Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Amended and Restated Voting Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, supplemented, or restated from time to time in accordance with the provisions hereof. "Board" or "Board of Directors" means the Board of Directors of t

Section 1.2 — Construction. Unless the context otherwise requires: (a) All references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of and to this Agreement, unless otherwise specified. (b) All headings and captions contained in this Agreement are inserted for convenience of reference only and shall not be deemed to be a part of this Agreem

ARTICLE 2: VOTING PROVISIONS — BOARD COMPOSITION

Section 2.1 — Board Size. The authorized number of directors of the Company shall be five (5). Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, or otherwise, and including without limitation a

Section 2.2 — Board Composition. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, or otherwise, and including without limitation attendance at meetings in person or by proxy for purposes of ob

Section 2.3 — Failure to Designate. In the event that any party or group of parties entitled to designate a director pursuant to Section 2.2 fails to designate a nominee to fill a vacancy on the Board within thirty (30) days after written notice from the Company requesting such designation, the applicable Board seat shall remain vacant until such time as the designating party or parties provide written notice to the

Section 2.4 — Removal of Board Members. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control, to remove any Designated Director from the Board at any time, with or without cause, at the written request of the party or parties entitled to designate such Designated Director pursuant to Section 2.2. No Designated Director

Section 2.5 — Vacancies. Any vacancy on the Board created by the removal, resignation, death, or incapacity of a Designated Director shall be filled in accordance with the designation provisions of Section 2.2. The party or parties entitled to designate the director whose departure created such vacancy shall promptly designate a replacement director by providing written notice to the Company. Each Stockholder agrees

Section 2.6 — No Liability for Election of Recommended Directors. No Stockholder, and no affiliate of any Stockholder, shall have any liability whatsoever as a result of designating, nominating, or voting for any director candidate in accordance with the provisions of this Agreement. The foregoing shall apply regardless of whether such director candidate is ultimately elected to the Board, and regardless of any actio

Section 2.7 — Board Observer Rights. (a) For so long as Granite Peak Ventures, LP holds at least 2,500,000 shares of Series B Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and the like), Granite Peak Ventures, LP shall be entitled to designate one (1) representative (the "Board Observer") to attend all meetings of the Board of Directors in a nonvoting, observer c

Section 2.8 — Committees. The Board of Directors may establish one or more committees of the Board from time to time, in accordance with the Company's Bylaws and applicable law. The composition of any compensation committee established by the Board shall include at least one Preferred Director (either the Series A Director or the Series B Director, or both). Any audit committee established by the Board shall include

ARTICLE 3: VOTE TO INCREASE AUTHORIZED SHARES

Section 3.1 — Increase in Authorized Common Stock. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, or otherwise, and including without limitation attendance at meetings in person or by proxy

Section 4.1 — Definitions Relating to Drag-Along. As used in this Article 4, the following term shall have the meaning set forth below: "Drag-Along Sale" means a Qualified Sale (as defined in Section 1.1 of this Agreement) that has been approved by each of the following: (a) the Board of Directors, including the affirmative vote of the Series B Director; (b) the holders of a majority of the then-outstanding shares of

Section 4.2 — Drag-Along Obligation. If a Drag-Along Sale is approved in accordance with Section 4.1, each Stockholder (including all Key Holders and all Investors), with respect to all Shares held by such Stockholder, hereby agrees to take or refrain from taking, as applicable, each of the following actions: (a) Vote in Favor. To vote all Shares held by such Stockholder in favor of such Drag-Along Sale at any meetin

Section 4.3 — Conditions to Drag-Along Obligation. Notwithstanding the foregoing, no Stockholder shall be obligated to participate in a Drag-Along Sale unless each of the following conditions is satisfied: (a) Minimum Consideration. The aggregate consideration per share payable to each holder of each class and series of capital stock of the Company in the Drag-Along Sale is at least equal to the amount that would be

Section 4.4 — Expenses. All fees, costs, and expenses incurred by the Company or by any Stockholder in connection with a Drag-Along Sale that are incurred for the common benefit of all Stockholders participating in the Drag-Along Sale (including without limitation fees and expenses of financial advisors, investment bankers, and escrow agents) shall be shared pro rata among all participating Stockholders based on the

ARTICLE 5: ADDITIONAL COVENANTS

Section 5.1 — D&O Insurance. The Company shall obtain and maintain, at the Company's expense, directors' and officers' liability insurance in an amount and on terms and conditions satisfactory to the Board of Directors. As of the date hereof, the Company maintains a directors' and officers' liability insurance policy with Ironclad Specialty Insurance Co., Policy No. ISI-DO-2022-07835, providing coverage in the amount

Section 5.2 — Indemnification. (a) The Company shall indemnify, defend, and hold harmless each member of the Board of Directors to the fullest extent permitted under the DGCL, the Certificate of Incorporation, and the Bylaws of the Company, including without limitation with respect to all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or re

Section 5.3 — Director Compensation. (a) Non-employee directors serving on the Board of Directors shall not receive cash compensation for their service on the Board or any committee thereof, unless otherwise approved by the Board of Directors. (b) Non-employee directors shall be eligible to receive equity grants, including stock options, restricted stock, and restricted stock units, under the Company's 2018 Equity In

