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Stock Investment

Investment
This Stock Purchase Agreement (the "Agreement") is made as of (Month Day, Year) , by and between (the "Investor") and Scinovia Corp., a Wyoming C-Corp, becoming Viewflow Medical (the "Company").

Investment Amount (USD): $ ($ x shares)

The Company shall issue to the Investor shares of non-voting common stock (the "Initial Shares") equal to the Investment Amount divided by $2.00 per share (implying a $64M valuation). In the event of a Qualified Financing (defined as an equity financing raising at least $10M in new capital), if the pre-money valuation (the "QF Valuation") is less than $80M (calculated as $64M / 0.8 to reflect breakeven with the 80% conversion discount in existing SAFE agreements), the Company shall issue additional shares (the "Adjustment Shares") to the Investor without further consideration. The number of Adjustment Shares shall equal the difference between (i) the number of shares the Investment Amount would purchase at 80% of the per-share price in the Qualified Financing and (ii) the Initial Shares, ensuring parity with SAFE investors. No adjustment shall occur if the QF Valuation is $80M or higher. Adjustment Shares shall be issued promptly after the Qualified Financing, and this adjustment right terminates upon the first Qualified Financing or if none occurs within 24 months from the date hereof.
Company Representations
The Company represents that:
(a) It is a corporation duly organized, validly existing, and in good standing under Wyoming law, with headquarters in North Carolina, and has authority to conduct its business and issue securities.
(b) This Agreement is a valid and binding obligation, enforceable per its terms, subject to bankruptcy, insolvency, or similar laws.
(c) Execution and performance of this Agreement do not violate the Company’s governing documents, applicable laws, or any binding judgments.
Investor Representations
The Investor represents that:
(a) They have reviewed the Private Placement Memorandum (PPM), Subscription Agreement, and other provided documents, relying solely on these and their own investigation.
(b) They understand the high risk of the investment, have financial capacity to bear a total loss, and require no liquidity.
(c) They are an accredited investor or one of up to 35 non-accredited investors under SEC Regulation D, Rule 506(b), and purchase the shares for investment purposes only, not for resale.
(d) They acknowledge the shares are not registered under the Securities Act of 1933, are subject to transfer restrictions, and may not be sold unless registered or exempt.
No Rights Until Issuance
Until shares are issued, the Investor has no stockholder rights, including no voting, information, or participation rights. The Company, led by founder Jim Sund, retains full control over operations and use of proceeds. Shareholders will be updated after significant milestones.
Termination
This Agreement terminates upon (i) issuance of all Initial and Adjustment Shares, or (ii) dissolution of the Company, with investors receiving a pro-rata share of remaining assets after debts, subordinate to founder-held equity.
Governing Law and Jurisdiction
This Agreement is governed by Wyoming law, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wake County, North Carolina, for any actions or proceedings arising out of or related to this Agreement.
Entire Agreement; Amendments
This Agreement is the entire understanding between the parties, superseding prior agreements. Amendments must be in writing and signed by both parties, but the Company may amend unilaterally if in its best interest, subject to notice.
Severability; Waiver
If any provision is invalid, the remainder remains effective. No waiver is effective unless in writing and signed by the waiving party.
Notices

Notices shall be in writing, with email as the primary method via email to shareholder@viewflowmedical.com (or the Investor's provided email address), or secondarily via mail to the addresses provided. For clarity, email constitutes a valid form of "writing" under this Agreement, including for amendments (Section 7) and waivers (Section 8). Notices are effective upon receipt or five days after certified mailing.
Counterparts
This Agreement may be executed in counterparts, including electronically, each deemed an original.

Private Placement Memorandum (PPM)
This Private Placement Memorandum (PPM) provides disclosures for the stock investment in Viewflow Medical, Corp. (the "Company"), offered under SEC Regulation D, Rule 506(b). The offering aims to raise capital to develop and commercialize the Company’s AI-driven blood flow visualization device, with proceeds used for product development, regulatory approvals, and operational expenses, at the discretion of management led by founder Jim Sund. This PPM is confidential and intended solely for accredited investors or up to 35 non-accredited investors; it may not be reproduced or distributed without Company consent.

Risk Factors
This investment is speculative, illiquid, and suitable only for those who can afford total loss. The Company is pre-revenue, projects losses for at least three years, and may require additional capital, potentially diluting shareholders. Operations depend on founder Jim Sund, and loss of key personnel could harm the Company. The product requires regulatory clearance, and delays or denials could increase costs. The $3-4B market is competitive, with established players like Stryker, GE Voluson E8, and ActivSurgical. Intellectual property risks include unenforceable patents or infringement claims. The adjustment provision for additional shares in a low-valuation Qualified Financing may dilute existing shareholders and increase outstanding shares. No dividends are anticipated, and shares are restricted under SEC Rule 506(b). Economic, regulatory, or operational risks may impact outcomes.

Forward-Looking Statements
This PPM contains forward-looking statements based on assumptions (e.g., market growth, regulatory outcomes) that may differ materially from actual results. The Company undertakes no obligation to update these statements. Investors should consult legal, tax, or financial advisors, as this PPM is not advice.

For questions, contact: shareholder@viewflowmedical.com.

Review Information

Investment Amount (USD):
$ ($ x shares)