Extract to table

(the "Company") is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware, with its principal executive offices located at 1175 NW Couch Street, Suite 800, Portland, OR 97209, originally incorporated in 2016 and registered with the Delaware Secretary of State under File Number 6274913, and assigned Employer Identification Number 93-1485726 by the Internal Revenue Service; WHEREAS, in connection with the Company's Series C Preferred Stock financing, the Company previously entered into that certain Voting Agreement dated as of September 15, 2021 (the "Prior Agreement"), by and among the Company, the Founders, and the holders of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock of the Company, which Prior Agreement established certain rights and obligations with respect to the voting of shares of capital stock of the Company and the composition of the Board of Directors of the Company; WHEREAS, Pinnacle Venture Fund II LP, a Delaware limited partnership ("Pinnacle"), proposes to purchase shares of Series D Preferred Stock of the Company pursuant to that certain Series D Preferred Stock Purchase Agreement of even date herewith (the "Purchase Agreement"), by and among the Company and Pinnacle, for an aggregate purchase price of Sixty Million Dollars ($60,000,000); WHEREAS, as a condition to the closing of the transactions contemplated by the Purchase Agreement, the Parties desire to amend and restate the Prior Agreement in its entirety to, among other things, (a) add Pinnacle as a party hereto, (b) set forth the composition of the Board of Directors of the Company following the closing of the Series D Preferred Stock financing, (c) provide for certain drag-along rights and related obligations, and (d) make certain other amendments as set forth herein; and WHEREAS, the Parties agree that this Amended and Restated Voting Agreement shall supersede the Prior Agreement in its entirety upon its effectiveness, and that from and after the date hereof, the Prior Agreement shall be of no further force or effect

"Sale of the Company" has the meaning set forth in the definition of Change of Control; in the context of Article 4 (Drag-Along Rights), the terms "Sale of the Company" and "Change of Control" shall be used interchangeably

(d) All headings and captions contained in this Agreement are inserted for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the construction or interpretation of any provision hereof

(f) Words in the singular include the plural, and words in the plural include the singular, and the use of any gender shall be applicable to all genders

(h) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, as further provided in Section 8

(i) In the event of any conflict between the provisions of this Agreement and the provisions of the Restated Certificate, the provisions of the Restated Certificate shall control to the extent of such conflict