Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including any general partner, managing member, officer, director, or trustee of such Person, or any venture ca

Section 1.2 — Rules of Construction Unless the context otherwise requires, the following rules of construction shall apply to this Agreement: (a) References to "Sections," "Articles," "Exhibits," and "Schedules" refer to sections, articles, exhibits, and schedules of and to this Agreement, unless otherwise specified. (b) The use of the singular shall include the plural, and vice versa, and the use of any gender shall

ARTICLE 2: RIGHT OF FIRST REFUSAL

Section 2.1 — Proposed Transfer Notice Before any Key Holder may effect a Proposed Transfer, such Key Holder (the "Selling Key Holder") shall deliver to the Company and to each Investor a written Proposed Transfer Notice not less than forty-five (45) days prior to the proposed date of the Proposed Transfer. The Proposed Transfer Notice shall include, at a minimum, the following information: (a) the number and class o

Section 2.2 — Company Right of First Refusal Upon receipt of the Proposed Transfer Notice, the Company shall have the first right, but not the obligation, to purchase all or any portion of the Key Holder Shares described in the Proposed Transfer Notice, at the same price per share and on the same terms and conditions as set forth therein (the "Company ROFR"). The Company may exercise the Company ROFR by delivering wr

Section 2.3 — Investor Right of First Refusal Each Investor shall have the right, but not the obligation, to purchase up to its pro rata portion of the Available Shares not purchased by the Company pursuant to Section 2.2 (the "Investor ROFR Shares"), at the same price per share and on the same terms and conditions as set forth in the Proposed Transfer Notice (the "Investor ROFR"). For purposes of this Section 2.3, e

Section 2.4 — Closing of ROFR Purchases The closing of the purchase of Key Holder Shares by the Company and/or the Investors pursuant to this Article 2 (the "ROFR Closing") shall occur within ten (10) business days after the expiration of the Investor ROFR Period (or such later date as may be reasonably necessary to comply with applicable laws, rules, and regulations, including any required governmental or regulatory

Section 2.5 — Sale to Prospective Transferee If, after the exercise or expiration of all rights of first refusal of the Company and the Investors under Sections 2.2 and 2.3, some or all of the Key Holder Shares described in the Proposed Transfer Notice remain unpurchased (such remaining shares, the "Remaining Shares"), the Selling Key Holder may transfer such Remaining Shares to the Prospective Transferee identified

ARTICLE 3: CO-SALE RIGHTS (TAG-ALONG)

Section 3.1 — Co-Sale Right In the event that any Remaining Shares are to be transferred by a Selling Key Holder to a Prospective Transferee pursuant to Section 2.5, each Investor shall have the right (the "Co-Sale Right"), but not the obligation, to participate in such transfer on the same terms and conditions as the Selling Key Holder, with respect to such Investor's pro rata portion of the transaction. For purpose

Section 3.2 — Exercise of Co-Sale Right Each Investor desiring to exercise its Co-Sale Right shall deliver written notice (a "Co-Sale Notice") to the Selling Key Holder (with a copy to the Company) within fifteen (15) days after the later of (a) such Investor's receipt of the Proposed Transfer Notice or (b) the expiration of the Investor ROFR Period. The Co-Sale Notice shall set forth the number of shares of Common S

Section 3.3 — Delivery and Payment Each Investor participating in a Proposed Transfer pursuant to this Article 3 shall deliver to the Selling Key Holder, at least three (3) business days prior to the anticipated closing of the Proposed Transfer, one or more share certificates (or appropriate instructions for book-entry transfer to Ledgermark Transfer Services, Inc., the Company's transfer agent) representing the shar

Section 3.4 — Non-Exercise If no Investor exercises its Co-Sale Right within the applicable fifteen (15)-day period described in Section 3.2, or if each Investor affirmatively waives its Co-Sale Right in writing, the Selling Key Holder may consummate the Proposed Transfer on the terms and conditions set forth in the Proposed Transfer Notice, subject to the remaining provisions of this Agreement (including, without li

Section 3.5 — Remedies for Non-Compliance In the event that a Selling Key Holder effects a Proposed Transfer or any other Transfer of Key Holder Shares without complying with the provisions of Article 2 and this Article 3, each Investor shall, in addition to any other remedies available at law or in equity, have the right to require the Selling Key Holder to purchase from such Investor a number of shares of capital s

Section 4.1 — Permitted Transfers Notwithstanding anything to the contrary contained in this Agreement, the rights of first refusal set forth in Article 2 and the co-sale rights set forth in Article 3 shall not apply to the following transfers by a Key Holder (each, an "Exempt Transfer"): (a) Transfers to Revocable Trusts. Any transfer of Key Holder Shares to a revocable trust established for the primary benefit of t

Section 4.2 — Conditions to Exempt Transfers Notwithstanding the foregoing, no Exempt Transfer shall be effective unless and until each of the following conditions has been satisfied: (a) The transferee in any Exempt Transfer described in Section 4.1(a), (b), (c), or (f) shall have executed a written agreement, in form and substance reasonably satisfactory to the Company and a majority-in-interest of the Investors, p

ARTICLE 5: LEGEND AND STOP-TRANSFER ORDERS

Section 5.1 — Legend on Certificates Each certificate representing Key Holder Shares, and each book-entry notation with respect to Key Holder Shares maintained by Ledgermark Transfer Services, Inc. (the Company's transfer agent), shall bear a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT DATED

Section 5.2 — Stop-Transfer Instructions The Company shall issue and deliver to Ledgermark Transfer Services, Inc. (the Company's transfer agent) irrevocable stop-transfer instructions against any transfer of Key Holder Shares that is subject to the restrictions imposed by this Agreement, unless and until this Agreement terminates in accordance with its terms or the applicable restrictions have been satisfied or waiv

