Contract analysis

I. Corporate Organization and Good Standing Please provide the following documents and information relating to the Company's corporate organization, formation, and good standing:

1. The Company's Certificate of Incorporation, as amended and/or restated, including all certificates of amendment, certificates of designation, and certificates of merger filed with the Delaware Secretary of State from the date of original incorporation to the present. For the avoidance of doubt, we request the current Amended and Restated Certificate of Incorporation in its entirety, together with any prior version

2. The Company's Bylaws, as amended and/or restated, in their current form, together with any prior versions that have been superseded.

3. A Certificate of Good Standing (or equivalent certificate of status or legal existence) from the Delaware Secretary of State, dated as recently as practicable. We understand the Company's Delaware file number to be 6384291. If a certificate has been obtained within the past thirty (30) days, a copy of such certificate will be sufficient; otherwise, we request that a current certificate be ordered.

4. Certificates of qualification or registration to do business as a foreign corporation in each state or jurisdiction where the Company is so qualified or registered, together with corresponding certificates of good standing (or certificates of status, certificates of authorization, or equivalent) from the Secretary of State or similar authority of each such jurisdiction.

5. Minutes of all meetings of the Board of Directors of the Company and of any committees of the Board of Directors (including, without limitation, the Audit Committee, Compensation Committee, and any special committees formed for any purpose) for the past three (3) years (from January 1, 2021 through the present), including all unanimous written consents of the Board of Directors in lieu of meetings adopted during s

6. Minutes of all meetings of the stockholders of the Company and all written consents of the stockholders in lieu of meetings for the past three (3) years (from January 1, 2021 through the present).

7. A current organizational chart showing all subsidiaries (whether wholly-owned or partially-owned), parent entities, and affiliated entities of the Company, if any, including for each such entity: (a) its legal name, (b) its jurisdiction of formation or incorporation, (c) the Company's direct or indirect ownership percentage, and (d) the nature of its business or purpose.

8. A list of all jurisdictions in which the Company is qualified to do business or in which it has operations, employees, independent contractors, or agents, including an indication of whether the Company has a physical office, data center, or other facility in each such jurisdiction.

9. A current list of all directors and officers of the Company, including each individual's full legal name, title or office held, date of initial appointment or election, term of service (if applicable), and committee memberships (if applicable).

10. Copies of any management agreements, operating agreements, or similar agreements to which the Company is a party or by which it is bound, including any agreements with management companies, administrative services providers, or shared services arrangements.

11. Copies of any joint venture agreements, partnership agreements, strategic alliance agreements, or similar arrangements to which the Company is a party, including any term sheets, memoranda of understanding, or letters of intent relating to proposed joint ventures or strategic partnerships.

II. Capitalization Please provide the following documents and information relating to the Company's capitalization, equity securities, and equity-related agreements:

1. A current capitalization table showing all outstanding shares of capital stock of the Company (both common stock and each series of preferred stock), presented on both an issued-and-outstanding basis and a fully diluted basis, and identifying for each stockholder: (a) the name of the holder, (b) the class and series of capital stock held, (c) the number of shares held, and (d) the percentage ownership on both an i

2. Copies of all equity incentive plans adopted by the Company, including stock option plans, restricted stock plans, restricted stock unit ("RSU") plans, stock appreciation rights plans, and employee stock purchase plans, together with all amendments thereto and all forms of award agreements used thereunder. For each plan, please provide a summary showing: (a) the total number of shares authorized for issuance, (b)

3. A schedule of all outstanding options, warrants, convertible securities, and other rights to acquire capital stock of the Company (whether arising under an equity incentive plan or otherwise), including for each such instrument: (a) the name of the holder, (b) the type of instrument (e.g., option, warrant, convertible note, SAFE), (c) the grant or issuance date, (d) the exercise or conversion price, (e) the vestin

4. The most recent independent valuation report prepared for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). We understand this to be the report dated September 15, 2023, prepared by Atlas Valuation Services, Inc., reflecting a fair market value of $8.42 per share of the Company's common stock. Please provide the full report, including all schedules, exhibits, assumptions, and

5. All stock purchase agreements, subscription agreements, investors' rights agreements, and related transaction documents executed in connection with each prior round of equity financing of the Company, including without limitation: (a) Series A Preferred Stock Financing — All transaction documents relating to the Company's Series A preferred stock financing led by Crestpoint Seed Partners, L.P., including the Serie

6. The current Amended and Restated Investors' Rights Agreement, together with all amendments, joinders, and waivers thereto.

7. The current Right of First Refusal and Co-Sale Agreement, together with all amendments, joinders, and waivers thereto.

