C5M SAFE (Simple Agreement for Future Equity)

Last revised January 16, 2025

This Simple Agreement for Future Equity ("SAFE") is entered into as of [Date], by and between Continent 5 Media Group, Inc. ("C5M" or the "Company"), a [State of Incorporation] corporation, and the ("Investor").

1. Investment Amount The Investor agrees to invest $____________________ in the Company (the "Purchase Amount") in exchange for the rights described in this SAFE.
2. Conversion Terms
   1. Valuation Cap: $10,000,000.00
      • The Investor’s SAFE will convert into equity at the next equity financing round, subject to the valuation cap of $10,000,000.
   2. Discount Rate: 20%
      • The Investor will receive a 20% discount on the price per share determined in the next equity financing round.
   3. Conversion Event:
      • The SAFE will convert into equity upon the occurrence of either:
        • a) A Qualified Equity Financing ("QEF"), defined as the Company’s issuance of common stock in a financing event.
        • b) A Liquidity Event, including a merger, acquisition, or sale of substantially all of the Company’s assets.
3. Proceeds on Liquidity Event If there is a Liquidity Event before this SAFE converts, the Investor will receive a payment equal to the greater of: a) The Purchase Amount, or b) The amount payable had the SAFE converted immediately prior to the Liquidity Event.
4. Dividend Policy The Company’s dividend policy is as follows:
   • No dividends will be issued in the first year of operation.
   • Beginning in the second year, 10% of distributable profits will be distributed as dividends proportionally to shareholders based on their ownership percentages.
5. Company Representations The Company represents and warrants:
   • It is duly incorporated and in good standing under the laws of Delaware.
   • This SAFE has been duly authorized, executed, and delivered by the Company.
   • The Company has only issued common shares and does not have preferred shares.
6. Investor Representations The Investor represents and warrants:
   • They have full legal capacity and authority to execute and deliver this SAFE.
   • They are investing solely for their own account and not with a view to distribute.
7. No Voting or Control Rights: The SAFE does not provide the Investor with any voting rights, board seats, or control over Company operations until it converts into equity.
8. Amendments and Waivers: Any amendment or waiver of this SAFE must be in writing and signed by both the Company and the Investor.
9. Governing Law: This SAFE will be governed by and construed in accordance with the laws of the State of [State].
10. Miscellaneous
    • The Investor acknowledges the speculative nature of this investment and that there is no guarantee of a return on the Purchase Amount.
    • This SAFE constitutes the entire agreement between the parties concerning its subject matter.

IN WITNESS WHEREOF, the parties have executed this SAFE as of the date first written above.

Date: __________________

Continent 5 Media Group, Inc. By: ___________________________

Name: Michael Schulze

Title: CEO

Date: __________________

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