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Section 6.1 — Key Holder Representations Each Key Holder hereby represents and warrants, severally and not jointly, to each of the other Parties as follows: (a) Power and Authority. Such Key Holder has full legal right, power, and authority to execute and deliver this Agreement and to perform the obligations hereunder, and no consent, approval, or authorization of any Person (other than such consents, approvals, and

Section 6.2 — Investor Representations Each Investor hereby represents and warrants, severally and not jointly, to each of the other Parties as follows: (a) Power and Authority. Such Investor has full legal right, power, and authority (and, in the case of an entity, has been duly authorized by all necessary corporate, partnership, or limited liability company action, as applicable) to execute and deliver this Agreeme

Section 6.3 — Company Representations The Company hereby represents and warrants to each of the other Parties as follows: (a) Organization and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently

Section 7.1 — Termination Events This Agreement (other than those provisions that expressly survive termination as set forth in Section 7.2) shall terminate and be of no further force or effect upon the earliest to occur of the following events: (a) the closing of a Qualified Public Offering, as defined in the Restated Certificate; (b) the consummation of a Deemed Liquidation Event, as defined in the Restated Certifi

Section 7.2 — Survival of Certain Provisions

Article 8 (Miscellaneous) shall survive any termination or expiration of this Agreement. In addition, no termination of this Agreement shall relieve any Party of any liability for breach of this Agreement occurring prior to such termination.

Section 8.1 — Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 8.2 — Jurisdiction and Venue Any and all actions, suits, or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought and maintained exclusively in the Court of Chancery of the State of Delaware (or, if and only if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware). Each Party hereby irrevocably and uncondit

Section 8.3 — Entire Agreement This Agreement, together with the other Transaction Documents (including the Purchase Agreement, the Amended and Restated Investors' Rights Agreement dated as of the date hereof, the Amended and Restated Voting Agreement dated as of the date hereof, and the Restated Certificate), and the exhibits and schedules hereto and thereto, constitutes the entire agreement among the Parties with r

Section 8.4 — Amendments and Waivers No provision of this Agreement may be amended, modified, or supplemented, and no right, power, or remedy of any Party hereunder may be waived, except by a written instrument executed by each of the following: (i) the Company, (ii) Key Holders holding a majority of the Key Holder Shares then outstanding, and (iii) Investors holding at least a majority of the shares of Preferred Sto

Section 8.5 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be delivered by (A) personal delivery, (B) nationally recognized overnight courier service (with tracking capability), (C) facsimile transmission (with written confirmation of receipt), or (D) electronic mail (with writte

Section 8.6 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement except as expressly permitted by the terms hereof (including, without limitation, transfers t

Section 8.7 — Severability If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision (or the remaining portion of such provision) of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceab

Section 8.8 — Specific Performance Each Party acknowledges and agrees that the rights and obligations of the Parties under this Agreement are unique and that money damages would be an inadequate remedy for any breach of the provisions of this Agreement. Accordingly, each Party agrees that each of the other Parties shall be entitled to specific performance and injunctive or other equitable relief (in addition to any o

Section 8.9 — Additional Key Holders The Company shall not, after the date hereof, issue any shares of Common Stock, or options, warrants, or other rights to acquire Common Stock, to any Person unless such Person first executes and delivers a joinder agreement in the form attached hereto as Exhibit C (or such other form as may be approved by the Company and a majority-in-interest of the Investors), agreeing to be bou

Section 8.10 — Aggregation of Stock All shares of capital stock of the Company held or acquired by Affiliated entities or family members (as defined in Section 4.1(b)) of a Key Holder or Investor shall be aggregated together for the purpose of determining the availability of, or calculating any pro rata share or other allocation with respect to, any rights under this Agreement, including the rights of first refusal u

Section 8.11 — Counterparts; Electronic Signatures This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures to this Agreement transmitted by portable document format (PDF), Brightwater Software, or other electronic signature technology complying with the federal ESIGN Act of 2000

Section 8.12 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PER

1. Ridgeline Capital Partners, LLC holds 3,750,000 shares of Series A Preferred Stock, representing seventy-five percent (75%) of the outstanding Series A Preferred Stock (5,000,000 shares). The remaining 1,250,000 shares of Series A Preferred Stock are held by additional investors who are parties to this Agreement and whose names and holdings are set forth on a supplemental schedule to this Exhibit B, which is incor

2. Total Preferred Stock outstanding immediately following the closing of the Series B Preferred Stock financing: • Series Seed Preferred Stock: 3,000,000 shares (OIP: $0.50/share) • Series A Preferred Stock: 5,000,000 shares (OIP: $2.00/share) • Series B Preferred Stock: 7,500,000 shares (OIP: $6.00/share) • Total Preferred Stock: 15,500,000 shares

3. All share amounts set forth in this Exhibit B are as of the date of this Agreement and are subject to adjustment for any stock split, stock dividend, combination, recapitalization, or similar event occurring after the date hereof. EXHIBIT C FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT (this "Joinder") is made and entered into as of ____, 20_, by and between the undersigned (the "New Key Holder") and Skybridge

1. Joinder. The New Key Holder hereby agrees to become a party to the ROFR Agreement and to be bound by all of the terms, conditions, covenants, and obligations of a "Key Holder" thereunder, with respect to all shares of capital stock of the Company now or hereafter held by the New Key Holder (including shares acquired upon the exercise of options or warrants or the conversion of other securities), as if the New Key

2. Key Holder Shares. As of the date hereof, the New Key Holder holds (or, upon consummation of the pending issuance, will hold) the following shares of capital stock