company has the right to suspend transactions or return the funds.

16. PROHIBITION OF ASSIGNMENT OF RIGHTS
The rights and obligations under this Agreement are personal to the Investor. Any attempt at unauthorized transfer shall be deemed null and void and will constitute a material breach of this Agreement, giving the Company the right to terminate in accordance with Article 21.

17. SANCTIONS REGIMES
The Investor warrants that they are not on any list of sanctioned persons. A breach of this warranty will be considered a material breach of the Agreement and gives the Company the right to terminate in accordance with Article 21.

18. ADDITIONAL REPRESENTATIONS OF THE INVESTOR
The Investor warrants that they have full legal capacity, that there are no significant legal proceedings against them, and that they are solvent.

19. NOTICE REQUIREMENTS
19.1. All notices must be in writing and sent to the e-mail address registered by the Investor.
19.2. For "Critical Notices" (regarding conversion, liquidation, termination), the notice will be sent by e-mail AND published on the Investor's user account.
19.3. The Investor is solely responsible for keeping their contact information up-to-date.

20. INDEMNIFICATION
The Investor agrees to indemnify the Company for all losses, damages, and costs arising from a breach of this Agreement by the Investor, a false representation, or illegal activities.

21. TERMINATION FOR BREACH OF PROTECTIVE CLAUSES
In the event the Investor provides inaccurate information or materially breaches any of their obligations and warranties set forth in Articles 15, 16, 17, or 18, the Company has the right to terminate this Agreement by sending written notice to the Investor. In the event of such termination, the Agreement shall cease to be effective, and the Company's obligation is to return the original Purchase Amount to the Investor, after which the Investor shall have no further rights or claims against the Company.

22. AUDIT TRAIL AND TRANSACTION RECORDS
22.1. The Company maintains an immutable digital Audit Trail of every transaction related to the Investor.
22.2. Each record includes a timestamp, Investor ID, description of the action, and technical data.
22.3. The Audit Trail is stored in a secure digital repository.
22.4. In the event of a dispute, the Audit Trail serves as proof of the implementation of all procedures.
22.5. The Audit Trail is kept for at least ten (10) years.
22.6. The Investor agrees that excerpts from the Audit Trail in any legal proceeding will be considered credible and authoritative evidence of all recorded actions, except in the case of a proven technical malfunction of the system.

23. VALIDITY OF ELECTRONIC SIGNATURES
The Parties confirm that an electronic signature has the same legal force as a handwritten signature, in accordance with applicable laws (ESIGN Act, UETA).

IN WITNESS WHEREOF, the Parties have executed this Simple Agreement for Future Equity on the Effective Date.
FOR THE COMPANY: VoxTranscribe LLC
By: ______________________ Name: ______________________ Title: ______________________
FOR THE INVESTOR: Electronically signed via the Zolyxo platform
Investor's Name and Surname: [Automatically populated from KYC data] Unique Investor ID: [Automatically populated from the system]

APPENDICES
INVESTOR DATA
Purchase Amount: __________ USD (in the range of 10 USD to 10,000 USD)
Post-Money Valuation Cap: 3,000,000 USD
Total Cap: 750,000 USD (3 × 250,000 USD)

EXPLANATION OF THE AGREEMENT IN PLAIN LANGUAGE
(This explanation is for informational purposes only and is not legally binding. In case of any inconsistency, the provisions of the Agreement shall prevail.)
This agreement (SAFE) allows you to invest money in a startup today in exchange for the right to receive shares in the future. This happens when the company conducts a "major" financing round or in the event of a company sale (Liquidity Event).
Key Concepts:
Post-Money Valuation Cap of 3,000,000 USD: This is a protective mechanism for you as an investor. It sets the maximum valuation at which your investment will convert into shares.
Priority of the Token Program: As stated in the Agreement, the company is obligated to first pay out 9% of the total sale price to users from the "Token Program." Only after that payout is the remaining value distributed among investors and owners.
How is your stake calculated? (Example)
Your stake is calculated based on the valuation cap, regardless of the Token Program. If you invest 10,000 USD, and the company raises a total of 750,000 USD through SAFE agreements with a cap of 3,000,000 USD, your investment gives you the right to approximately 0.3333% of the company.
How much can I earn? (UPDATED examples of potential returns)
To illustrate how your investment can generate a return, let's apply your 0.3333% stake to the amount that remains AFTER the Token Program payout.
Scenario 1: Sale for 10,000,000 USD
1. Token Program Payout (9%): 10,000,000 USD x 9% = 900,000 USD
2. Amount for Distribution: 10,000,000 USD - 900,000 USD = 9,100,000 USD
3. Value of Your Stake: 9,100,000 USD x 0.003333 ≈ 30,330 USD
4. Net Earnings: 30,330 USD - 10,000 USD = 20,330 USD
Scenario 2: Sale for 30,000,000 USD
1. Token Program Payout (9%): 30,000,000 USD x 9% = 2,700,000 USD
2. Amount for Distribution: 30,000,000 USD - 2,700,000 USD = 27,300,000 USD
3. Value of Your Stake: 27,300,000 USD x 0.003333 ≈ 90,990 USD
4. Net Earnings: 90,990 USD - 10,000 USD = 80,990 USD
Scenario 3: Sale for 75,000,000 USD
1. Token Program Payout (9%): 75,000,000 USD x 9% = 6,750,000 USD
2. Amount for Distribution: 75,000,000 USD - 6,750,000 USD = 68,250,000 USD
3. Value of Your Stake: 68,250,000 USD x 0.003333 ≈ 227,475 USD
4. Net Earnings: 227,475 USD - 10,000 USD = 217,475 USD
Important Note: These are purely hypothetical examples. Investing in startups carries a high risk, and there is no guarantee that a company sale will occur or that a return will be realized. These examples serve to transparently show how the obligation to the Token Program affects the final payout.