Contract analysis

Section 1. Representations and Warranties Bring-Down Certification. Each of the representations and warranties of the Company set forth in Article III of the Note Purchase Agreement is true and correct in all material respects as of the date hereof, January 15, 2024, with the same force and effect as though such representations and warranties had been made on and as of the date hereof; provided, however, that to the

Section 2. Covenants Compliance Certification. The Company has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by the Company under the Note Purchase Agreement at or prior to the date of the Initial Closing. Without limiting the generality of the foregoing, the Company has satisfied each of the affirmative covenants set forth in

Section 3. No Material Adverse Effect. Since September 30, 2023 (the date of the most recent reviewed financial statements of the Company, prepared by Pinnacle Audit Group LLP and delivered to the Purchasers in connection with the negotiation of the Note Purchase Agreement), there has been no event, occurrence, development, or state of circumstances or facts that, individually or in the aggregate, has had or would re

Section 4. Corporate Authorization. All corporate action on the part of the Company, its directors, officers, and stockholders necessary for (a) the authorization, execution, delivery, and performance of the Note Purchase Agreement and each of the related transaction documents contemplated thereby (including, without limitation, the Notes, the Investors' Rights Agreement, the Security Agreement, and the Subordination

Section 5. No Default or Event of Default. No event has occurred and is continuing, and no event would result from the execution and delivery of the Note Purchase Agreement or the consummation of the transactions contemplated thereby (including, without limitation, the issuance and sale of the Notes), that constitutes or would constitute (with or without the giving of notice, the lapse of time, or both) a default or

Section 6. Litigation and Proceedings. There is no action, suit, claim, proceeding, arbitration, or investigation (whether at law or in equity, whether civil, criminal, or administrative) pending or, to the knowledge of the undersigned officers after due inquiry, threatened against the Company or any of its officers, directors, or key employees (in their capacities as such) before any court, governmental authority, a

Section 7. Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good stand

Section 8. Capitalization. The capitalization of the Company as set forth in Section 3.3 of the Note Purchase Agreement and Schedule 3.3 of the Disclosure Schedule is accurate and complete in all material respects as of the date hereof. Without limiting the generality of the foregoing: (a) On a fully diluted basis, and giving effect to all outstanding shares, options (whether vested or unvested), warrants, and other

Section 9. Use of Proceeds. The proceeds of the convertible note financing contemplated by the Note Purchase Agreement will be used by the Company solely for the purposes set forth in Section 5.8 of the Note Purchase Agreement, including without limitation (a) general corporate purposes, (b) working capital, and (c) product development. No portion of the proceeds of the Notes will be used, directly or indirectly, (i)

Section 10. Officers' Knowledge and Authority. Each of the undersigned officers hereby certifies that: (a) He is a duly elected or appointed officer of the Company, holding the title set forth next to his name on the signature page hereof, and is authorized by the Board of Directors of the Company, including pursuant to the Board Consent, to execute and deliver this Certificate on behalf of the Company; (b) He has ma

Section 11. Reliance. The undersigned officers acknowledge that the Purchasers are relying on the accuracy and completeness of the certifications set forth in this Certificate in consummating the Initial Closing under the Note Purchase Agreement and in making the investment decision to purchase the Notes at the Initial Closing. The undersigned officers further acknowledge that, but for the delivery of this Certificat