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations of the Company. The Company hereby represents and warrants to each Stockholder 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. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as p

Section 6.2 — Representations of the Key Holders. Each Key Holder, severally and not jointly, hereby represents and warrants to the Company and to each other Stockholder as follows: (a) Capacity and Authority. Such Key Holder has the legal capacity and authority to execute, deliver, and perform this Agreement. If such Key Holder is married and the Shares owned by such Key Holder constitute community property under ap

Section 6.3 — Representations of the Investors. Each Investor, severally and not jointly, hereby represents and warrants to the Company and to each other Stockholder as follows: (a) Organization and Good Standing. Such Investor is a limited partnership or limited liability company, as applicable, duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of formation. (b) Auth

ARTICLE 7: TERM AND TERMINATION

Section 7.1 — Term. This Agreement shall become effective as of the date first written above (July 18, 2022) and shall continue in full force and effect until the earliest to occur of the following events (each, a "Termination Event"): (a) the closing of a Qualified IPO; (b) the closing of a Qualified Sale (or any other Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation); or (c) the

Section 7.2 — Termination as to Individual Stockholder. Without limiting the provisions of Section 7.1, this Agreement shall automatically terminate as to any individual Stockholder at such time as such Stockholder ceases to hold any Shares (as defined herein), whether by reason of sale, transfer, conversion, repurchase, cancellation, or otherwise; provided, however, that any obligations that have accrued prior to su

Section 7.3 — Effect of Termination. Upon the occurrence of a Termination Event described in Section 7.1, this Agreement shall be of no further force or effect, and the parties hereto shall have no further rights or obligations hereunder; provided, however, that (a) Article 8 (Miscellaneous Provisions), including without limitation Section 8.1 (Governing Law), Section 8.2 (Jurisdiction and Venue), and Section 8.3 (Wa

ARTICLE 8: MISCELLANEOUS PROVISIONS

Section 8.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to principles of conflicts of law that would cause the application of the laws of any other jurisdiction. Each party acknowledges that this Agreement relates to matters governed by the DGCL and agrees that the laws of the State of Delaware are the

Section 8.2 — Jurisdiction and Venue. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over any particular matter, any state court or federal court of competent jurisdiction located within the State of Delaware) for the adjudication of any dispute arising out of or relating to this Agreem

Section 8.3 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN 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, PERFORMANCE, OR E

Section 8.4 — Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. No party may assign its rights or delegate its obligations under this Agreement, in whole or in part, except in connection with a Transfer of Shares made in compliance with the terms of

Section 8.5 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and effective (a) when delivered personally, (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), charges prepaid, (c

Section 8.6 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Amended and Restated Investors' Rights Agreement dated as of July 18, 2022, the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of July 18, 2022, and the Amended and Restated Certificate of Incorporation (collectively, the "Transaction Documents"), constitutes the entire agreement among the parties her

Section 8.7 — Amendments and Waivers. (a) This Agreement may be amended, modified, or supplemented, and any provision hereof may be waived, only by a written instrument signed by each of the following: (i) the Company, (ii) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders, (iii) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, and (i

Section 8.8 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation, such invalidity, illegality, or unenforceability shall not affect any other provision (or the remaining portion of the affected provision) of this Agreement, and this Agreement shall be construed as if such invalid, illeg

Section 8.9 — Counterparts; Electronic Delivery. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission (including by portable document format (PDF), Brightwater Software, or similar electronic s

Section 8.10 — Aggregation of Stock. All Shares held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such affiliated entities or persons may apportion such rights among themselves in any manner they deem appropriate. Without limiting the foregoing: (a) all shares held by Granite Peak Ventures, LP and Gra

Section 8.11 — Specific Performance. Each party hereto acknowledges and agrees that the Shares are unique and that any breach of this Agreement would result in irreparable harm to the other parties hereto for which monetary damages would be an inadequate remedy. Accordingly, each party hereto shall be entitled to seek specific performance, injunctive relief, and other equitable remedies to enforce the terms and provi

Section 8.12 — Additional Stockholders. The Company shall not issue, sell, or otherwise transfer any Shares (including Equity Securities) to any person who is not already a party to this Agreement unless such person first executes and delivers to the Company a joinder agreement in the form attached hereto as Exhibit D, whereby such person agrees to become a party to this Agreement and to be bound by all of the terms

Section 8.13 — Expenses. Except as otherwise expressly provided herein or in the Purchase Agreement, each party hereto shall bear its own costs and expenses (including attorneys' fees and expenses) incurred in connection with the negotiation, execution, delivery, and performance of this Agreement. The parties acknowledge that, pursuant to Section 4.6 of the Purchase Agreement, the Company has agreed to reimburse the

Section 8.14 — Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or

Section 8.15 — Legends. Each certificate or book-entry statement representing Shares that are subject to this Agreement shall bear a legend (or, in the case of book-entry shares, a notation) substantially in the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED VOTING AGREEMENT DATED AS OF JULY 18, 2022, BY AND AMONG THE COMPANY AND CERTAIN