Contract analysis

1. Approval of the Bridge Financing RESOLVED, that the Bridge Financing, as described in the recitals above, including the issuance and sale of convertible promissory notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000), bearing interest at the rate of 6.00% per annum (600 basis points), computed as simple interest on a 365-day year basis, with a twenty-four (24)-month maturity date of Janua

2. Approval of the Note Purchase Agreement RESOLVED, that the Note Purchase Agreement, substantially in the form presented to this Board, by and among the Company and the Purchasers (Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P.), providing for the issuance and sale of the Notes to the Purchasers for an aggregate purchase price

3. Approval of the Convertible Promissory Notes RESOLVED, that the form of Convertible Promissory Note, attached as Exhibit A to the NPA, with each Note to be issued to each Purchaser in its respective principal amount as set forth on the Schedule of Purchasers (Schedule 1 to the NPA), bearing interest at the rate of 6.00% per annum, computed as simple interest on a 365-day year basis, maturing on January 15, 2026, a

4. Approval of the Company Disclosure Schedule RESOLVED, that the Company Disclosure Schedule to be delivered in connection with the NPA, setting forth the exceptions, qualifications, and additional disclosures to the Company's representations and warranties contained in the NPA, is hereby approved, and the officers of the Company, including the Chief Executive Officer, the Chief Financial Officer, and the General Co

5. Approval of the Subordination Agreement RESOLVED, that the Subordination Agreement, by and among Kelvantis Lending Corp., as senior lender under the Kelvantis Loan Agreement dated August 15, 2022, the Purchasers, as subordinated noteholders, and the Company, pursuant to which the Notes and all obligations of the Company thereunder shall be subordinated in right of payment and priority to the Company's existing Fif

6. Approval of Amendment No. 1 to Amended and Restated Investors' Rights Agreement RESOLVED, that Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of July 19, 2021, by and among the Company and the investors party thereto, adding the Purchasers as parties to such agreement and granting the Purchasers information rights (including quarterly unaudited and annual audited financial statem

7. Approval of Amendment No. 1 to Right of First Refusal and Co-Sale Agreement RESOLVED, that Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of July 19, 2021, by and among the Company, the Founders, and the investors party thereto, adding the Purchasers as parties to such agreement and extending to the Purchasers rights of first refusal and co-sale rights with respect to transfers of sh

8. Approval of the Escrow Agreement RESOLVED, that the Escrow Agreement, by and among the Company, the Purchasers, and Granite Trust Company, N.A. (100 Summer Street, Boston, Massachusetts 02110; contact: Angela Petrov, Vice President, Corporate Trust Services), as escrow agent, governing the deposit, holding, and release of closing funds through Escrow Account No. 4401-7829-SBF established at Granite Trust Company,

9. Approval of the Joinder Agreement(s) RESOLVED, that any Joinder Agreement to be executed by a Purchaser joining the transactions at the Final Closing, including without limitation the Joinder Agreement to be executed by Northstar Innovation Fund II, L.P. in connection with its $10,000,000 commitment, substantially in the form to be prepared in connection with the NPA and the other Transaction Documents, is hereby

10. Authorization of Closings (Initial and Final) RESOLVED, that the officers of the Company are hereby authorized and directed to consummate the Initial Closing and the Final Closing of the Bridge Financing, on the following basis: (a) Initial Closing: anticipated to include funding of Forty-Five Million Dollars ($45,000,000) by the following Purchasers: Ridgeline Ventures Fund IV, L.P. (Thirty Million Dollars ($30,

11. Authorization of Use of Proceeds RESOLVED, that the proceeds received by the Company from the Bridge Financing shall be used for general corporate purposes, working capital, and continued product development, as determined by the officers of the Company in their reasonable business judgment, consistent with the Company's operating plan and budget as approved by the Board, pending the planned Series D Preferred St

12. Lender Consent — Kelvantis Lending Corp. RESOLVED, that the officers of the Company are hereby authorized and directed to request and obtain the consent and waiver (the "Kelvantis Consent") of Kelvantis Lending Corp. (contact: Theodore "Ted" Marsh, Relationship Manager; 350 Park Avenue, 18th Floor, New York, New York 10022) under the Kelvantis Loan Agreement dated August 15, 2022, to the extent required in connec

13. Stockholder Consent RESOLVED, that, to the extent required under the DGCL, the Company's Amended and Restated Certificate of Incorporation, or any existing stockholder agreement (including the Amended and Restated Voting Agreement, dated as of July 19, 2021), the officers of the Company are hereby authorized and directed to solicit and obtain the written consent of the Company's stockholders pursuant to Section 2

14. Securities Law Compliance — Form D and Blue Sky Filings RESOLVED, that the officers of the Company are hereby authorized and directed to: (a) prepare and file a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission (the "SEC") in connection with the offer and sale of the Notes, in reliance on the exemption from registration provided by Rule 506(b) of Regulatio

15. Fee Arrangements RESOLVED, that the Company is hereby authorized to pay or reimburse the following fees, costs, and expenses in connection with the Bridge Financing: (a) the reasonable fees and expenses of Calderwood & Harkness LLP (Matter No. 1009-00001), as outside legal counsel to the Company, in connection with the negotiation, documentation, and closing of the Bridge Financing, subject to a fee cap of Two Hu

16. Authorization of Officers to Execute and Deliver Documents RESOLVED, that Arjun Mehta, as Chief Executive Officer, David Lindstrom, as Chief Financial Officer, and Priya Ramanathan, as General Counsel and Secretary (each, an "Authorized Officer," and collectively, the "Authorized Officers"), are hereby authorized and empowered, in the name of and on behalf of the Company, each of them acting individually and with

17. Secretary's Certificate and Incumbency RESOLVED, that the Secretary or any Assistant Secretary of the Company is hereby authorized and directed to prepare, execute, and deliver a Secretary's Certificate certifying true, correct, and complete copies of the following: (a) the Company's Amended and Restated Certificate of Incorporation, as in effect on the Closing Date; (b) the Company's Amended and Restated Bylaws,

18. Legal Opinion RESOLVED, that the officers of the Company are hereby authorized and directed to instruct Calderwood & Harkness LLP to prepare and deliver a legal opinion letter (the "Closing Legal Opinion") addressed to the Purchasers, opining on the following matters as of the applicable Closing Date: (i) due organization and valid existence of the Company under the laws of the State of Delaware; (ii) corporate p

19. Ratification of Prior Actions RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Company, or by Calderwood & Harkness LLP on behalf of the Company, in connection with the Bridge Financing and the Transaction Documents, including without limitation (i) the negotiation and execution of the non-binding term sheet with Ridgeline Ventures Fund IV, L.P. and the oth

20. General Authority RESOLVED, that each Authorized Officer is hereby authorized and empowered to take all such further actions and to execute and deliver all such further documents, instruments, certificates, agreements, and writings as may be necessary, advisable, or appropriate in connection with the foregoing resolutions and the consummation of the Bridge Financing and the transactions contemplated by the Transa