Contract analysis

Section 1. Representations and Warranties The undersigned hereby certifies that each of the representations and warranties of the Company contained in Section 3 of the Purchase Agreement is true and correct in all material respects as of the date of the Purchase Agreement and as of the date hereof (the "Closing Date," being February 9, 2026), with the same force and effect as though such representations and warrantie

Section 2. Performance of Covenants and Obligations The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, and obligations required by the Purchase Agreement to be performed or complied with by the Company at or prior to the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically certifies that the foll

Section 3. Absence of Material Adverse Effect The undersigned hereby certifies that, since the date of the Purchase Agreement, there has been no event, occurrence, condition, change, effect, or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the business, assets, properties, financial condition, results of operations, or prospects of the

Section 4. Capitalization The undersigned hereby certifies that the capitalization of the Company is as set forth below. 4.1 Capitalization Immediately Prior to the Closing. Immediately prior to the Closing, and giving effect to the option pool increase described in Section 2(c) of this Certificate but prior to the issuance of the Series Seed Preferred Stock, the authorized, issued, and outstanding capital stock of t

Section 5. Completion of Required Filings The undersigned hereby certifies that all filings and registrations required to be made by the Company on or prior to the Closing Date have been duly made, including the following: (a) The Amended and Restated Certificate of Incorporation of the Company has been duly filed with, and accepted by, the Secretary of State of the State of Delaware on February 9, 2026. (b) The Comp

Section 6. No Litigation The undersigned hereby certifies that there is no action, suit, proceeding, claim, arbitration, or investigation pending before any court, tribunal, governmental body, agency, or arbitrator, or, to the knowledge of the undersigned, threatened against the Company, any of its officers, directors, or key employees (in their capacity as such), or any of its properties or assets, that: (a) questio

Section 7. Legal Opinion and Other Deliverables The undersigned hereby confirms that the Company has caused its outside legal counsel, Whitfield & Ames LLP (Catherine Devereaux, Partner), to prepare and deliver to the Investors a legal opinion letter dated as of the Closing Date (the "Legal Opinion"), opining as to the matters required by Section 5.1(e) of the Purchase Agreement, including without limitation the due

Section 8. Board Composition The undersigned hereby certifies that the Board of Directors of the Company, effective as of the Closing, consists of five (5) members, constituted as follows in accordance with the Voting Agreement and the Restated Certificate: (a) Common Stock Directors (2 seats). The following two (2) directors have been designated by, and elected by, the holders of the Company's Common Stock: (i) Dr.

Section 9. Legal Fee Reimbursement The undersigned hereby confirms that, in accordance with the terms of the Purchase Agreement, the Company will reimburse Cobalt Ventures Fund III, LP for its reasonable and documented legal fees and out-of-pocket expenses incurred in connection with the negotiation, documentation, and consummation of the transactions contemplated by the Purchase Agreement, in an aggregate amount not

Section 10. Governing Law This Certificate 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 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 Delaware. [Remainder of page int