Contract analysis

1. Grant of Management Rights The Company hereby grants to the Investor the contractual right to substantially participate in, or substantially influence the conduct of, the management of the Company, as more particularly described in this Letter. The Management Rights granted herein are intended to be, and shall be construed as, contractual rights of the Investor that are legally enforceable against the Company in a

2. Consultation Rights 2.1 Right to Consult with Management The Investor, including Pinnacle Capital Management (in its capacity as general partner of the Investor) and their respective officers, employees, partners, members, and designated representatives (collectively, "Investor Representatives"), shall have the right, at any time and from time to time, to consult with and advise the management of the Company regar

3. Board Representation Reference is hereby made to that certain Amended and Restated Voting Agreement dated as of [__], 2022, by and among the Company and the stockholders party thereto (the "Voting Agreement"), pursuant to which the Investor has the right to designate one (1) member to the Board of Directors of the Company (the "Board"). The Investor has designated Marcus Trejo (or his designee) as the initial Pinn

4. Access to Facilities, Books, and Records 4.1 Facility Access The Company shall permit the Investor and its Investor Representatives to visit and inspect any of the properties, offices, facilities, and other premises owned, leased, or operated by the Company and its subsidiaries, including the Company's headquarters located at 1175 NW Couch Street, Suite 800, Portland, OR 97209, and any other current or future offi

5. Information Rights Reference is hereby made to the information rights of the Investor set forth in the Investors' Rights Agreement, which include, among other things, the following: (a) Quarterly Financial Statements. Unaudited financial statements of the Company (including a balance sheet, income statement, statement of cash flows, and statement of stockholders' equity), prepared in accordance with generally acce

6. Scope and Purpose; Venture Capital Investment Qualification 6.1 Investment Advisers Act The parties acknowledge and agree that the Management Rights granted herein are intended to ensure that the Investor's investment in the Company qualifies as a "venture capital investment" for purposes of the exemption from registration as an investment adviser under Section 203(l) of the Advisers Act and Rule 203(l)-1 promulga

7. Confidentiality The Investor acknowledges that, in the course of exercising the Management Rights granted herein, including through its access to the Company's facilities, books, records, personnel, and information, the Investor and its Investor Representatives may receive or become aware of confidential and proprietary information of the Company and its subsidiaries, including trade secrets, financial data, busin

8. No Management Obligation; No Fiduciary Duty of Investor Nothing in this Letter shall obligate the Investor or any of its Investor Representatives to exercise any of the Management Rights granted herein, to consult with or advise the Company's management on any particular matter, to attend any particular meeting, or to take any particular action with respect to the Company or its business. The Management Rights are

9. Duration and Termination The Management Rights granted herein shall continue in full force and effect for so long as the Investor, or any of its affiliates (including Pinnacle Capital Management LLC and any successor general partner of the Investor), holds any shares of Series D Preferred Stock of the Company, or any shares of Common Stock of the Company issued upon conversion of such Series D Preferred Stock. Upo

10. Remedies The Investor shall be entitled to specific performance and injunctive relief (including temporary restraining orders, preliminary injunctions, and permanent injunctions) in the event of any breach or threatened breach of this Letter by the Company, in addition to any and all other remedies available at law or in equity. The Company hereby acknowledges and agrees that (a) a breach or threatened breach of

11. Miscellaneous 11.1 Governing Law This Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (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 Delaware. Each party hereby irrevocably sub