Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Amended Certificate" means the Amended and Restated Certificate of Incorporation of the Company in substantially the form attached hereto as Exhibit A, to be filed with the Secretary of State of the State of Delaware prior to or concurrently with the Closing, setting forth the rights, preferences, privil

Section 1.2 — Other Defined Terms In addition to the terms defined in Section 1.1, certain other terms are defined elsewhere in this Agreement and shall have the meanings ascribed to them in the sections in which they are defined. The location of the definition of each such term is set forth below for convenience of reference:

Section 1.3 — Rules of Construction Unless the context otherwise requires: (a) the words "hereof," "herein," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) words importing the singular shall include the plural and vice versa; (c) references to "Sections," "Articles," "Exhibits," and "Schedules" shall be to the sections, arti

ARTICLE 2 — PURCHASE AND SALE OF SERIES A PREFERRED STOCK

Section 2.1 — Sale and Issuance of Series A Preferred Stock (a) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing, and the Company agrees to sell and issue to each such Investor at the Closing, the number of shares of Series A Preferred Stock set forth opposite such Investor's name on the Schedule of Investors attached hereto as Schedule

Section 2.2 — Conversion of Convertible Notes (a) Concurrently with the Closing, the outstanding Convertible Notes (with an aggregate original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), plus estimated accrued and unpaid simple interest of approximately Two Hundred Two Thousand Five Hundred Dollars ($202,500) through the anticipated Closing Date, for a total conversion amount of approx

Section 2.3 — Closing; Delivery (a) Closing. The closing of the purchase and sale of the Shares contemplated by this Agreement (the "Closing") shall take place on a date to be mutually agreed upon by the Company and the Lead Investor, which date is targeted for June 15, 2026 (the "Closing Date"). The Closing shall take place at the offices of Calderwood & Harkness LLP, 555 Mission Street, Suite 3100, San Francisco, C

Section 2.4 — Closing Deliverables (a) Company Deliverables. At or prior to the Closing, the Company shall deliver, or cause to be delivered, to each Investor each of the following: (i) A certified copy of the Amended and Restated Certificate of Incorporation of the Company, as filed with and accepted by the Secretary of State of the State of Delaware, bearing the file stamp of such office; (ii) An executed counterpa

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to each Investor, as of the date hereof and as of the Closing Date (except for those representations and warranties that speak as of a specific date, which are made only as of such specific date), that the statements contained in this Article 3 are true and correct in all respects, except as set forth in the Disclosur

Section 3.1 — Organization, Good Standing, and Qualification The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 7384219; Employer Identification Number 93-4817265). The Company has the requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently co

Section 3.2 — Authorization All corporate action on the part of the Company, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance by the Company of this Agreement and each of the other Transaction Agreements, the authorization of the Amended Certificate, and the authorization, issuance, sale, and delivery of the Shares has been taken or will be taken prior to

Section 3.3 — Valid Issuance of Shares The Shares, when issued, sold, and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly and validly authorized and issued, fully paid and nonassessable, and free and clear of all liens, encumbrances, security interests, charges, claims, restrictions, and rights of any kind, other than restrictions on transfer arising under th

Section 3.4 — Capitalization (a) Authorized Capital Stock. As of immediately prior to the Closing (and after giving effect to the filing of the Amended Certificate), the authorized capital stock of the Company shall consist of the following: (i) Common Stock: The Company is authorized to issue a total number of shares of Common Stock as set forth in the Amended Certificate, par value $0.0001 per share, of which 8,000

Section 3.5 — Subsidiaries The Company does not presently own, and has not at any time owned, any equity interest, membership interest, or other ownership interest (direct or indirect) in any corporation, partnership, limited liability company, joint venture, association, or other entity. The Company has no subsidiaries.

Section 3.6 — Financial Statements (a) The Company has delivered to the Investors the following financial statements (collectively, the "Financial Statements"): (i) unaudited financial statements of the Company for the fiscal year ended December 31, 2025, consisting of a balance sheet, income statement, and statement of cash flows; and (ii) unaudited interim financial statements of the Company for the three (3)-month

Section 3.7 — Absence of Changes Since March 31, 2026, the date of the Most Recent Financial Statements, except as expressly contemplated by this Agreement or as set forth in the Disclosure Schedules, (a) there has been no event, occurrence, development, or state of circumstances or facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, and (b) the Com

Section 3.8 — Intellectual Property (a) The Company owns, or has valid and enforceable rights to use, all Company IP that is necessary for or material to the conduct of the Company's business as presently conducted and as proposed to be conducted. To the Company's knowledge, the Company's rights in and to the Company IP are valid and enforceable, and no Company IP that is owned by the Company is subject to any outsta

Section 3.9 — Material Contracts (a) Disclosure Schedule 3.9 sets forth a complete and accurate list of all material contracts, agreements, instruments, and commitments to which the Company is a party or by which the Company or any of its assets is bound (the "Material Contracts"), including: (i) customer subscription agreements with an annual contract value in excess of $50,000; (ii) vendor or supplier contracts wit

Section 3.10 — Litigation There is no action, suit, proceeding, claim, complaint, arbitration, mediation, or investigation pending or, to the Company's knowledge, threatened in writing against or affecting the Company, any of its officers, directors, or Key Employees (in their capacities as such), or any of the Company's assets or properties, before any court, arbitrator, mediator, or governmental authority. The Comp

Section 3.11 — Compliance with Laws; Permits (a) The Company is in compliance in all material respects with all applicable laws, rules, regulations, statutes, ordinances, orders, judgments, and decrees of all federal, state, local, and foreign governmental authorities, including those relating to labor and employment, environmental matters, privacy and data security, and securities laws. (b) The Company is not a regi

Section 3.12 — Tax Matters (a) The Company has timely filed (taking into account all applicable extensions) all federal, state, local, and foreign income tax returns and all other material tax returns required to be filed by the Company. All such tax returns are true, correct, and complete in all material respects. The Company has timely paid all taxes shown to be due on such tax returns and all other taxes due and p

Section 3.13 — Employee Matters (a) As of the date hereof, the Company has thirty-eight (38) full-time employees, distributed among the following functional areas: twenty-four (24) in engineering, six (6) in sales and marketing, five (5) in general and administrative, and three (3) in executive positions. (b) The Key Employees of the Company are: (i) Dr. Amara Osei — Chief Executive Officer and co-Founder; holder of

Section 3.14 — Benefits and Compensation Disclosure Schedule 3.14 sets forth a complete and accurate list of all employee benefit plans, programs, arrangements, policies, and agreements, including health insurance plans, retirement plans, stock option plans, bonus plans, and severance arrangements, maintained, sponsored, or contributed to by the Company for the benefit of its current or former employees, officers, di

Section 3.15 — Insurance The Company maintains insurance policies of the types and in the amounts customary for a company of its size, stage, and industry. Disclosure Schedule 3.15 sets forth a complete and accurate list of all insurance policies maintained by the Company, including the insurer, policy number, coverage amount, premium, deductible, and expiration date for each such policy. All such insurance policies

Section 3.16 — Real Property (a) The Company does not own, and has never owned, any real property. (b) The Company's principal executive offices are located at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116, which premises are occupied by the Company pursu