Extract to table

Unless earlier converted or repaid in accordance with the terms of the Notes, all outstanding principal and accrued and unpaid interest shall become due and payable on the Maturity Date

• Change of Control Provision: In the event of a Change of Control (as defined in the Notes) prior to the conversion or maturity of the Notes, each holder shall be entitled to receive the greater of (i) 2

• Most Favored Nation (MFN) Provision: The Notes contain a Most Favored Nation provision whereby, if the Company issues any subsequent convertible promissory note, simple agreement for future equity (SAFE), or similar convertible instrument on terms more favorable to the holders thereof than the terms of the Notes (including, without limitation, a lower valuation cap, a greater conversion discount, or more favorable interest or other economic terms), the holders of the Notes shall have the right to adopt such more favorable terms on a prospective basis

The Section 228(e) notice must inform such non-consenting stockholders that the corporate action approved by the Stockholder Consent has been taken without a meeting and without their vote

3 State Blue Sky / Notice Filings As detailed in the Blue Sky / State Notice Filings Memorandum dated January 18, 2024 prepared by Nina Reyes, Senior Associate at Calderwood & Harkness LLP, the Company is required to make state notice filings in connection with the convertible note offering in the following jurisdictions: • Delaware — The Company's state of incorporation

In most states, Regulation D notice filings must be made within fifteen (15) days after the first sale of securities in the state