# SAFE INVESTMENT AGREEMENT
Date: 14 March 2029
Parties: Lumen Orchard Ltd and Harriet Cole
## 1. Parties and purpose
Lumen Orchard Ltd (Company No. 14902866), of 4 Foundry Court, Bristol BS2 0RL, issues this UK-adapted Simple Agreement for Future Equity to Harriet Cole of 19 Willow Bank, Bath BA1 3RT. Harriet pays £60,000 by CHAPS on signing; Lumen acknowledges receipt.
## 2. Scope, price and subject
This instrument is a contractual right to receive shares only on the events below. It is not a loan, carries no interest or maturity date, and does not itself allot shares, create a charge or give Harriet shareholder voting rights. The board and shareholders must complete every Companies Act 2006 authority and allotment step when conversion occurs.
## 3. Operating duties
On a Qualified Financing of at least £500,000 gross, Harriet converts immediately before or at that financing into the same class issued to the lead investors. The Conversion Price is the lower of the price at a £2,400,000 pre-money valuation cap calculated on the agreed fully diluted cap table and 80% of the financing price.
## 4. Compliance, records and controls
A sale of more than 50% of Lumen, a sale of substantially all assets, winding-up or insolvency is a Dissolution Event. Harriet receives the greater of her £60,000 Purchase Amount or the amount she would receive on an as-converted basis, before ordinary shareholders and pari passu with other SAFE holders.
## 5. Term, ending and remedies
Harriet may participate pro rata in the Qualified Financing, calculated after conversion, if she gives written notice within five Business Days of Lumen’s ten-day financing notice. The right is personal and cannot be transferred without Lumen’s consent. There is no MFN right and no automatic conversion merely because time passes.
## 6. Liability and reservations
Lumen represents that it has authority and that the cap table supplied is accurate in all material respects. It will use the funds for product development and UK hiring, provide quarterly updates, and notify Harriet of a financing or Dissolution Event. Any EIS or SEIS treatment requires separate HMRC and investor eligibility analysis; this SAFE does not promise tax relief.
## 7. Governing law and signatures
English law governs and the courts of England and Wales have exclusive jurisdiction. Lumen’s director Amina Yusuf and Harriet sign on 14 March 2029. Both parties acknowledge that a solicitor should check Companies Act authority, financial-promotion issues and whether a UK equity subscription or loan instrument is more suitable.