Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Pinnacle Venture Lending Corp., a Delaware corporation, in its capacity as administrative agent for the Lenders under this Agreement and the other Loan Documents, and its successors and assigns in such capacity. The Administrative Agent's principal office is located at 2200 S

Section 1.02 — Rules of Interpretation For purposes of this Agreement: (a) All references herein to "dollars" or "$" shall mean United States dollars. (b) All references to Sections, Articles, Schedules, and Exhibits are to the Sections, Articles, Schedules, and Exhibits of and to this Agreement unless otherwise specified. (c) The word "including" (and correlative words such as "include" and "includes") shall mean "i

Section 1.03 — Accounting Terms Unless otherwise specified herein, all accounting terms used in this Agreement shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements and certificates and reports required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect as of the Signing Date, applied on a basis consistent with the accounting principle

Section 2.01 — Commitments (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, to make a single-draw term loan to the Borrower on the Closing Date in the amount of such Lender's Commitment, as follows: (i) Pinnacle Venture Lending Corp. shall advance $10,000,000 (representing 66.67% of the Aggregate Commitments); and (ii) Cobalt Life Sciences Fund III, L.P. shall a

Section 2.02 — Borrowing Procedures (a) The Borrower shall deliver an irrevocable borrowing request substantially in the form of Exhibit A (a "Borrowing Request") to the Administrative Agent no later than three (3) Business Days prior to the requested Closing Date. The Borrowing Request shall specify (i) the requested date of funding (which shall be a Business Day), (ii) the aggregate principal amount of the Loan (wh

Section 2.03 — Interest (a) Interest Rate. The outstanding principal balance of the Loan shall bear interest at a rate equal to 6.00% per annum (600 basis points) (the "Interest Rate"). (b) Calculation. Interest on the outstanding principal balance of the Loan shall accrue daily and be computed on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day). (

Section 2.04 — Repayment of Principal Unless earlier repaid, prepaid, or converted in accordance with the terms hereof, the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon and all other Obligations then outstanding, shall be due and payable in full on the Maturity Date (March 6, 2027). No scheduled amortization payments of principal shall be required prior to th

Section 2.05 — Voluntary Prepayment (a) The Borrower may, at its option, prepay the outstanding principal balance of the Loan in whole or in part at any time and from time to time, without premium or penalty. (b) The Borrower shall provide the Administrative Agent with no fewer than five (5) Business Days' prior written notice of any voluntary prepayment, substantially in the form of Exhibit E (a "Voluntary Prepaymen

Section 2.06 — Mandatory Prepayment (a) Equity Financing Prepayment. If the Borrower consummates a Qualified Equity Financing (that is, any equity financing raising gross proceeds in excess of $20,000,000), the Borrower shall apply 100% of the net cash proceeds received by the Borrower from such Qualified Equity Financing to repay the Loan in full, together with all accrued and unpaid interest thereon and all other a

Section 2.07 — Conversion Option (a) If a Series C Equity Financing closes on or prior to the Maturity Date, each Lender shall have the right (but not the obligation) to elect, by written notice to the Borrower and the Administrative Agent substantially in the form of Exhibit D (a "Notice of Conversion"), delivered no later than five (5) Business Days following the date on which the Borrower provides written notice t

Section 2.08 — Pro Rata Treatment All payments and prepayments of principal, interest, fees, and other amounts made by the Borrower with respect to the Loan shall be made to and allocated among the Lenders on a pro rata basis in accordance with their respective Pro Rata Shares, as follows: No Lender shall receive any payment or prepayment on a basis that is not pro rata with the other Lenders unless otherwise express

Section 2.09 — Payments Generally (a) All payments of principal, interest, fees, and other amounts by the Borrower under this Agreement and the other Loan Documents shall be made in United States dollars, in immediately available funds, without set-off, counterclaim, or deduction of any kind. (b) All payments shall be made to the Administrative Agent, for the account of the applicable Lender or Lenders, at such accou

ARTICLE III — FEES AND EXPENSES

Section 3.01 — Commitment Fee (a) On the Closing Date, the Borrower shall pay to the Administrative Agent, for the account of each Lender, a commitment fee (the "Commitment Fee") equal to 1.00% of each Lender's Commitment, as follows: (i) Pinnacle Venture Lending Corp.: $10,000,000 × 1.00% = $100,000; (ii) Cobalt Life Sciences Fund III, L.P.: $5,000,000 × 1.00% = $50,000; and (iii) Aggregate Commitment Fee: $150,000.

Section 3.02 — Administrative Agent Fee (a) The Borrower shall pay to the Administrative Agent an annual administrative agency fee (the "Administrative Agent Fee") in the amount of $25,000 per annum. (b) The Administrative Agent Fee shall be payable on the Closing Date and on each anniversary of the Closing Date during the term of this Agreement (so long as any Obligations remain outstanding). (c) The Administrative

Section 3.03 — Expense Reimbursement (a) The Borrower shall reimburse the Administrative Agent and the Lenders for all reasonable and documented out-of-pocket expenses incurred by them in connection with the negotiation, preparation, execution, delivery, and administration of this Agreement and the other Loan Documents, including without limitation filing fees, recording fees, search fees, appraisal fees, and travel

ARTICLE IV — CONDITIONS PRECEDENT TO FUNDING

Section 4.01 — Conditions to Closing Date The obligation of each Lender to fund its Commitment on the Closing Date is subject to the prior satisfaction (or waiver by the Required Lenders in their sole discretion) of each of the following conditions precedent: (a) Transaction Documents. The Administrative Agent shall have received fully executed counterparts of each of the following documents, in form and substance sa

ARTICLE V — REPRESENTATIONS AND WARRANTIES The Borrower hereby represents and warrants to the Administrative Agent, each Lender, and the Collateral Agent as follows, as of the Signing Date and as of the Closing Date (except to the extent any such representation or warranty expressly relates to a specific date, in which case such representation or warranty shall be made as of such specific date):

Section 5.01 — Organization; Good Standing The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower is duly qualified to do business and is in good standing as a foreign corporation in the State of California, which is the only jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such q

Section 5.02 — Authorization; Enforceability The Borrower has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement and each other Loan Document to which it is a party, including the power and authority to borrow the Loan, grant the security interests contemplated by the Security Agreement and the IP Security Agreement, and issue the Warrants and the Warrant

Section 5.03 — No Conflicts The execution, delivery, and performance by the Borrower of this Agreement and each other Loan Document, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate or conflict with any provision of the Borrower's certificate of incorporation (as amended and restated) or bylaws (as amended), (b) violate or conflict with any applicable law, stat

Section 5.04 — Governmental Approvals No consent, approval, authorization, license, permit, or order of, or filing, registration, or qualification with, any Governmental Authority is required in connection with the execution, delivery, and performance by the Borrower of this Agreement or any other Loan Document or the consummation of any of the transactions contemplated hereby or thereby, except for (a) the filing of

Section 5.05 — Financial Statements (a) The Borrower has delivered to the Administrative Agent and each Lender true, correct, and complete copies of (i) the audited financial statements of the Borrower for the fiscal year ended December 31, 2024, and (ii) the audited financial statements of the Borrower for the fiscal year ended December 31, 2025 (the "2025 Financial Statements"), in each case audited by Clearview &