Contract analysis

1. RESOLVED — Approval of the Bridge Loan Agreement. That the Company be, and hereby is, authorized to enter into, execute, deliver, and perform that certain Bridge Loan Agreement (the "Bridge Loan Agreement") by and among the Company, as Borrower, Pinnacle Venture Lending Corp., as Administrative Agent and a Lender (committing Ten Million Dollars ($10,000,000)), Cobalt Life Sciences Fund III, L.P., as a Lender (comm

2. RESOLVED — Approval of Security Documents. That the Company be, and hereby is, authorized to execute and deliver the Security Agreement and the IP Security Agreement (collectively, the "Security Documents") in favor of Pacific Fiduciary Services Inc., as Collateral Agent for the benefit of the Secured Parties (as defined in the Bridge Loan Agreement), granting a first-priority security interest in substantially al

3. RESOLVED — Approval of Intercreditor Agreement. That the Company be, and hereby is, authorized to execute and deliver the Intercreditor Agreement (the "Intercreditor Agreement") by and among Pinnacle Venture Lending Corp. (as Administrative Agent on behalf of the Secured Parties under the Bridge Loan Agreement), Ridgeline Capital Partners LLC (as existing equipment lender under the Ridgeline Facility, with approxi

4. RESOLVED — Approval of Warrant Issuance. That the Company be, and hereby is, authorized to issue warrants to purchase shares of common stock of the Company (the "Warrants") as follows: (a) To Pinnacle Venture Lending Corp.: a Warrant to purchase 137,614 shares of common stock, representing 3.00% of Pinnacle's $10,000,000 commitment amount, calculated as $300,000 warrant coverage value divided by $2.18 per share (t

5. RESOLVED — Approval of Perfection Deliverables. That the Company be, and hereby is, authorized to: (a) file UCC-1 financing statements with the Secretary of State of the State of Delaware (as the Company's state of incorporation, and therefore the primary filing jurisdiction) and with the Secretary of State of the State of California (as a protective filing in the Company's principal place of business); (b) record

6. RESOLVED — Approval of Fees. That the Company be, and hereby is, authorized to pay the following fees and expenses in connection with the Bridge Loan Facility: (a) a commitment fee of $150,000 to the Lenders (representing 1.00% of the $15,000,000 aggregate commitment), payable to each Lender pro rata in accordance with its respective commitment amount; (b) an administrative agent fee of $25,000 to Pinnacle Venture

7. RESOLVED — Designation of Authorized Signatories. That Dr. Ananya Mehta, PhD, Chief Executive Officer, and Robert "Rob" Langford, CPA, Chief Financial Officer, be, and each of them hereby is, designated as an authorized officer and signatory of the Company for purposes of executing and delivering the Bridge Loan Agreement and all other Transaction Documents, and any and all related documents, instruments, certific

8. RESOLVED — General Authorization. That each authorized officer designated in the foregoing resolutions be, and hereby is, authorized and empowered, in the name and on behalf of the Company, to take any and all such further actions, execute and deliver any and all such further documents, instruments, certificates, and agreements, and make any and all such filings with governmental authorities, as such officer may d

9. RESOLVED — Ratification. That all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the negotiation, preparation, and documentation of the Bridge Loan Facility and the transactions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company. This U