Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute. "Affiliate" means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such speci

ARTICLE 2 — VOTING PROVISIONS REGARDING BOARD OF DIRECTORS

Section 2.1 — Board Composition; Size of the Board. (a) Board Size. The authorized number of members of the Board of Directors shall be five (5). Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other necessary or desirable actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Compan

Section 2.2 — Failure to Designate a Director. In the event that any party or group of parties entitled to designate a director pursuant to Section 2.1 fails to designate such a replacement director within sixty (60) days after a vacancy is created on the Board (whether by reason of death, disability, resignation, removal, or otherwise), the remaining members of the Board then in office may fill the vacancy on an int

Section 2.3 — Removal of Board Members. (a) Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control, to remove from the Board any director designated pursuant to Section 2.1 at the written request of the party or parties entitled to designate such director. Such removal shall be with or without cause, as determined by the

Section 2.4 — Vacancies. In the event of any vacancy on the Board created by the death, disability, resignation, or removal of any director who was designated pursuant to Section 2.1, such vacancy shall be filled solely by a person designated by the party or parties entitled to designate such director under Section 2.1. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions ne

Section 2.5 — No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability whatsoever as a result of designating, nominating, or voting for the election of any person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company. Each Stockholder acknowledges and agrees that the for

Section 2.6 — Compensation; Expenses. Unless otherwise approved by the Board of Directors (including the affirmative vote of the Investor Director), directors shall receive no cash compensation for their service on the Board of Directors. Notwithstanding the foregoing, the Company shall promptly reimburse each non-employee director for reasonable and documented out-of-pocket expenses incurred in connection with atten

Section 2.7 — Board Observer Rights. The Parties acknowledge that board observer rights have been granted to Cobalt Ventures Fund III, LP pursuant to a separate side letter agreement between the Company and Cobalt Ventures Fund III, LP, dated as of even date herewith (the "Cobalt Side Letter"). Pursuant to the Cobalt Side Letter, Cobalt Ventures Fund III, LP is entitled to designate one (1) additional representative

ARTICLE 3 — VOTE TO INCREASE AUTHORIZED COMMON STOCK

Section 3.1 — Increase in Authorized Shares. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other necessary or desirable actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, and including, without limitation, attendance at meetings in person or by proxy for purposes of ob

Section 4.1 — Actions to be Taken; Approval Threshold. (a) In the event that a Drag-Along Sale (that is, a Change of Control transaction in which the aggregate consideration to be received by the stockholders of the Company is not less than the Drag-Along Threshold of Eighty-Four Million Dollars ($84,000,000)) is approved by each of the following (collectively, the "Electing Holders"): (i) the holders of a majority o

Section 4.2 — Conditions to Drag-Along Obligations. The obligations of the Stockholders under Section 4.1 shall be subject to the satisfaction of each of the following conditions: (a) Equal Treatment. Each holder of Shares shall receive the same form and amount of consideration per share (on an as-converted-to-Common-Stock basis) as every other holder of the same class or series of Shares, subject to appropriate adju

Section 4.3 — Drag-Along Sale Notice. The Company shall give written notice (the "Drag-Along Notice") to each Stockholder not less than twenty (20) days prior to the anticipated closing date of the Drag-Along Sale. The Drag-Along Notice shall set forth, in reasonable detail: (a) the name and address of the proposed acquiror or acquirors; (b) the proposed aggregate amount and form of the consideration to be paid to th

Section 4.4 — Effect of Failure to Comply. If any Stockholder fails to comply with the obligations set forth in this Article 4 within the time periods specified herein, including any failure to deliver executed transaction documents within ten (10) business days following receipt of the Drag-Along Notice (or such shorter period as may be specified in the Drag-Along Notice, but in no event less than five (5) business

Section 5.1 — Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted to the Parties under this Agreement are effective and that the Parties enjoy the benefits hereof. Without limiting the generality of the foregoing, the Company shall use its best efforts to (a) cause the nomination and election of the directors as provided in

Section 5.2 — Irrevocable Proxy and Power of Attorney. Each Stockholder hereby constitutes and appoints as such Stockholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, the Company and the Chief Executive Officer and Secretary of the Company, and each of them, to vote or to execute written consents with respect to such Stockholder's Shares solely to the extent and in the manner pr

Section 5.3 — Specific Enforcement. The Parties acknowledge and agree that the covenants and obligations of the Parties hereunder are unique and that a breach of, or failure to perform, any of the terms and provisions of this Agreement would cause irreparable harm and injury to the other Parties for which damages at law would be an inadequate remedy. Accordingly, each Party agrees that, in addition to any other right

Section 6.1 — Restrictions on Transfer. No Stockholder shall Transfer any Shares (or any interest therein) unless the transferee of such Shares executes and delivers to the Company a written instrument, in form and substance reasonably satisfactory to the Company and the holders of a majority of the shares of Series Seed Preferred Stock then outstanding, pursuant to which such transferee agrees to be bound by, and su

