Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings ascribed to them below: "Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with")

ARTICLE 2 — RIGHT OF FIRST REFUSAL

Section 2.1 — Proposed Transfers; Proposed Transfer Notice Each Key Holder hereby agrees that, prior to making any Transfer of any Transfer Stock (any such proposed Transfer, a "Proposed Transfer"), such Key Holder (the "selling Key Holder") shall give written notice (a "Proposed Transfer Notice") to the Company and to each Investor at least forty-five (45) days prior to the consummation of such Proposed Transfer. Th

Section 2.2 — Company's Right of First Refusal (a) Company Notice. The Company shall have a primary right of first refusal to purchase all or any portion of the Transfer Stock proposed to be Transferred in the Proposed Transfer, on the same price, terms, and conditions as set forth in the Proposed Transfer Notice. Within fifteen (15) days after receipt of a Proposed Transfer Notice, the Company shall deliver written

Section 2.3 — Investors' Secondary Right of First Refusal (a) Investor Notice. If the Company does not exercise its right of first refusal with respect to all of the Transfer Stock identified in the Proposed Transfer Notice, the Company shall, promptly (and in any event within three (3) business days) after the expiration of the Company ROFR Exercise Period, give written notice (the "Investor Notice") to each Investo

Section 2.4 — Closing of ROFR Purchases The closing of any purchase of Transfer Stock pursuant to this Article 2 shall take place at the principal offices of the Company (or at such other location as the parties may mutually agree) within ten (10) days after the expiration of all applicable exercise periods (including, if applicable, the Over-Allotment Period). At such closing: (a) the selling Key Holder shall delive

Section 2.5 — Transfer to Prospective Transferee If the Company and the Investors do not collectively exercise their rights of first refusal under this Article 2 to purchase all of the Transfer Stock identified in the Proposed Transfer Notice, the selling Key Holder may Transfer the remaining Transfer Stock (i.e., the shares not purchased by the Company or the Investors) to the Prospective Transferee identified in th

ARTICLE 3 — CO-SALE RIGHTS (TAG-ALONG)

Section 3.1 — Co-Sale Right In the event that any Transfer Stock subject to a Proposed Transfer is not purchased by the Company or the Investors pursuant to the exercise of rights of first refusal under Article 2, each Investor shall have the right, but not the obligation, to participate in the Proposed Transfer on the same price, terms, and conditions as the selling Key Holder (the "Co-Sale Right"). Each Investor ex

Section 3.2 — Co-Sale Notice Each Investor wishing to exercise its Co-Sale Right shall deliver a written notice (the "Co-Sale Notice") to the selling Key Holder within fifteen (15) days after receipt of the Proposed Transfer Notice or, if later, within fifteen (15) days after the expiration of all applicable ROFR exercise periods under Article 2 (including, if applicable, the Over-Allotment Period). The Co-Sale Notic

Section 3.3 — Effect on Key Holder The number of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Transfer to the Prospective Transferee shall be correspondingly reduced on a share-for-share basis by the aggregate number of shares to be sold by all Investors exercising their Co-Sale Rights pursuant to this Article 3. The selling Key Holder shall not consummate any Proposed Transfer unless

Section 3.4 — Delivery of Shares Each participating Investor shall deliver to the selling Key Holder (or directly to the Prospective Transferee, as directed by the selling Key Holder in writing) one or more stock certificates representing the shares to be sold by such Investor, properly endorsed for transfer or accompanied by duly executed stock powers, free and clear of all liens, claims, encumbrances, and restricti

Section 3.5 — Failure to Close; Return of Shares If the Proposed Transfer is not consummated within the applicable period set forth in Section 2.5(c) (or such longer period as may be agreed upon in writing by the selling Key Holder and the participating Investors), all stock certificates and other instruments delivered by the participating Investors in connection with the Proposed Transfer shall be returned to the re

Section 3.6 — Violations; Remedies In the event that a Key Holder makes or attempts to make a Transfer of Transfer Stock in contravention of this Article 3, whether by failing to provide the required Proposed Transfer Notice, by failing to permit co-sale participation by the Investors, or by otherwise violating the provisions of this Article 3: (a) each Investor that was not afforded the opportunity to exercise its C

Section 4.1 — Exempt Transfers Defined Notwithstanding anything to the contrary contained in Articles 2 and 3 of this Agreement, the rights of first refusal set forth in Article 2 and the co-sale rights set forth in Article 3 shall not apply to any of the following Transfers (each, an "Exempt Transfer"): (a) any Transfer by a Key Holder to such Key Holder's spouse, domestic partner, lineal descendants (including chil

Section 4.2 — Conditions to Exempt Transfers Notwithstanding the exemptions set forth in Section 4.1, each Exempt Transfer shall be subject to the following conditions: (a) Each Permitted Family Transferee and each Affiliate transferee receiving Transfer Stock in an Exempt Transfer shall, as a condition precedent to the effectiveness of such Transfer, execute and deliver to the Company a joinder agreement in the form