8. The current Voting Agreement, together with all amendments, joinders, and waivers thereto.

9. Any other stockholders' agreements, registration rights agreements, investor side letters, or similar agreements not otherwise captured in items 6 through 8 above.

10. A schedule identifying all preemptive rights, rights of first refusal, anti-dilution rights (whether weighted average or full ratchet), pro rata participation rights, pay-to-play provisions, or similar rights held by existing stockholders of the Company, including a reference to the specific agreement and section granting each such right. Please also identify any such rights that may be triggered by the issuance

11. Copies of any Simple Agreements for Future Equity ("SAFEs"), convertible promissory notes, or other convertible instruments currently outstanding, including all terms, conditions, valuation caps, discount rates, and conversion mechanics applicable thereto.

12. Copies of all elections under Section 83(b) of the Code filed by founders, officers, employees, or other service providers of the Company in connection with the receipt of restricted stock or other property subject to a substantial risk of forfeiture, together with evidence of timely filing with the Internal Revenue Service.

13. Any agreements or instruments relating to transfer restrictions on outstanding securities of the Company, beyond those contained in the standard provisions of the Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, or applicable equity incentive plan documents, including any lock-up agreements, market standoff agreements, or secondary sale restrictions.

III. Debt and Credit Facilities Please provide the following documents and information relating to the Company's outstanding indebtedness and credit arrangements:

1. Copies of all loan agreements, credit facility agreements, promissory notes, guarantees (whether by the Company or by any subsidiary or affiliate of the Company), letters of credit, and all other evidence of indebtedness, together with all amendments, supplements, restatements, modifications, waivers, forbearance agreements, and side letters relating thereto. We specifically request the following: (a) The Loan and

2. A schedule of all outstanding indebtedness of the Company as of the most recent practicable date (and in any event as of a date no earlier than October 31, 2023), including for each obligation: (a) the identity of the lender or creditor, (b) the principal amount outstanding, (c) the applicable interest rate (and whether fixed or variable), (d) the maturity or repayment date, (e) the amortization schedule (if appli

3. Copies of all security agreements, pledge agreements, intellectual property security agreements, deeds of trust, mortgages, and UCC-1 financing statements filed by or against the Company in any jurisdiction, together with any UCC-3 amendments or continuation statements.

4. Copies of all subordination agreements, intercreditor agreements, or priority agreements currently in effect between or among the Company and its creditors.

5. All correspondence, notices, and communications with lenders or creditors regarding compliance with loan covenants, events of default (actual or potential), waivers of defaults, or amendments to the terms of any credit facility, in each case within the past two (2) years (from November 2021 through the present).

6. Evidence of compliance with all financial covenants under existing credit facilities as of the most recent measurement date, including the most recent compliance certificate delivered by the Company to Kelvantis Lending Corp. pursuant to the terms of the Kelvantis Facility. Please also confirm whether the Company is currently in compliance with all financial and non-financial covenants under the Kelvantis Facility

7. Copies of any letters of credit, surety bonds, performance bonds, bid bonds, or other contingent obligations issued for the account of the Company or to which the Company is a party.

IV. Financial Information Please provide the following financial documents and information:

1. Audited financial statements of the Company for the fiscal years ended December 31, 2021 and December 31, 2022, as prepared or audited by Pinnacle Audit Group LLP (engagement partner: Lisa Johannsen, CPA), including balance sheets, statements of operations, statements of stockholders' equity (deficit), statements of cash flows, and all notes to the financial statements, together with the independent auditor's repo

2. Reviewed (or, if reviewed financial statements are not available, unaudited) financial statements of the Company for the quarterly period ended September 30, 2023, as reviewed by Pinnacle Audit Group LLP, including balance sheets, statements of operations, and statements of cash flows.

3. The most recent unaudited monthly financial statements and management reports (including, to the extent available, monthly income statements, balance sheets, and cash flow reports), for each month during the fiscal year ended December 31, 2023 for which such statements are available.

4. The Company's current annual operating budget (for fiscal year 2023 and, if available, fiscal year 2024), together with any board-approved financial projections, forecasts, long-range financial plans, or business plans prepared by or for the Company.

5. A summary of key financial and operating metrics, including the most recently available figures for each of the following: (a) Annual Recurring Revenue (ARR) — We understand the Company's ARR to be approximately $78,000,000 as of the third quarter of 2023. Please confirm or correct this figure and provide a historical ARR trend (quarterly, from Q1 2022 through Q3 2023). (b) Annualized Gross Payment Volume (GPV) —

6. A schedule of deferred revenue as of the most recent available date, including a breakdown by customer or customer category, if applicable.

