Contract analysis

1. Defined Terms; Transaction Documents Reviewed In connection with rendering the opinions set forth in Section 4 below, we have reviewed executed counterparts or conformed copies of the following documents (collectively, the "Transaction Documents"): (a) The Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and among the Company and the Purchasers listed on the Schedule of Purchasers attache

2. Documents and Records Examined In rendering the opinions set forth in Section 4 below, in addition to the Transaction Documents described in Section 1, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, records, certificates, and instruments: (a) Executed counterparts of each of the Transaction Documents, in the forms described in Section 1 abov

3. Assumptions In rendering the opinions set forth in Section 4 below, we have assumed, without independent investigation or verification, the following: (a) The genuineness of all signatures on all documents and instruments examined by us (other than the signatures of authorized officers and representatives of the Company); (b) The authenticity of all documents submitted to us as originals and the conformity to orig

4. Opinions Based upon and subject to the foregoing, and subject further to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that: 4.1 Due Incorporation and Good Standing The Company is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware (the "DGCL"). The Company was originally incorporat

5. Qualifications and Limitations The opinions set forth in Section 4 above are subject to the following qualifications and limitations: 5.1 Scope of Law Covered The opinions expressed herein are limited solely to the General Corporation Law of the State of Delaware (which includes the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws), as in effect on the

6. Reliance and Benefit This opinion is rendered solely for the benefit of the Purchasers — namely, Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP — and their respective legal counsel, Fenwick, Pratt & Howell LLP, in connection with the Financing and the transactions contemplated by the Transaction Documents. Fenwick, Pratt & Howell LLP may rely on this opinion in its capac