Legal Strategic Round Agreement

LEGAL STRATEGIC ROUND AGREEMENT

This Legal Strategic Round Agreement (the "Agreement") is made as of by and between Company Name: , an entity organized under the laws of , with principal place of business at (the "Company"), and Strategic Investor Name: , a resident or entity organized under the laws of , with principal place of business at (the "Investor").

RECITALS

WHEREAS, the Company desires to raise capital through a strategic financing round and to engage strategic advisors to assist with business development, market introductions, and other services described herein; and

WHEREAS, the Investor desires to purchase Securities of the Company on the terms set forth herein and, in consideration of such purchase, to provide strategic advisory services to the Company as described in this Agreement; and

WHEREAS, the parties intend that the transactions contemplated by this Agreement be memorialized by the issuance of the securities described below, subject to the conditions to closing set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1. "Securities" means the equity or convertible securities to be issued to the Investor pursuant to this Agreement, as specified in Section 2. For purposes of this Agreement, Securities shall include common stock, preferred stock, convertible notes, SAFEs, or any combination thereof as set forth in the Purchase Terms.

1.2. "Closing Date" means the date on which the purchase and issuance of the Securities is consummated, which shall occur on or before unless extended pursuant to this Agreement.

2. INVESTMENT AND PURCHASE TERMS

2.1. Purchase and Sale. Subject to the terms and conditions of this Agreement, on the Closing Date the Investor shall purchase and the Company shall issue and sell to the Investor Securities in the aggregate purchase amount of (US dollars) (the "Purchase Price").

2.2. Type of Securities. The Securities to be issued shall be: . The number of shares or conversion mechanics shall be determined in accordance with the Company’s capitalization and the definitive purchase documentation executed at Closing.

2.3. Purchase Price Allocation; Payment. The Investor shall deliver the Purchase Price to the Company at Closing by wire transfer or other customary means acceptable to the Company. The Purchase Price and issuance mechanics shall be set forth in the closing statements executed at Closing.

3. STRATEGIC SERVICES

3.1. Scope of Services. In consideration of the issuance of Securities, the Investor shall provide strategic advisory services to the Company including, without limitation, business development, introductions to potential partners and customers, fundraising assistance, and such other services as the parties may agree (the "Services"). A description of the initial scope of Services is set forth below.

3.2. Term; Time Commitment. The Services shall commence on the Closing Date and continue for a period of months, unless earlier terminated in accordance with Section 12. The Investor shall use commercially reasonable efforts to perform the Services during such period.

3.3. Compensation for Services. As partial consideration for the Services, the Investor shall receive the Securities described in Section 2. Any additional cash fees or reimbursement of expenses shall be as set forth in writing between the parties and shall be subject to the Company's prior written approval.

4. VESTING AND ISSUANCE

4.1. Issuance. The Securities issued in consideration of Services shall be subject to the vesting schedule and restrictions set forth in this Section 4 and in the applicable equity award or purchase agreement executed at Closing.

4.2. Vesting Schedule. The Securities shall vest according to the following schedule: . Vesting shall commence on (the "Vesting Commencement Date").

4.3. Acceleration. Any acceleration of vesting shall occur only as expressly provided in the applicable award agreement executed by the Company and the Investor.

5. BOARD, GOVERNANCE AND OBSERVER RIGHTS

5.1. Observer Rights. If the Investor is entitled to an observer seat pursuant to the terms of the Securities or as separately agreed, the Company shall permit one representative of the Investor to attend meetings of the board of directors in a non-voting observer capacity, subject to customary confidentiality obligations.

5.2. No Control. Except as expressly set forth in this Agreement or the Company’s organizational documents, the Investor shall not have any right to control the management of the Company solely by virtue of being a holder of the Securities or providing the Services.

6. CONFIDENTIALITY

6.1. Confidential Information. Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means any non-public information disclosed by a party that is identified as confidential or that by its nature should reasonably be understood to be confidential.

6.2. Non-Disclosure. The receiving party shall: (a) hold the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) use Confidential Information solely for the purposes of performing this Agreement.

6.3. Exceptions; Duration. Confidential Information shall not include information that is demonstrably (i) already known to the receiving party prior to disclosure, (ii) becomes part of the public domain other than through the receiving party’s breach, or (iii) is rightfully received from a third party not subject to an obligation of confidentiality. The obligations set forth in this Section 6 shall survive termination of this Agreement for a period of years.

7. REPRESENTATIONS AND WARRANTIES

7.1. Company Representations. The Company hereby represents and warrants to the Investor that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth above and has the corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (b) the execution, delivery and performance of this Agreement and the issuance of the Securities have been duly authorized by all necessary corporate action; and (c) to the Company's knowledge, there is no pending litigation or governmental proceeding that would reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated by this Agreement.

7.2. Investor Representations. The Investor represents and warrants that: (a) it has full power and authority to execute and deliver this Agreement and perform its obligations hereunder; (b) if an entity, it is duly organized and in good standing in its jurisdiction of formation; and (c) it is acquiring the Securities for investment purposes and not with a view to the public distribution thereof.

8. COVENANTS

8.1. Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably required to carry out the provisions and purposes of this Agreement.

8.2. No Conflicting Agreements. Each party covenants that it has not and will not enter into any agreement or arrangement that would conflict with or materially impair its ability to satisfy its obligations under this Agreement.

9. INDEMNIFICATION

9.1. Mutual Indemnification. Each party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates and their respective officers, directors, employees and agents (each an "Indemnified Party") from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of such Indemnifying Party's representations, warranties or covenants contained in this Agreement.

9.2. Procedure. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which indemnity is sought. The Indemnifying Party shall have control of the defense and settlement of such claim, provided that the Indemnified Party may participate in such defense at its own expense and shall not consent to any settlement that imposes any obligation on the Indemnified Party without the Indemnified Party’s prior written consent.

10. FEES AND EXPENSES

10.1. Transaction Expenses. Except as otherwise provided in a separate fee agreement, each party shall bear its own fees and expenses (including legal fees) incurred in connection with the negotiation and consummation of the transactions contemplated by this Agreement.

11. CONDITIONS TO CLOSING

11.1. Conditions to Each Party's Obligations. The respective obligations of the parties hereunder to consummate the Closing are subject to the satisfaction or waiver by the party for whose benefit the condition exists of customary conditions, including: (a) the accuracy of the other party's representations and warranties as of the Closing Date; (b) the performance by the other party of its covenants and agreements; and (c) receipt of any necessary corporate approvals.

12. TERMINATION

12.1. Termination Events. This Agreement may be terminated prior to the Closing by mutual written consent of the parties or by either party if the Closing has not occurred by the Closing Date and the failure to close is not the result of such party's material breach.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement, together with the definitive transaction documents executed at Closing, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to such subject matter.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

16. NOTICES

All notices, demands, consents or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or such other address as a party may designate by notice to the other party.

17. AMENDMENTS; WAIVER; COUNTERPARTS

17.1. Amendments and Waiver. No amendment to any provision of this Agreement shall be effective unless in writing signed by both parties. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.

17.2. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed to be original signatures for all purposes.

18. MISCELLANEOUS

18.1. Survival. All representations, warranties, indemnities and covenants of the parties that by their terms survive the Closing shall survive the termination or expiration of this Agreement for the period specified herein or, if no period is specified, for a period of three (3) years.

18.2. Relationship of Parties. The parties are independent contractors and nothing in this Agreement shall be deemed to create any partnership, joint venture, fiduciary relationship or employment relationship between the parties.

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