Contract analysis

Section 1.1 — Registered Office. The registered office of the Corporation in the State of Delaware shall be located at c/o Incorporations Ltd., 3500 South DuPont Highway, Dover, DE 19901, and the registered agent of the Corporation at such address shall be Incorporations Ltd. The registered office and registered agent of the Corporation may be changed from time to time by resolution of the Board of Directors (the "Bo

Section 1.2 — Principal Office. The principal office of the Corporation shall be located at 225 Binney Street, Suite 400, Cambridge, MA 02142. The Board may change the location of the principal office of the Corporation at any time by resolution duly adopted by the Board.

Section 1.3 — Other Offices. The Corporation may establish and maintain other offices at such places, either within or outside the State of Delaware, as the Board may from time to time determine or as the business of the Corporation may require. The establishment of any such office shall not be deemed to change the principal office or registered office of the Corporation unless expressly so designated by the Board.

Section 2.1 — Place of Meetings. Meetings of stockholders of the Corporation may be held at any place, within or outside the State of Delaware, as may be designated from time to time by the Board. In the absence of any such designation, meetings of stockholders shall be held at the principal office of the Corporation. The Board may, in its sole discretion, determine that any meeting of stockholders shall not be held

Section 2.2 — Annual Meeting. An annual meeting of stockholders shall be held for the election of directors and the transaction of such other business as may properly come before the meeting. The date, time, and place (if any) of each annual meeting of stockholders shall be designated by the Board. At each annual meeting, the stockholders entitled to vote thereat shall elect directors to serve on the Board in accorda

Section 2.3 — Special Meetings. Special meetings of stockholders may be called at any time by the Board, the Chairperson of the Board (if one has been appointed), the Chief Executive Officer, or the President. Special meetings of stockholders shall also be called by the Secretary at the request of the holders of shares of capital stock of the Corporation entitled to cast not less than a majority of the votes at such

Section 2.4 — Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special, shall be given to each stockholder of record entitled to vote at such meeting. Such notice shall state the date, time, and place (if any) of the meeting, the means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in th

Section 2.5 — Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion

Section 2.6 — Quorum. The holders of a majority of the voting power of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, except as otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws. If a quorum

Section 2.7 — Voting. Each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of stock held by such stockholder which has voting power upon the matter in question, unless otherwise provided in the Certificate of Incorporation. Without limiting the foregoing, the voting rights of the holders of shares of Series Seed Preferred Stock shall be as set forth in the

Section 2.8 — Proxies. Every person entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder by proxy. Every proxy must be signed by the stockholder or by such stockholder's attorney-in-fact and filed with the Secretary of the Corporation before or at the time of the meeting. A

Section 2.9 — Action Without a Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or

Section 2.10 — Stockholder List. The Secretary of the Corporation shall prepare and make, or cause to be prepared and made, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall refl

Section 2.11 — Inspectors of Election. Before or at any meeting of stockholders, the Board may appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If no inspector of election is so appointed, the chairperson of the meeting may, and upon the request of any stockholder entitled to vote shall, appoint one or more inspectors. In the event that any inspector previously appointed fa

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the DGCL, the Certificate of Incorporation, or these Bylaws required to be exercised or done by the stockholders of the Corporation.

Section 3.2 — Number, Election, and Term. The authorized number of directors of the Corporation shall be five (5). The composition of the Board shall be as set forth in the Voting Agreement dated February 9, 2026, among the Corporation, the holders of Common Stock, and the holders of Series Seed Preferred Stock (the "Voting Agreement"), as follows: (a) Two (2) directors designated by the holders of a majority of the

Section 3.3 — Vacancies. Vacancies on the Board, whether caused by resignation, death, removal, increase in the number of authorized directors, or otherwise, shall be filled in accordance with the Certificate of Incorporation and the Voting Agreement, as follows: (a) Vacancies in the Common Director seats shall be filled by the holders of a majority of the outstanding shares of Common Stock. (b) A vacancy in the Seri

