Contract analysis

1. Grant of Management Rights The Company hereby grants to the Investor the following contractual management rights with respect to the Company, effective as of and contingent upon the closing of the transactions contemplated by the Purchase Agreement (the "Closing"): 1.1 Consultation and Advice The Investor shall have the right to consult with and advise the management of the Company regarding the business, finances

2. Exercise of Rights The management rights granted under this letter are contractual in nature and may be exercised by the Investor directly or through its authorized representatives, officers, partners, members, employees, agents, or designees, including without limitation the Investor's general partner, Blackthorn Capital Management LLC, and any individual partner, principal, or employee thereof. The Investor need

3. VCOC Qualification The parties acknowledge and agree that the management rights set forth in this letter are intended to satisfy the requirements of 29 C.F.R. § 2510.3-101(d)(3)(ii) (as modified by Section 3(42) of ERISA), so that the Investor's investment in the Company qualifies as a "venture capital operating company" investment for purposes of the plan asset regulations under ERISA. The Company agrees to coope

4. Confidentiality The Investor acknowledges that any information received pursuant to the exercise of the management rights granted herein may include confidential and proprietary information of the Company, including without limitation trade secrets, business plans, financial projections, customer lists, technical data, and other non-public information (collectively, "Confidential Information"). The Investor agrees

5. No Obligation to Act; Limitation of Liability Nothing in this letter shall obligate the Investor to exercise any of the management rights granted hereunder at any time or in any manner, nor shall the grant or exercise of management rights create any fiduciary duty on the part of the Investor (or any of its partners, members, officers, employees, agents, or representatives) to the Company, any of its stockholders,

6. Term and Termination This letter shall become effective upon the Closing and shall remain in full force and effect for so long as the Investor (or any of its affiliates, including any successor fund or parallel fund managed by the same general partner or investment adviser) holds any shares of Series A Preferred Stock of the Company, or any shares of Common Stock of the Company issued upon conversion of such Serie

7. Relationship to Other Agreements The rights granted herein are in addition to, and not in lieu of, any rights granted to the Investor under the Purchase Agreement, the Investors' Rights Agreement, the Voting Agreement, the Co-Sale Agreement, or any other agreement between the Investor (or its affiliates) and the Company, whether now existing or hereafter entered into. The grant of management rights pursuant to thi

8. Notices All notices, requests, demands, consents, and other communications under this letter shall be in writing and shall be deemed to have been duly given when (i) delivered personally, (ii) sent by electronic mail (with confirmation of receipt), (iii) sent by nationally recognized overnight courier service (with tracking confirmation), or (iv) sent by certified or registered mail, return receipt requested, post

9. Miscellaneous 9.1 Governing Law This letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the conflict-of-laws principles thereof that would result in the application of the laws of any other jurisdiction. 9.2 Amendment. This letter may not be amended, modified, or supplemented except by a written instrument duly executed by the Company and the