Contract analysis

1. Note Purchase Agreement (the "NPA"), by and among the Company and the Purchasers, providing for the issuance and sale of Notes in the aggregate principal amount of $60,000,000, on the terms and conditions set forth therein;

2. Form of Convertible Promissory Note (attached as Exhibit A to the NPA), in the principal amount of each Purchaser's respective commitment, bearing interest at the rate of 6.00% per annum (simple interest, calculated on a 365-day year basis), maturing twenty-four (24) months from the applicable Closing Date, and convertible into equity securities upon a Qualified Financing at the conversion price described in the r

3. Schedule of Purchasers (attached as Schedule 1 to the NPA), setting forth the name, address, commitment amount, and closing tranche allocation of each Purchaser;

4. Company Disclosure Schedule to the NPA, setting forth the exceptions and qualifications to the Company's representations and warranties contained in the NPA;

5. Subordination Agreement, by and among Kelvantis Lending Corp., the Purchasers, and the Company, subordinating the Notes and all obligations thereunder to the Company's existing obligations under the Kelvantis Loan Agreement;

6. Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of the Closing Date, among the Company and the parties thereto, adding the Purchasers as parties thereto and granting the Purchasers information rights and pro rata participation rights as set forth therein;

7. Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of the Closing Date, among the Company and the parties thereto, adding the Purchasers as parties thereto;

8. Escrow Agreement, by and among the Company, the Purchasers, and Granite Trust Company, N.A., as Escrow Agent, governing the deposit, holding, and release of closing funds in connection with the Bridge Financing;

9. Such Joinder Agreements as may be necessary or appropriate for Purchasers participating in the Final Closing to become parties to the NPA and the other Transaction Documents; and

10. All certificates, instruments, and other documents contemplated by or required to be delivered pursuant to the Transaction Documents in connection with the Initial Closing and the Final Closing. Resolution 2: Authorization of Issuance of Notes RESOLVED, that the Company is hereby authorized to issue convertible promissory notes to the Purchasers, in the aggregate principal amount of up to $60,000,000, bearing int

1. An Officer's Certificate certifying the accuracy of the Company's representations and warranties contained in the NPA and the other Transaction Documents as of the applicable closing date, and certifying the satisfaction of the conditions to closing set forth in the NPA;

2. An Officer's Certificate regarding the intended use of proceeds from the Bridge Financing, confirming that such proceeds will be used for general corporate purposes, including working capital and continued product development;

3. A Secretary's Certificate (or certificate of the General Counsel acting in such capacity) certifying: (a) the Company's Amended and Restated Certificate of Incorporation, as in effect as of the applicable closing date; (b) the Company's Amended and Restated Bylaws, as in effect as of the applicable closing date; (c) this Unanimous Written Consent of the Board of Directors; and (d) the incumbency and signature auth

4. Wire transfer instructions and escrow release instructions to the Escrow Agent, directing the release of closing funds from Escrow Account No. 4401-7829-SBF to the Company's designated operating account upon satisfaction of the applicable closing conditions;

5. The Company Disclosure Schedule to the NPA, setting forth the exceptions and qualifications to the Company's representations and warranties, in such form as shall be approved by the Authorized Officers; and

6. All other certificates, instruments, agreements, and documents as may be necessary, advisable, or appropriate to consummate the transactions contemplated by the Transaction Documents and to carry out the purposes and intent of the foregoing resolutions. Resolution 10: Authorization of Use of Proceeds RESOLVED, that the proceeds from the Bridge Financing shall be used for general corporate purposes, including but n