Section 3.4 — Resignation. Any director may resign at any time by delivering notice in writing or by electronic transmission to the Chairperson of the Board, the Chief Executive Officer, or the Secretary of the Corporation. Such resignation shall be effective upon delivery thereof, unless the notice specifies a later effective date or an effective date determined upon the happening of an event, in each case in accord

Section 3.5 — Removal. Any director may be removed, with or without cause, by the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors, subject at all times to the terms and conditions of the Voting Agreement and the Certificate of Incorporation. If less than the entire Board is to be removed, no individual director may be removed if the votes cast

Section 3.6 — Regular Meetings. Regular meetings of the Board may be held at such times and at such places as shall be determined from time to time by the Board. No notice shall be required for any regular meeting of the Board, provided that the date, time, and place (if any) of such regular meetings have been previously fixed by the Board or communicated to all directors.

Section 3.7 — Special Meetings. Special meetings of the Board may be called at any time by the Chairperson of the Board (if one has been appointed), the Chief Executive Officer, the President, or any two (2) directors. Notice of any special meeting of the Board shall be given to each director at least forty-eight (48) hours before the meeting if such notice is delivered personally, by telephone, or by electronic tran

Section 3.8 — Place of Meetings; Meetings by Telephone. Meetings of the Board may be held at any place within or outside the State of Delaware. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participat

Section 3.9 — Quorum and Voting. A majority of the total number of authorized directors shall constitute a quorum for the transaction of business at any meeting of the Board. As of the date of adoption of these Bylaws, a quorum of the Board shall consist of three (3) out of five (5) directors. If a quorum is not present at any meeting of the Board, a majority of the directors present thereat may adjourn the meeting f

Section 3.10 — Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Boar

Section 3.11 — Board Observers. The Corporation shall permit board observers to attend meetings of the Board as provided in any side letter agreement or other agreement between the Corporation and any stockholder or investor of the Corporation. Cobalt Ventures Fund III, LP has the right to designate one (1) additional board observer (the "Cobalt Observer") pursuant to the Side Letter Agreement between the Corporation

Section 3.12 — Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation, the Board shall have the authority to fix the compensation of directors for their services as members of the Board and may provide for payment of a fixed sum and/or expenses of attendance, if any, for attendance at each regular or special meeting of the Board or any committee thereof. No such payment shall precl

Section 3.13 — Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the direc

ARTICLE IV — COMMITTEES OF THE BOARD

Section 4.1 — Establishment of Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation, by resolution adopted by a majority of the entire Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disquali

Section 4.2 — Audit Committee. The Board may establish an Audit Committee consisting of at least one (1) Independent Director. The Audit Committee shall be responsible for the oversight of the Corporation's financial reporting processes, the engagement and oversight of the Corporation's independent auditors (currently Graystone & Pallister CPAs, LLP, with Robert Milligan serving as the engagement partner), and the re

Section 4.3 — Compensation Committee. The Board may establish a Compensation Committee consisting of one or more directors. The Compensation Committee shall be responsible for the administration of the Corporation's 2024 Equity Incentive Plan (originally adopted by the Board on March 1, 2024, and subsequently amended to authorize a total of 1,600,000 shares of Common Stock for issuance thereunder, reflecting a 1,200,

Section 4.4 — Other Committees. The Board may from time to time establish such other committees as it deems necessary or appropriate for the conduct of the business and affairs of the Corporation.

Section 4.5 — Committee Rules. Each committee of the Board may adopt rules and procedures for its governance not inconsistent with these Bylaws or any resolution of the Board establishing such committee. Unless otherwise provided in the resolution of the Board designating the committee or in the rules adopted by the committee, a majority of the members of a committee shall constitute a quorum for the transaction of b

Section 5.1 — Designation of Officers. The officers of the Corporation shall include a Chief Executive Officer, a President, a Secretary, and a Chief Financial Officer (or Treasurer). The Board may also appoint one or more Vice Presidents, a Chief Technology Officer, a Chief Operating Officer, Assistant Secretaries, Assistant Treasurers, and such other officers as the Board may from time to time determine to be neces

Section 5.2 — Election and Term. Officers of the Corporation shall be elected by the Board. Each officer shall hold office until such officer's successor is duly elected and qualified, or until such officer's earlier death, resignation, or removal. A vacancy in any office may be filled by the Board at any regular or special meeting. The current officers of the Corporation as of February 9, 2026, are as follows: The i

Section 5.3 — Removal. Any officer may be removed at any time, with or without cause, by the Board. Such removal shall be without prejudice to the contractual rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contractual rights in favor of such officer.

