Contract analysis

1. The name of the Corporation is Verdana Software, Inc. The Corporation was originally incorporated under the name "Verdana Software, Inc." by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on March 14, 2016. The Corporation's file number with the Delaware Secretary of State is 6274913. The Corporation's federal employer identification number is 93-148572

2. This Amended and Restated Certificate of Incorporation (the "Restated Certificate") amends, restates, and supersedes in its entirety the Corporation's existing Certificate of Incorporation, as previously amended and restated, and has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the "DGCL"). This Restated Certificate

3. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

ARTICLE I NAME The name of the Corporation is Verdana Software, Inc.

ARTICLE II REGISTERED AGENT AND REGISTERED OFFICE

Section 2.1 — Registered Office and Agent. The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801. The name of the Corporation's registered agent at such address is Cascade Systems

Section 2.2 — Principal Business Office. The principal business office of the Corporation (which shall not constitute its registered office for purposes of Delaware law) is located at 1175 NW Couch Street, Suite 800, Portland, Oregon 97209, or at such other place as the Board of Directors of the Corporation may from time to time determine.

ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out such purpose, including, without limitation, the power to own, lease, and operate property and assets of every kind and description, to borrow money, to issue notes, bonds, and other evidences of

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is [●] shares, consisting of: (a) [●] shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and (b) [●] shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"). The number of authorized shares of Common Stock or Preferred Stock may be increa

Section 4.2 — Designation of Preferred Stock Series. The Preferred Stock authorized by this Restated Certificate is hereby designated into the following series, each having the rights, preferences, privileges, and restrictions set forth herein: (a) 12,000,000 shares of Series A Preferred Stock (the "Series A Preferred Stock" or "Series A Preferred"); (b) 16,000,000 shares of Series B Preferred Stock (the "Series B Pr

Section 4.3 — Common Stock. The rights, preferences, privileges, and restrictions granted to and imposed on the Common Stock are as set forth in Article V below.

ARTICLE V RIGHTS, PREFERENCES, AND PRIVILEGES OF COMMON STOCK

Section 5.1 — Voting Rights. Each holder of record of Common Stock shall be entitled to one (1) vote for each share of Common Stock standing in such holder's name on the books of the Corporation on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise required by this Restated Certificate or by applicable law, the holders of Common Stock shall vote together with the holders of Pr

Section 5.2 — Dividends. Subject to the prior and preferential rights of the holders of Preferred Stock set forth in Section 6.1, and subject to any other provisions of this Restated Certificate, the holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors out of any assets of the Corporation legally available therefor, such dividends as may be declared from time

Section 5.3 — Liquidation. Subject to the prior and preferential rights of the holders of Preferred Stock set forth in Section 6.2, upon any Liquidation Event (as defined in Section 6.2(a)), the holders of shares of Common Stock shall be entitled to share ratably in all remaining assets of the Corporation available for distribution to its stockholders, in proportion to the number of shares of Common Stock held by eac

Section 5.4 — No Preemptive Rights. No holder of Common Stock shall be entitled, as a matter of right, to subscribe for, purchase, or receive any part of any new or additional issue of stock of any class, whether now or hereafter authorized, or of bonds, debentures, or other securities convertible into or exchangeable for stock, except as may otherwise be provided by contract or agreement.

ARTICLE VI RIGHTS, PREFERENCES, AND PRIVILEGES OF PREFERRED STOCK The Preferred Stock shall have the following rights, preferences, privileges, and restrictions:

Section 6.1(a) — Series D Preferred Dividends. The holders of the outstanding shares of Series D Preferred Stock shall be entitled to receive cumulative dividends at the rate of eight percent (8%) per annum of the Series D Original Issue Price (as defined below) per share, accruing on a daily basis from the date of issuance of such shares, whether or not declared by the Board of Directors, and whether or not there sh

Section 6.1(b) — Series A, B, and C Preferred Dividends. The holders of the outstanding shares of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock shall be entitled to receive cumulative dividends at the rate of eight percent (8%) per annum of the applicable Original Issue Price per share for each such series, accruing on a daily basis from the date of issuance of such shares, whether

Section 6.1(c) — Payment Priority of Dividends. The dividend rights of the Series D Preferred Stock shall rank pari passu with the dividend rights of the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock. In the event that funds are available to pay dividends but are insufficient to pay all accrued and unpaid dividends on all series of Preferred Stock in full, such funds shall b

Section 6.2 — Liquidation Rights.

