Contract analysis

2. Ridgeline Ventures Fund IV, L.P., including affiliates Ridgeline Ventures Management IV, LLC and Ridgeline Ventures Fund III, L.P.

3. Beacon Hill Capital Partners, LLC

4. Northstar Innovation Fund II, L.P., including affiliate Northstar Innovation GP II, LLC

5. Halcyon Growth Equity, L.P., including affiliate Halcyon Growth Management, LLC

7. Crestpoint Seed Partners, L.P.

8. Whitfield, Pratt & Soo LLP

10. Atlas Valuation Services, Inc.

11. Granite Trust Company, N.A. Conflicts Identified: ________________________________________ ________________________________________ ________________________________________ Conflicts Resolution / Waiver (if applicable): ________________________________________ ________________________________________ ________________________________________ SECTION 8: KEY COMPANY FINANCIAL DATA (FOR INTERNAL REFERENCE) The financ

1. Engagement Scope Expansion (December 1, 2023). The engagement was originally scoped to cover the drafting, negotiation, and closing of the convertible note bridge financing transaction documents, including the Note Purchase Agreement, the form of Convertible Promissory Note, board and stockholder approvals, the Kelvantis consent/waiver process, and regulatory filings. On December 1, 2023, the engagement scope was

2. Substantive Team Structure. Substantive corporate and transactional work on this matter is led by Leonard Ashford (Of Counsel, Emerging Companies & Venture Capital) and Nina Reyes (Senior Associate, Emerging Companies & Venture Capital). Mr. Ashford is responsible for overall transaction management, document drafting and negotiation, and supervision of associate work product. Ms. Reyes provides senior associate–le

3. Supervisory / Billing Roles. Victoria Chambers (Partner, White Collar & Investigations) and Howard Quinn (Partner, White Collar & Investigations) serve in supervisory and billing administration roles on this matter, respectively. Ms. Chambers is the Responsible Partner and the Supervising Partner for conflicts purposes. Mr. Quinn is the Billing Partner. Neither Ms. Chambers nor Mr. Quinn is expected to perform sub

4. Day-to-Day Client Contacts. The Company's General Counsel, Priya Ramanathan, is the primary day-to-day point of contact for all legal matters in connection with this engagement. All substantive legal communications, draft documents, and legal advice should be directed to Ms. Ramanathan in the first instance. Marcus Tillman (VP, Corporate Development) is the additional business-side contact for transaction-related

5. Investor Counsel Fee Reimbursement. The engagement team should ensure that the Company is aware of its obligation under the Note Purchase Agreement to reimburse Whitfield, Pratt & Soo LLP (investor counsel) for fees and expenses in an amount not to exceed $125,000. The engagement team should coordinate with Ms. Ramanathan and Mr. Lindstrom to ensure timely processing of any investor counsel invoices submitted in c

6. Escrow Coordination. The engagement team should coordinate with Granite Trust Company, N.A. (Angela Petrov, contact) regarding the establishment and administration of Escrow Account No. 4401-7829-SBF, the deposit of investor funds, and the release of funds to Skybridge upon satisfaction of closing conditions. The $7,500 flat escrow fee is the Company's responsibility and should be tracked as a client cost. END OF