ARTICLE 5 — LEGEND AND STOP-TRANSFER INSTRUCTIONS

Section 5.1 — Legend Each certificate (or, in the case of uncertificated shares, each book-entry notation maintained by the Company's transfer agent or in the Company's stock records) representing shares of Transfer Stock or other shares of Capital Stock that are subject to the terms and conditions of this Agreement shall bear (or be subject to) a legend substantially in the following form: "THE SHARES REPRESENTED BY

Section 5.2 — Stop-Transfer Instructions The Company hereby agrees to issue appropriate stop-transfer instructions to its transfer agent (if any), or if the Company does not have a transfer agent, to note in its stock ledger and corporate records, the restrictions on Transfer set forth in this Agreement with respect to all shares of Transfer Stock and all other shares of Capital Stock that are subject to this Agreeme

Section 6.1 — Termination Events This Agreement (other than Section 7.9 (Governing Law), Section 7.10 (Jurisdiction; Venue), and Section 7.13 (Notices), which provisions shall survive any termination of this Agreement) shall terminate and be of no further force or effect upon the earliest to occur of any of the following events: (a) the closing of a Qualified IPO, as such term is defined in the Restated Certificate,

Section 6.2 — Effect of Termination Upon the termination of this Agreement pursuant to Section 6.1, all rights and obligations of the Parties under this Agreement shall cease and be of no further force or effect, except that (a) the provisions identified in Section 6.1 as surviving termination shall continue in full force and effect, (b) any rights or obligations that have accrued prior to the date of termination, in

ARTICLE 7 — GENERAL PROVISIONS

Section 7.1 — Additional Key Holders; Joinder Any Person who acquires shares of Capital Stock after the date hereof and who is required by the Board of Directors, or by the terms of any equity incentive plan, stock option agreement, restricted stock agreement, or other agreement with the Company, to become a party to this Agreement as a Key Holder, shall, as a condition precedent to such acquisition, execute and deli

Section 7.2 — Amendment and Waiver (a) This Agreement may be amended, and any provision of this Agreement may be waived, only with the prior written consent of each of the following: (i) the Company; (ii) the holders of a majority of the then-outstanding shares of Capital Stock held by the Investors (on an as-converted-to-Common-Stock basis); and (iii) the Key Holders holding a majority of the shares of Transfer Stoc

Section 7.3 — Assignment The rights of any Party under this Agreement are not assignable, in whole or in part, except (a) by an Investor to a permitted transferee who becomes a party to this Agreement by executing and delivering a joinder agreement in the form of Exhibit A, and (b) as otherwise expressly provided herein with respect to Exempt Transfers in accordance with Article 4. The obligations of the Key Holders

Section 7.4 — Successors and Assigns Subject to the restrictions on assignment set forth in Section 7.3, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their r

Section 7.5 — Severability If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law or regulation, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceabl

Section 7.6 — Entire Agreement This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement dated as of August 15, 2025, the Voting Agreement dated as of August 15, 2025, and the Restated Certificate, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, of

Section 7.7 — Specific Performance The Parties acknowledge and agree that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement and that any such breach would cause the non-breaching Party or Parties irreparable harm. Accordingly, the Parties agree that, in addition to any other remedies available at law or in equity, each Party shall be entitled to seek and obtain equit

Section 7.8 — Delays or Omissions No delay or omission to exercise any right, power, or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting Party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or d

Section 7.9 — Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws 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 Delaware.

Section 7.10 — Jurisdiction; Venue Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement (including the existence, validity, interpretation, performance, breach, or termination hereof) shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over

Section 7.11 — Waiver of Jury Trial EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY (A)

Section 7.12 — Counterparts; Electronic Signatures This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which counterparts together shall constitute one and the same instrument. The exchange of copies of this Agreement or of signature pages by facsimile, email attachment in portable document format (.pdf), Brightwater Softwa

Section 7.13 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally to the party to whom directed, (b) on the first business day following the date of deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners

Section 7.14 — Attorneys' Fees In any action, suit, or proceeding brought by any Party to enforce any provision of this Agreement or to obtain any remedy with respect to a breach hereof, the prevailing Party (as determined by the court or other tribunal having jurisdiction) shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and expenses (including fees and costs on appea

Section 7.15 — Aggregation of Stock All shares of Capital Stock held or acquired by Affiliated entities or Persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated entities or Persons may exercise any such rights on an aggregated basis as though all such shares were held by a single Person. For the avoidance of doubt, Cobalt Ventures

Section 7.16 — Stock Splits, Stock Dividends, Etc. All references to share quantities and per-share amounts contained in this Agreement shall be appropriately and equitably adjusted to reflect any stock split, reverse stock split, stock dividend, combination, reclassification, recapitalization, or other similar event affecting the number or character of outstanding shares of Capital Stock occurring after the date her

Section 7.17 — Further Assurances Each Party agrees to execute and deliver, from time to time, such additional instruments, documents, conveyances, or 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 confirm and effectuate the rights, restrictions, and obligations contemplated hereby. [Signature Pages Follow] SIGNAT

1. Joinder to Agreement. The New Party hereby acknowledges that it has received and reviewed a copy of the Agreement. The New Party hereby agrees that, effective as of the date hereof, the New Party shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms, and conditions of the Agreement that are applicable to a [Key Holder / Invest