Contract analysis

ARTICLE 1 — DEFINITIONS 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including the terms "con

ARTICLE 2 — BOARD COMPOSITION; VOTING PROVISIONS 2.1 Board Size and Composition. The Board of Directors shall consist of five (5) members. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other necessary or desirable actions 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, and

ARTICLE 3 — VOTING ON OTHER MATTERS 3.1 Protective Provisions. In addition to the voting obligations set forth in Article 2 and Article 5, each Stockholder acknowledges and agrees that the Restated Certificate contains certain protective provisions that require the consent of specified classes or series of capital stock of the Company prior to the Company taking certain actions. Without limiting the generality of the

ARTICLE 4 — TRANSFER RESTRICTIONS ON VOTING OBLIGATIONS 4.1 Binding on Transferees. No Stockholder shall Transfer any of such Stockholder's Shares to any Person unless and until such transferee has executed and delivered to the Company a joinder to this Agreement, substantially in the form attached hereto as Exhibit C (a "Joinder Agreement"), agreeing to be bound by all of the terms and obligations of this Agreement

ARTICLE 5 — DRAG-ALONG 5.1 Drag-Along Obligation. In the event that (a) the holders of a majority of the then-outstanding shares of Common Stock (voting together as a single class) and (b) the holders of a majority of the then-outstanding shares of Preferred Stock (Series Seed Preferred Stock and Series A Preferred Stock, voting together as a single class on an as-converted-to-Common-Stock basis) (collectively, the "

ARTICLE 6 — COVENANTS OF THE COMPANY 6.1 Board Matters. The Company shall use its best efforts to ensure that the rights granted under this Agreement are effective and that the actions required under this Agreement are taken, including using its best efforts to cause the nomination and election of the directors as provided in Section 2.1 hereof. Without limiting the generality of the foregoing, the Company shall (a)

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES 7.1 Representations of Each Party. Each Party to this Agreement hereby represents and warrants to each other Party hereto, as of the date hereof, as follows: (a) Power and Authority. Such Party has the requisite power and authority (and, in the case of a natural person, the legal capacity) to execute, deliver, and perform this Agreement and to consummate the transactions con

ARTICLE 8 — TERM AND TERMINATION 8.1 Term. This Agreement shall become effective upon the closing of the transactions contemplated by the Purchase Agreement (the target closing date being June 15, 2026, or such other date as the parties to the Purchase Agreement may agree) and shall continue in full force and effect until the earliest to occur of the following: (a) the closing of a Qualified IPO; (b) the closing of a

ARTICLE 9 — MISCELLANEOUS 9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law principles, rules, or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of De