Section 6.2(a) — Definition of Liquidation Event. A "Liquidation Event" shall mean: (i) any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation; (ii) any merger, consolidation, share exchange, or similar transaction in which the stockholders of the Corporation immediately prior to such transaction do not hold, immediately following such transaction, at least a majority o

Section 6.2(b) — Series D Liquidation Preference. In the event of any Liquidation Event, before any distribution or payment shall be made to the holders of Common Stock or to the holders of any other series of Preferred Stock ranking junior to the Series D Preferred Stock with respect to liquidation preference, each holder of then-outstanding shares of Series D Preferred Stock shall be entitled to receive, out of the

Section 6.2(c) — Series A, B, and C Liquidation Preferences. In the event of any Liquidation Event, the holders of the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders, the following amounts per share: (i) Series C Preferred Stock: Each holder of then-outstanding sh

Section 6.2(d) — Payment Priority (Liquidation Waterfall). The Liquidation Preferences of the Series D Preferred Stock, the Series C Preferred Stock, the Series B Preferred Stock, and the Series A Preferred Stock shall rank pari passu with one another. In the event of any Liquidation Event, the Liquidation Preferences of all series of Preferred Stock shall be paid simultaneously, on a pari passu basis, before any dis

Section 6.2(e) — Remaining Assets After Payment of Preferences. After the payment in full of the Liquidation Preferences to all holders of Preferred Stock entitled thereto (or the setting apart of a sum sufficient for such payment), the remaining assets of the Corporation available for distribution to its stockholders shall be distributed ratably among the holders of Common Stock in proportion to the number of shares

Section 6.2(f) — Insufficient Assets. If, upon any Liquidation Event, the assets of the Corporation available for distribution to its stockholders are insufficient to permit the payment in full of the aggregate Liquidation Preferences to all holders of all series of Preferred Stock, then the entire assets of the Corporation available for distribution shall be distributed ratably among all holders of Preferred Stock i

Section 6.2(g) — Valuation of Non-Cash Consideration. Whenever the distribution provided for in this Section 6.2 shall be payable in property other than cash, the value of such distribution shall be the fair market value thereof as determined in good faith by the Board of Directors. In the event of a Deemed Liquidation Event, if any portion of the consideration payable to the stockholders of the Corporation consists

Section 6.3 — Conversion Rights.

Section 6.3(a) — Optional Conversion. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, without the payment of any additional consideration by the holder, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the applicable Original Issue Price for such series by the applicable Conversion Price (a

Section 6.3(b) — Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the then-applicable Conversion Rate for such series upon the earliest to occur of: (i) the closing of a firmly underwritten public offering of shares of Common Stock of the Corporation pursuant to an effective registration statement under the Securities Act of 1933, as amended, resultin

Section 6.3(c) — Conversion Mechanics. (i) Before any holder of Preferred Stock shall be entitled to convert such shares into shares of Common Stock upon an optional conversion, such holder shall surrender the certificate or certificates therefor (or, in the case of uncertificated shares, deliver an instruction letter in form reasonably acceptable to the Corporation), duly endorsed, at the office of the Corporation o

Section 6.4 — Anti-Dilution Protection.

Section 6.4(a) — Series D Anti-Dilution — Full Ratchet. If the Corporation shall at any time or from time to time after the original issuance date of the Series D Preferred Stock issue any additional shares of Common Stock or Preferred Stock (or rights, options, warrants, or other securities exercisable for or convertible into Common Stock) (collectively, "Additional Shares") at a price per share (or having an effect

Section 6.4(b) — Series A, B, and C Anti-Dilution — Broad-Based Weighted Average. If the Corporation shall at any time or from time to time after the original issuance date of the applicable series of Preferred Stock issue any Additional Shares at a price per share (or having an effective conversion or exercise price per share) less than the then-applicable Conversion Price for the Series A Preferred Stock, the Serie

Section 6.4(c) — Excluded Issuances. Notwithstanding the foregoing, no adjustment to any Conversion Price shall be made in connection with the issuance of any of the following (collectively, "Excluded Issuances"): (i) shares of Common Stock (or options or restricted stock units to acquire shares of Common Stock) issued or issuable to employees, officers, directors, consultants, or other service providers of the Corpo

Section 6.4(d) — Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of a Conversion Price pursuant to this Section 6.4, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail t

Section 6.5(a) — General Voting. Each holder of outstanding shares of Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which such holder's shares of Preferred Stock are then convertible pursuant to Section 6.3, at each meeting of stockholders of the Corporation (and in each written consent in lieu of a meeting) with respect to any and all matters presen

Section 6.5(b) — Series D Separate Class Vote. For so long as any shares of Series D Preferred Stock remain outstanding, the Corporation shall not, without the prior written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Series D Preferred Stock, voting as a separate class: (i) amend, alter, or repeal any provision of this Restated Certificate or the Bylaws of the Corporati

Section 6.5(c) — Protective Provisions Applicable to All Preferred Stock. For so long as any shares of Preferred Stock remain outstanding, the Corporation shall not, without the prior written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted basis): (i) amend, alter, or repeal any provision of this Restated