Section 6.2 — Permitted Transfers. Notwithstanding the provisions of Section 6.1, the restrictions on Transfer set forth in Section 6.1 shall not apply to any of the following Transfers, provided that in each case the transferee agrees in writing to be bound by the terms and conditions of this Agreement: (a) any Transfer by an Investor to an Affiliate of such Investor, provided that if such transferee subsequently ce

ARTICLE 7 — ADDITIONAL STOCKHOLDERS

Section 7.1 — Additional Stockholders. In the event that the Company issues additional shares of Common Stock, Series Seed Preferred Stock, or any other Equity Securities after the date hereof (whether pursuant to the conversion of convertible notes, the exercise of warrants or stock options, or otherwise), the Company shall, as a condition to such issuance, require the purchaser, recipient, or holder of such shares

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, hereby represents and warrants to each other Party as of the date hereof as follows: (a) Power and Authority. Such Stockholder has the requisite legal capacity, power, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is

Section 8.2 — Representations and Warranties of the Company. The Company hereby represents and warrants to each Stockholder as of the date hereof as follows: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE Corp. File No. 7294531). The Company is duly qualified and authorized to do business and is in goo

Section 9.1 — Termination. This Agreement shall automatically terminate, and the rights and obligations of the Parties hereunder shall cease, upon the earliest to occur of any of the following events: (a) the closing of a Qualified Public Offering; (b) the closing of a Change of Control that has been approved in accordance with the terms of this Agreement and the Restated Certificate, including any Drag-Along Sale co

Section 9.2 — Effect of Termination. Upon the termination of this Agreement in accordance with Section 9.1, none of the Parties shall have any further rights, obligations, or liabilities under this Agreement; provided, however, that (i) Article 10 (Miscellaneous) shall survive the termination of this Agreement to the extent that the provisions therein, by their nature, are intended to survive termination (including,

Section 10.1 — Successors and Assigns. Except as otherwise expressly provided herein, the terms, conditions, and provisions of this Agreement shall bind and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement, except in connectio

Section 10.2 — Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal substantive laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (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 De

Section 10.3 — Jurisdiction; Venue. Any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby, or any dispute relating to any of the foregoing, shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction over a particular matter, any state court or federal court of the

Section 10.4 — Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which together shall constitute one and the same agreement. Counterpart signature pages to this Agreement may be delivered by facsimile transmission, by electronic mail in portable document format (.pdf), or by any

Section 10.5 — Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally to the Party to be notified, (b) sent by a nationally recognized overnight courier service (with tracking capability and proof of delivery), (c) sent by registered or c

Section 10.6 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement dated as of even date herewith, the Right of First Refusal and Co-Sale Agreement dated as of even date herewith, the Restated Certificate, the Cobalt Side Letter dated as of even date herewith, the Pinewood Side Letter dated as of even date herewith, the Escrow Agreement dated as of even date herewit

Section 10.7 — Amendment and Waiver. This Agreement may be amended, modified, or supplemented, and the observance of any term or provision hereof may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), only by a written instrument signed by (a) the Company, (b) the holders of a majority of the shares of Series Seed

Section 10.8 — Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision (or any other portion of such provision) of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable

Section 10.9 — Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any Party under this Agreement shall impair any such right, power, or remedy of such Party, and no such delay or omission shall be construed to be a waiver of any breach or default under this Agreement or an acquiescence therein, or of or in any similar breach or default thereafter occurring. All remedies, whe

Section 10.10 — Adjustments for Stock Splits, Etc. All share numbers and per-share prices referenced in this Agreement (including, without limitation, the definition of Major Investor, the Drag-Along Threshold, and the numbers of shares set forth on Exhibit A and Exhibit B) shall be subject to proportional and equitable adjustment in the event of any stock split, reverse stock split, stock dividend, combination, recl

Section 10.11 — Aggregation of Stock. All Shares held or acquired by Affiliated entities or Persons of a Stockholder shall be aggregated together for the purpose of determining the availability of, and the exercise of, any rights under this Agreement, including, without limitation, the determination of whether any Investor qualifies as a Major Investor. For the avoidance of doubt, shares held by a trust, family limit

Section 10.12 — Attorneys' Fees. In any action, suit, or proceeding brought to enforce the provisions of this Agreement or to interpret or construe the rights of the Parties hereunder, the prevailing Party (as determined by the court or other adjudicative body having jurisdiction over such action, suit, or proceeding) shall be entitled to recover its reasonable attorneys' fees, costs, and expenses (including fees and

Section 10.13 — Further Assurances. Each Party agrees to execute, acknowledge, and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement and to effectuate the transactions contemplated hereby. Without limiting the generality of the foregoing, each Party agrees t