Extract to table

This action by written consent shall have the same force and effect as if taken at a duly convened special meeting of the Board at which a quorum was present and acting throughout

1429 per share; WHEREAS, upon conversion at the applicable conversion price, the Convertible Notes will convert into approximately one million ninety-eight thousand three hundred sixty-two (1,098,362) shares of Series Seed Preferred Stock, and the exact number of shares issuable to each Noteholder shall be determined based on the principal and accrued interest outstanding under such Noteholder's Convertible Note as of the Effective Date; and WHEREAS, following such conversion, all obligations of the Company under the Convertible Notes shall be deemed satisfied in full and the Convertible Notes shall be cancelled and of no further force or effect

FURTHER RESOLVED, that the A&R Certificate be filed with the Secretary of State of the State of Delaware on or about February 9, 2026, and that such filing shall be effective upon acceptance by the Secretary of State

The Board shall consist of five (5) directors, comprised of: (A) two (2) directors designated by the holders of a majority of the outstanding Common Stock (the "Common Directors"), who shall initially be Dr

In the event that the Board and the holders of a majority of the outstanding Common Stock and a majority of the outstanding Series Seed Preferred Stock approve a sale, merger, or other change-of-control transaction (a "Drag-Along Sale") at a total transaction value equal to or exceeding Eighty-Four Million Dollars ($84,000,000) (representing two times (2×) the post-money valuation of the Financing), all stockholders party to the Voting Agreement shall be required to vote in favor of, consent to, and not object to, such Drag-Along Sale and shall take all actions necessary or desirable to consummate such transaction

In the event that the Company grants to any other Investor or future investor any right, preference, privilege, or term that is more favorable than those granted to Cobalt in connection with the Financing, the Company shall promptly offer such more favorable right, preference, privilege, or term to Cobalt