Section 5.4 — Resignation. Any officer may resign at any time by giving written notice of resignation to the Board, the Chairperson of the Board, the Chief Executive Officer, or the Secretary. Such resignation shall be effective upon receipt of the notice or at such later time as may be specified in the notice. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it ef

Section 5.5 — Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board, have general supervision, direction, and control of the business and affairs of the Corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of a Chairperson of the Board (or if a Chairperson of the Board has not been designated), at all meetings of the B

Section 5.6 — President. The President shall perform the duties of the Chief Executive Officer in the absence or inability to act of the Chief Executive Officer, unless the Board shall otherwise provide. The President shall perform such other duties and have such other powers as the Board or the Chief Executive Officer may from time to time prescribe. As of the date of adoption of these Bylaws, Dr. Priya Ramaswamy ho

Section 5.7 — Vice Presidents. Each Vice President shall perform such duties and have such powers as the Board, the Chief Executive Officer, or the President may from time to time prescribe. In the absence or disability of the Chief Executive Officer and the President, the Vice Presidents, in order of their seniority or as otherwise determined by the Board, shall perform the duties and exercise the powers of the Chie

Section 5.8 — Secretary. The Secretary shall attend all meetings of the Board and all meetings of the stockholders and shall record or cause to be recorded the proceedings thereof in a book kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and all special meetings of the Board. The Secretary shall be the custodian of the corporate records and of the corp

Section 5.9 — Chief Financial Officer / Treasurer. The Chief Financial Officer (or Treasurer) shall have the custody and control of the corporate funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories

Section 5.10 — Chief Technology Officer. The Chief Technology Officer shall oversee all technology research and development activities of the Corporation and shall report directly to the Chief Executive Officer. The Chief Technology Officer shall have such powers and perform such duties as may be assigned from time to time by the Board or the Chief Executive Officer. As of the date of adoption of these Bylaws, Dr. Ju

Section 6.1 — Stock Certificates; Uncertificated Shares. Shares of stock of the Corporation may be represented by certificates or may be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of stock, or a combination of both, as determined by the Board. If shares are represented by certificates, each certificate shall state on its face the name of the Corporation, that the Co

Section 6.2 — Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof, or by such holder's attorney thereunto duly authorized and upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer. In the case of uncertifi

Section 6.3 — Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate of stock, or uncertificated shares in place of a certificate, in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authoriz

Section 6.4 — Record Holders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends, to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or sh

Section 6.5 — Legends. The Board may direct that certificates representing shares of stock (or notices relating to uncertificated shares) bear such legends as the Board considers appropriate to reference restrictions on transfer and other matters, including, without limitation: (a) Securities Act Legend. A legend referencing the fact that the shares have not been registered under the Securities Act of 1933, as amende

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 — Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it currently exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted prior to such amendment), any person (an "Indemnitee") who

Section 7.2 — Advancement of Expenses. The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnitee who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that such Advancement of Expenses shall be made only upon receipt of an undertaking (an "Undertaking") by or on behalf of the

Section 7.3 — Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and Advancement of Expenses to employees and agents of the Corporation with the same scope and effect as the indemnification and Advancement of Expenses provided to directors and officers of the Corporation under Sections 7.1 and 7.2 of these Bylaws.

Section 7.4 — Non-Exclusivity of Rights. The rights to indemnification and Advancement of Expenses conferred by this Article VII shall not be exclusive of any other rights to which any Indemnitee may be entitled under any statute, provision of the Certificate of Incorporation, provision of these Bylaws, agreement (including, without limitation, the Hargrove Indemnification Agreement), vote of stockholders or disinter

Section 7.5 — Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by

Section 7.6 — Survival. The rights to indemnification and Advancement of Expenses provided by, or granted pursuant to, this Article VII shall continue as to an Indemnitee who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such Indemnitee.