Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. (a) "Board" means the Board of Directors of the Company, as constituted from time to time in accordance with the Company's Certificate of Incorporation and Bylaws, as each may be am

ARTICLE 2: VESTING OF RESTRICTED SHARES

Section 2.1 — Vesting Schedule. The Restricted Shares shall be subject to vesting in accordance with the schedule set forth in this Section 2.1 and as further summarized in Exhibit A attached hereto. Except as otherwise provided in this Agreement, Founder must remain in continuous Service through each applicable vesting date for the Restricted Shares to vest on such date. (a) Total Restricted Shares. A total of 3,500

Section 2.2 — Vesting Status as of the Date of this Agreement. The Parties acknowledge and agree that, as of the Effective Date of this Agreement (February 9, 2026), the following vesting milestones have been achieved or are applicable: (a) Approximately thirty-one (31) months and twenty-five (25) days have elapsed since the Vesting Commencement Date of June 15, 2023. (b) The initial cliff vesting of 875,000 shares o

Section 2.3 — Cessation of Vesting. All vesting of the Restricted Shares shall cease immediately upon the date of Founder's Termination for any reason, whether voluntary or involuntary, with or without Cause, and whether by reason of death, Disability, or otherwise. No partial monthly vesting credit shall be given for any month in which Founder's Termination occurs before the applicable monthly vesting date (i.e., th

Section 2.4 — Acceleration Events. (a) No Single-Trigger Acceleration. Except as otherwise expressly provided in this Section 2.4, there shall be no acceleration of the vesting of the Restricted Shares upon the occurrence of a Change of Control (as defined in Section 2.5) alone, and the vesting of the Restricted Shares shall continue in accordance with the schedule set forth in Section 2.1, subject to the assumption,

Section 2.5 — Change of Control Definition. For purposes of this Agreement, "Change of Control" means the occurrence of any one or more of the following events: (a) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in one transaction or a series of related transactions; (b) a merger, consolidation, share exchange, re

ARTICLE 3: COMPANY REPURCHASE RIGHT

Section 3.1 — Repurchase Right. Upon Founder's Termination for any reason (whether voluntary, involuntary, with or without Cause, or by reason of death or Disability), the Company shall have the right, but not the obligation, to repurchase all or any portion of the Unvested Shares as of the date of Termination (the "Repurchase Right"). The Repurchase Right shall be exercisable by the Company (or its assignee, as prov

Section 3.2 — Repurchase Price. The repurchase price per Unvested Share (the "Repurchase Price") shall be the lower of: (a) the original cost per share paid by Founder for such shares (i.e., par value of $0.0001 per share, or the price actually paid by Founder, if different, as reflected in the Company's books and records); and (b) the fair market value per share of Common Stock as of the date of Founder's Terminatio

Section 3.3 — Exercise of Repurchase Right. (a) Notice. The Company shall exercise the Repurchase Right by delivering written notice (the "Repurchase Notice") to Founder (or, in the event of Founder's death or Disability, to Founder's estate, personal representative, or legal guardian, as applicable) at any time within the Repurchase Period. The Repurchase Notice shall specify: (i) the number of Unvested Shares to be

Section 3.4 — Escrow of Unvested Shares. (a) Delivery of Stock Assignment. Concurrently with the execution and delivery of this Agreement, Founder shall deliver to the Secretary of the Company (or such other person as may be designated by the Board from time to time) a stock assignment separate from certificate, in the form attached hereto as Exhibit B, duly endorsed by Founder in blank, covering all Unvested Shares

Section 3.5 — No Obligation to Repurchase Vested Shares. For the avoidance of doubt, the Company shall have no right or obligation to repurchase any Vested Shares under this Agreement. The Repurchase Right set forth in this Article 3 shall apply solely to Unvested Shares as of the date of Founder's Termination. Nothing in this Agreement shall restrict the Company's ability to repurchase Vested Shares from Founder in

ARTICLE 4: RESTRICTIONS ON TRANSFER

Section 4.1 — Transfer Restrictions. Founder shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, encumber, gift, grant a security interest in, or otherwise dispose of (each, a "Transfer") any Unvested Shares, except as follows: (a) to the Company (or its assignee) pursuant to the Repurchase Right set forth in Article 3 of this Agreement; (b) pursuant to a Change of Control that has been ap

Section 4.2 — Permitted Transfers. Notwithstanding the restrictions set forth in Section 4.1, Founder may Transfer Restricted Shares (whether Vested or Unvested) to a revocable trust established by Founder for the sole benefit of Founder and/or Founder's immediate family members (defined as Founder's spouse, domestic partner, children, grandchildren, parents, or siblings), provided that the following conditions are s

Section 4.3 — Legend. Each certificate representing Restricted Shares (or, if the Restricted Shares are held in book-entry form, each book-entry notation maintained by the Transfer Agent) shall bear or be subject to the following legends (or substantially equivalent legends): (a) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A FOUNDER STOCK RESTRICTION AGREEMENT DATED AS OF FEBRUARY 9, 2026, BY AND BETWE

Section 5.1 — Section 83(b) Election. (a) Founder acknowledges that Founder has been advised by the Company to consult with Founder's own tax advisor regarding the advisability of filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the Restricted Shares. Founder understands that Section 83(b) of the Code permits an individual who receives property in c

Section 5.2 — Tax Withholding. (a) Founder shall be solely responsible for all federal, state, local, and foreign tax obligations arising from the acquisition, vesting, repurchase, or disposition of the Restricted Shares, including, without limitation, any income taxes, self-employment taxes, and any penalties or interest resulting from the failure to properly report or pay such obligations. (b) The Company shall hav

