Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the following respective meanings: "Affiliate" means, with respect to any specified person or entity, any other person or entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person or entity. For purposes of this definition, "control" (incl

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) references in this Agreement to Sections, Articles, and Exhibits are references to Sections and Articles of, and Exhibits to, this Agreement; (b) the headings and captions used in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of any provision hereof; (c) the word "including

ARTICLE 2: REGISTRATION RIGHTS

Section 2.1 — Demand Registration (a) Request for Registration. At any time after the earlier of (i) five (5) years after the date of this Agreement (i.e., February 9, 2031) or (ii) one hundred eighty (180) days after the effective date of the registration statement filed in connection with the Company's IPO, the Initiating Holders may request in writing that the Company effect a registration under the Securities Act

Section 2.2 — Piggyback Registration (a) Notice. If at any time after the date of this Agreement, the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to

Section 2.3 — Form S-3 Registration (a) Eligibility and Request. At such time as the Company becomes eligible to use Form S-3 (or any successor form thereto) for the registration of securities under the Securities Act, the Holders of at least twenty percent (20%) of the then-outstanding Registrable Securities may request in writing that the Company effect a registration on Form S-3 (or such successor form) of Registr

Section 2.4 — Obligations of the Company Whenever required under this Article 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective; keep such registratio

Section 2.5 — Furnish Information It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effec

Section 2.6 — Expenses of Registration All Registration Expenses incurred in connection with any registration, qualification, or compliance pursuant to this Article 2 shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the selling Holders pro rata on the basis of the number of Registrable Securities so registered by each such selling Holder. No

Section 2.7 — Indemnification in Connection with Registration (a) Company Indemnification of Holders. To the extent permitted by law, the Company shall indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, managers, employees, agents, and representatives of each such selling Holder, and each person, if any, who controls such selling Holder within the meaning of the Securitie

Section 2.8 — Reports Under the Exchange Act With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, the Company agrees to: (a) make and keep available public information, as those terms are understood and defined in

Section 2.9 — Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the then-outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant to such holder or prospective holder registration rights with

Section 2.10 — "Market Stand-Off" Agreement (a) Lock-Up Obligation. Each Key Holder (being Dr. Priya Ramaswamy and Dr. Julian Ochoa) and each Holder of Registrable Securities hereby agrees that, in connection with the IPO, such person shall not, without the prior written consent of the managing underwriter, during the period commencing on the effective date of the registration statement filed in connection with the I

Section 2.11 — Termination of Registration Rights The registration rights granted under this Article 2 shall terminate with respect to any particular Holder upon the earliest to occur of the following: (a) the closing of a Deemed Liquidation Event, as such term is defined in the Restated Certificate; (b) with respect to a particular Holder, when all Registrable Securities held by such Holder (and its Affiliates, part

Section 3.1 — Delivery of Financial Statements (Major Investors) The Company shall deliver to each Major Investor the following: (a) Annual Audited Financial Statements. As soon as practicable, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, audited consolidated financial statements of the Company for such fiscal year, consisting of a balance sheet, an income st

Section 3.2 — Delivery of Information to All Investors The Company shall deliver to each Investor (whether or not such Investor qualifies as a Major Investor): (a) Copies of the Company's annual federal and state income tax returns (or a summary thereof in reasonable detail), within fifteen (15) days after the filing thereof with the applicable taxing authority. (b) Such other information relating to the financial co

Section 3.3 — Inspection Rights Each Major Investor shall have the right, at such Major Investor's sole expense, to visit and inspect the Company's properties, examine its books of account and records (including corporate, financial, and operating records), and discuss the Company's affairs, finances, and accounts with its officers, Key Employees, and independent auditors (currently Graystone & Pallister CPAs, LLP),

Section 3.4 — Confidentiality Each Investor agrees that any information received by such Investor pursuant to this Article 3 constitutes confidential information of the Company ("Confidential Information") and shall be kept strictly confidential by such Investor and shall not be disclosed to any third party without the prior written consent of the Company, except that each Investor may disclose such information: (a)

Section 3.5 — Termination of Information Rights The information and inspection rights granted under this Article 3 shall terminate upon the earliest to occur of the following: (a) the closing of the IPO; (b) a Deemed Liquidation Event, as such term is defined in the Restated Certificate; or (c) the dissolution, liquidation, or winding up of the Company.

ARTICLE 4: RIGHTS OF PARTICIPATION (PRO RATA RIGHTS)

Section 4.1 — Right of First Offer Subject to the terms and conditions of this Article 4 and applicable securities laws, each Major Investor shall have the right to purchase its Pro Rata Share of any New Securities that the Company may from time to time propose to sell and issue after the date of this Agreement, in order to enable such Major Investor to maintain its percentage ownership of the Company on a fully-dilu

Section 4.2 — New Securities "New Securities" shall mean equity securities of the Company, whether or not now authorized, as well as rights, options, or warrants to purchase such equity securities, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for such equity securities. Notwithstanding the foregoing, "New Securities" shall not include the following (collectively, "Ex

Section 4.3 — Procedures (a) Notice. In the event the Company proposes to undertake an issuance of New Securities, the Company shall give each Major Investor written notice of such proposed issuance (the "Issuance Notice") at least fifteen (15) days prior to the proposed closing date of such issuance. The Issuance Notice shall describe (i) the type and number of New Securities proposed to be issued, (ii) the price pe