7. Copies of any management letters, internal control deficiency letters, or other written communications from the Company's independent auditors (Pinnacle Audit Group LLP) to the Company's management or Board of Directors during the past three (3) years, including any communications relating to significant deficiencies or material weaknesses in internal controls.

8. Copies of the Company's most recent federal and state income tax returns for the past two (2) fiscal years (fiscal years ended December 31, 2021 and December 31, 2022), together with any schedules, elections, and attachments thereto. Please also identify and describe any pending tax examinations, assessments, deficiency notices, or disputes with any federal, state, local, or foreign taxing authority.

9. A description of any pending or threatened tax audits, inquiries, examinations, or investigations by the Internal Revenue Service or any state or local taxing authority, including the tax year(s) under review and the nature and status of such audit or inquiry.

10. A schedule of all intercompany transactions between the Company and any subsidiary, affiliate, or related party, if applicable, including a description of the nature, amount, and terms of each such transaction and the basis for the pricing thereof.

V. Material Contracts Please provide the following documents and information relating to the Company's material contractual relationships:

1. A schedule of, and copies of, all contracts that the Company considers material to its business, operations, financial condition, or prospects, including without limitation: (a) All customer agreements, master services agreements, subscription agreements, and similar agreements with annual contract values in excess of $250,000, or that are otherwise material to the Company's revenue or business; (b) All vendor, su

2. All agreements containing change-of-control provisions, anti-assignment provisions, or consent requirements that may be triggered by the consummation of the convertible note financing contemplated hereby, or by a subsequent qualified financing, conversion of the convertible notes into equity securities, or a Series D preferred stock financing round. Please identify the specific provision in each agreement that may

3. All agreements containing most-favored-nation ("MFN") provisions, exclusivity provisions, non-compete covenants, non-solicitation covenants, or similar restrictive provisions, including any agreements that limit the Company's ability to engage in any line of business or to compete in any geographic area or market.

4. All agreements, arrangements, and transactions between the Company, on the one hand, and any director, officer, founder, employee, or stockholder of the Company (or any affiliate or family member of any such person), on the other hand, including any related-party agreements, management services agreements, consulting agreements, or loans.

5. All leases for real property (including office space, co-working space, and data center facilities) and all leases for equipment, in each case currently in effect, together with all amendments, renewals, extensions, and supplements thereto, and a description of any lease negotiations currently pending or contemplated.

6. Copies of any contracts entered into by the Company outside the ordinary course of business within the past twelve (12) months, including any contracts involving unusual terms, material commitments, or significant financial exposure.

7. Copies of any contracts providing for aggregate future payments or receipts in excess of $500,000, whether payable or receivable by the Company in a single installment or over the term of the contract.

VI. Intellectual Property Please provide the following documents and information relating to the Company's intellectual property portfolio. Note: IP diligence will be primarily handled by Peter Vassiliev (Lead Associate, IP) and Wendy Schultz (Working Associate, IP) at Calderwood & Harkness LLP, pursuant to the engagement letter amendment dated October 20, 2023, expanding the scope of our engagement to include IP due

1. A schedule of all patents and patent applications (including provisional applications) owned by, assigned to, or filed in the name of the Company, including for each: (a) the title of the patent or application, (b) the patent or application number, (c) the filing date, (d) the jurisdiction of filing, (e) the current status (pending, issued, abandoned, expired), (f) the named inventor(s), and (g) any maintenance fe

2. A schedule of all trademarks, service marks, and trade names (whether registered or unregistered) owned, used, or claimed by the Company, including for each registered mark: (a) the mark, (b) the registration or application number, (c) the filing and registration dates, (d) the jurisdiction of registration, (e) the goods and services covered, and (f) the current status.

3. A schedule of all registered copyrights and copyright applications owned by or filed in the name of the Company, including the registration number, title of work, date of registration, and jurisdiction.

4. A schedule of all domain names owned, registered, or controlled by the Company, including the registrar, registration date, and expiration date for each domain.

5. Copies of all intellectual property assignment agreements executed by the Company's co-founders (Arjun Mehta and Elena Vasquez), employees, and independent contractors, including Confidential Information and Invention Assignment Agreements ("CIIAAs") or similar agreements. Please organize these agreements by category (founders, employees, contractors) and identify the date of execution for each.

6. Identification of any gaps or deficiencies in the Company's intellectual property assignment chain, including any former or current employees, contractors, consultants, or other service providers who contributed to the development of the Company's technology or products but did not execute an IP assignment agreement, a CIIAA, or an equivalent agreement. For each such individual, please provide: (a) the individual'