Section 6.6 — Pinnacle-Specific Consent Rights (Protective Provisions). For so long as Pinnacle Venture Fund II LP (or any of its Affiliates, as defined below) holds at least [●]% of the shares of Series D Preferred Stock originally purchased by Pinnacle Venture Fund II LP pursuant to the Series D Preferred Stock Purchase Agreement (the "Pinnacle Ownership Threshold"), the Corporation shall not, without the prior wri

Section 6.6(a) — Debt Consent Right. Incur, assume, guarantee, or otherwise become liable for any indebtedness for borrowed money (including, without limitation, any capital lease obligations, purchase money indebtedness, or guaranty of indebtedness of any other person or entity) in excess of Five Million Dollars ($5,000,000) in the aggregate outstanding at any time, excluding (A) amounts outstanding under the Corpor

Section 6.6(b) — Budget Deviation Consent Right. Approve, adopt, or permit the Corporation's actual annual operating expenditures (in the aggregate) to deviate by more than fifteen percent (15%) from the annual operating budget or plan approved by the Board of Directors for the applicable fiscal year, whether by increasing expenditures above the approved budget or by reducing revenues materially below the approved re

Section 6.6(c) — Additional Consent Rights. Without the prior written consent of Pinnacle Venture Fund II LP: (i) The Corporation shall not change or materially alter its principal line of business, or enter into any business materially different from its current business of developing and commercializing enterprise software solutions and related products and services. (ii) The Corporation shall not enter into any tr

Section 6.7 — Redemption Rights.

Section 6.7(a) — Election to Redeem. At any time on or after the fifth (5th) anniversary of the original issuance date of the Series D Preferred Stock (the "Redemption Eligibility Date"), upon the written election (a "Redemption Election") of the holders of a majority of the then-outstanding shares of Series D Preferred Stock, the Corporation shall redeem all outstanding shares of Series D Preferred Stock in three (3

Section 6.7(b) — Redemption Price. The per-share redemption price for each share of Series D Preferred Stock to be redeemed (the "Redemption Price") shall be the greater of: (i) the Series D Original Issue Price plus all accrued but unpaid dividends thereon as of the applicable redemption date; and (ii) the fair market value per share of such Series D Preferred Stock as of the applicable redemption date, as determine

Section 6.7(c) — Mechanics of Redemption. The Corporation shall give written notice of each redemption installment to each holder of Series D Preferred Stock not less than thirty (30) days prior to the applicable redemption date, specifying the number of shares to be redeemed, the Redemption Price, and the date and place of redemption. On or before the applicable redemption date, each holder of Series D Preferred Sto

Section 6.7(d) — Termination of Rights. Upon the full payment of the Redemption Price for any share of Series D Preferred Stock, all rights of the holder thereof as a holder of such share shall cease (except the right to receive the Redemption Price), and such share shall no longer be deemed outstanding. [Drafter's Note: Redemption rights were proposed by Pinnacle and are an open negotiation point. Series A, B, and C

Section 6.8 — Pay-to-Play Provision.

Section 6.8(a) — Pay-to-Play Obligation. If the Corporation consummates a Qualified Financing (as defined below), each holder of Preferred Stock shall have the obligation to purchase its pro rata share of the securities issued in such Qualified Financing, determined based on such holder's percentage ownership of the Corporation's outstanding capital stock on an as-converted, fully-diluted basis immediately prior to s

Section 6.8(b) — Consequences of Failure to Participate. If any holder of Preferred Stock fails to purchase at least its full Pro Rata Share of the securities offered in a Qualified Financing (a "Non-Participating Holder"), all shares of Preferred Stock held by such Non-Participating Holder shall automatically be converted into an equal number of shares of Common Stock (on an as-converted basis at the then-applicable

Section 6.8(c) — Qualified Financing. As used herein, a "Qualified Financing" shall mean any issuance by the Corporation of shares of Preferred Stock (or securities convertible into Preferred Stock) in a bona fide equity financing transaction with aggregate gross proceeds to the Corporation of at least $[●].

Section 6.8(d) — Applicability. The pay-to-play provisions of this Section 6.8 shall apply to all holders of Preferred Stock, including holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, without exception. [Drafter's Note: This Section reflects Pinnacle's proposal for a mandatory pay-to-play provision applicable to all Preferred Stock holders. Verdan

ARTICLE VII BOARD OF DIRECTORS

Section 7.1 — Board Size and Composition. The number of directors constituting the entire Board of Directors of the Corporation shall be seven (7), unless otherwise changed by amendment to this Restated Certificate or the Bylaws of the Corporation in accordance with applicable law and subject to the protective provisions set forth in Article VI. The Board of Directors shall be composed as follows: (a) Two (2) directo

Section 7.2 — Removal and Vacancies. Each designated director may be removed from office, with or without cause, only by the affirmative vote or written consent of the party or parties entitled to designate such director pursuant to Section 7.1 above. No other person or group of stockholders shall be entitled to vote for the removal of a designated director, and any purported removal by any other person or group shal