Section 5.3 — No Tax Advice. Founder acknowledges and agrees that the Company, its officers, directors, employees, agents, and counsel are not providing Founder with any tax, legal, or financial advice in connection with this Agreement or the Restricted Shares. Founder is strongly encouraged to seek independent advice from Founder's own tax, legal, and financial advisors with respect to the tax and other consequences

ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF FOUNDER Founder hereby represents and warrants to the Company as follows:

Section 6.1 — Investment Representations. (a) Founder represents and warrants that the Restricted Shares were acquired by Founder solely for Founder's own account, for investment purposes only, and not with a view to the distribution, resale, or other disposition thereof in violation of applicable federal or state securities laws. (b) Founder represents and warrants that Founder is an "accredited investor" as such te

Section 6.2 — Access to Information. Founder represents and warrants that Founder has had access to all information regarding the Company, its business, financial condition, prospects, operations, assets, and liabilities that Founder considers necessary or appropriate for the purpose of deciding whether to accept the restrictions set forth in this Agreement. Founder has had the opportunity to ask questions of, and re

Section 6.3 — Authority. Founder represents and warrants that Founder has full legal capacity, power, and authority to enter into this Agreement and to perform Founder's obligations hereunder. The execution, delivery, and performance of this Agreement by Founder does not and will not (a) violate any law, rule, regulation, order, judgment, or decree applicable to Founder, (b) conflict with, result in a breach of, or c

Section 6.4 — Existing Agreements. Founder acknowledges and confirms that Founder is a party to each of the following agreements with the Company, each dated as of February 9, 2026 (or, in the case of the PIIA, such other date as set forth therein), and that the Restricted Shares are subject to the terms and conditions thereof: (a) the Proprietary Information and Inventions Assignment Agreement (the "PIIA"); (b) the

ARTICLE 7: RIGHTS AS STOCKHOLDER

Section 7.1 — Voting Rights. Subject to the terms and conditions of the Voting Agreement, Founder shall have full voting rights with respect to all Restricted Shares (including both Vested Shares and Unvested Shares) for so long as Founder is the record holder thereof (or, if the Restricted Shares are held by a permitted transferee pursuant to Section 4.2, for so long as such permitted transferee is the record holder

Section 7.2 — Dividends and Distributions. Founder shall be entitled to receive any and all dividends or other distributions declared and paid by the Company on the Common Stock with respect to both Vested Shares and Unvested Shares, at the same rate and on the same terms as all other holders of Common Stock; provided, however, that any cash or non-cash dividends or distributions paid or issued with respect to Unvest

Section 7.3 — Adjustments. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification, exchange of shares, reorganization, or similar event affecting the Common Stock after the Effective Date, the number of Restricted Shares (and the number of Vested Shares and Unvested Shares), the Repurchase Price per share, and any other terms of this Agreement that are ba

ARTICLE 8: COOPERATION AND FURTHER ASSURANCES

Section 8.1 — Cooperation. Founder agrees to execute and deliver, promptly upon request by the Company, any and all additional documents, instruments, stock powers, certificates, and agreements, and to take any and all further actions, as may be reasonably requested by the Company or its legal counsel to effectuate the purposes and intent of this Agreement, including, without limitation: (a) delivering stock powers,

Section 8.2 — Company Obligations. The Company shall maintain accurate and complete records of Founder's vesting status with respect to the Restricted Shares, including the number of Vested Shares and Unvested Shares as of any given date, and shall make such records available to Founder upon reasonable request. The Company shall promptly notify Founder in writing upon the vesting of any Restricted Shares, and shall t

Section 9.1 — Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules, principles, or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the la

Section 9.2 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, the Proprietary Information and Inventions Assignment Agreement, and any exhibits and schedules attached hereto or thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supers

Section 9.3 — Amendment and Waiver. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument signed by the Company (acting through a duly authorized officer) and Founder; provided, that no amendment, modification, or waiver that would adversely affect the rights of the holders of the Series Seed Preferred Stock of the Company under this Agreement shall be effectiv

Section 9.4 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. In such event, the Parties shall negotiate in good faith to agree upon

Section 9.5 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and effective upon the earliest of: (a) personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service (e.g., Severin Partners LLC or Halcyon Partners LLC), prepai

Section 9.6 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Founder may not assign this Agreement or any of Founder's rights or obligations hereunder without the prior written consent of the Company, except in connection with a Permitted T

Section 9.7 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, portable document format (.pdf), or other electronic signature (including via DocuSign or similar electronic signature platform), and any such electron

Section 9.8 — Specific Performance. The Parties acknowledge and agree that a breach of this Agreement would cause irreparable harm to the non-breaching Party for which monetary damages alone would not be an adequate remedy. Accordingly, the Parties agree that, in addition to any other remedies available at law or in equity, either Party shall be entitled to seek specific performance of the terms of this Agreement, in

Section 9.9 — No Employment Guarantee. Nothing in this Agreement shall confer upon Founder any right to continue in the employ or service of the Company or any subsidiary or affiliate thereof, or shall interfere with or restrict in any way the right of the Company or any subsidiary or affiliate thereof to terminate Founder's Service at any time, with or without Cause, with or without notice, and for any reason or no

Section 9.10 — Conflict with Other Agreements. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of any other agreement among the Parties (including, without limitation, the Purchase Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, or the Voting Agreement), the terms and provisions of such other ag