Contract analysis

1. DEFINITIONS 1.1 Generally. Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the Purchase Agreement or, if not defined therein, in the IRA. 1.2 Defined Terms. As used in this Side Letter, the following terms shall have the following meanings: (a) "Board" means the Board of Directors of the Company, as constituted from time to time in accordance w

2. ADDITIONAL INFORMATION RIGHTS 2(a) Monthly KPI Dashboard. In addition to the information rights granted to Major Investors under Section 3.1 of the IRA (which include, among other things, annual audited financial statements, quarterly unaudited financial statements, monthly management reports, and an annual budget and business plan), the Company shall prepare and deliver to the Investor a monthly key performance i

3. BOARD OBSERVER RIGHT 3.1 Appointment of Observer. The Company shall permit one (1) additional representative designated by the Investor (the "Observer") to attend all regular and special meetings of the Board in a nonvoting, observer capacity. For the avoidance of doubt, this Observer right is in addition to, and not in lieu of, the Investor's right under the Voting Agreement to designate one (1) member of the Boa

4. MOST FAVORED NATION CLAUSE 4.1 MFN Right. If the Company enters into any side letter agreement, supplemental agreement, or similar arrangement (whether written or oral, and whether characterized as a side letter, supplement, amendment, or otherwise) with any other investor in the Financing (including, without limitation, Pinewood Health Ventures, LLC, Thornfield Capital Partners, LP, or Atlas Point Angel Syndicate

5. ANNUAL DATA PRIVACY AND SECURITY COMPLIANCE AUDIT RIGHT 5.1 Audit Right. The Investor shall have the right, exercisable no more than one (1) time during each twelve (12)-month period during the term of this Side Letter, to conduct or cause to be conducted (through qualified third-party auditors, consultants, or other professionals selected by the Investor) a compliance audit of the Company's data privacy and secur

6. CONSENT RIGHT OVER SIGNIFICANT EXPENDITURES 6.1 Consent Requirement. The Company shall not make, commit to, or authorize any single expenditure or series of related expenditures in excess of Two Hundred Thousand Dollars ($200,000) without the prior written consent of the Investor (which consent shall not be unreasonably withheld, conditioned, or delayed). For purposes of this Section 6, "single expenditure" includ

7. TERM AND TERMINATION 7.1 Effective Date. This Side Letter shall become effective as of the date first written above (February 9, 2026). 7.2 Termination. This Side Letter shall remain in full force and effect until the earliest to occur of: (i) the mutual written agreement of the Company and the Investor to terminate this Side Letter; (ii) the closing of a Qualified IPO (as defined in the Company's Amended and Rest

8. CONFIDENTIALITY 8.1 General Obligation. The terms and provisions of this Side Letter are confidential and shall not be disclosed by either Party to any third party without the prior written consent of the other Party, except as expressly provided in this Section 8. 8.2 Permitted Disclosures. Notwithstanding Section 8.1, either Party may disclose the terms and provisions of this Side Letter: (i) to such Party's res

9. RELATIONSHIP TO TRANSACTION DOCUMENTS 9.1 Supplemental Agreement. This Side Letter is supplemental to, and shall be read together with, the Transaction Documents. The execution and delivery of this Side Letter is a condition to the closing of the transactions contemplated by the Purchase Agreement. 9.2 Conflict. In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of th

10. GOVERNING LAW; DISPUTE RESOLUTION 10.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof that would require or permit the application of the laws of any other jurisdiction. 10.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this

11. NOTICES All notices, requests, demands, consents, and other communications required or permitted under this Side Letter shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 7 of the Purchase Agreement. Without limiting the foregoing, notices shall be sent to the following addresses (or to such other address as a Party may designate by written notice to the other

12. AMENDMENTS AND WAIVERS 12.1 Amendments. This Side Letter may be amended, modified, or supplemented only by a written instrument executed and delivered by both the Company and the Investor. No oral agreement, course of dealing, or trade usage shall be effective to amend, modify, or supplement the terms of this Side Letter. 12.2 Waivers. No waiver of any provision of this Side Letter, or of any right or remedy here

13. ASSIGNMENT This Side Letter and the rights and obligations hereunder may not be assigned or transferred by either Party without the prior written consent of the other Party, which consent may be granted or withheld in such Party's sole discretion; provided, however, that the Investor may, without the prior written consent of the Company, assign its rights (but not its obligations, except in connection with a tran

14. ENTIRE AGREEMENT This Side Letter, together with the Transaction Documents (including all exhibits, schedules, and annexes thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, proposals, agreements, representations, warranties, and understandings, whether written or oral, relating to the sub

15. COUNTERPARTS; ELECTRONIC SIGNATURES This Side Letter 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. The exchange of executed counterparts of this Side Letter by electronic means (including by PDF transmitted via email or by electronic signature platform such as DocuSign or similar service) shall

16. SEVERABILITY If any provision of this Side Letter, or the application of any such provision to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Side Letter and the application of such provision to other persons, entities, or circumstances shall not be affected thereby, and each remaining provision of this Side L