Approve $6.0M venture debt facility with Northgate Capital

Pack sealed July 9, 2026 at 5:00 PM EDT, seven days before the meeting. All 8 directors opened it before the vote. No late changes after sealing.

• Northgate term sheet (June 30, 2026) — opened by 8 of 8 directors
• 13-week cash forecast and runway model, base and downside — opened by 8 of 8 directors
• Alternatives memo: equity bridge vs. venture debt vs. no action — opened by 7 of 8 directors
• Counsel summary of covenants and default triggers — opened by 8 of 8 directors

RESOLVED, that the Board approves the Company entering into a $6.0M senior secured term loan facility with Northgate Capital on substantially the terms in the term sheet dated June 30, 2026 (Pack item 4.1), and authorizes the CEO and CFO to execute the definitive loan agreement.

Moved by Dana Whitfield (Chair); seconded by Marcus Oyelaran.

Priya Raman recused. Partner at a fund that is a limited partner in Northgate Capital's lender vehicle. Disclosed in the annual questionnaire and again on this item; left the room for discussion and vote.

7 for, 0 against, 1 recused (8 directors; quorum met). Passed. No dissent on record. Vote certified by the chair.

• Executed loan and security agreement (signed July 29, 2026)
• First $3.0M drawdown confirmation from Northgate (August 1, 2026)
• Counsel closing memo confirming conditions precedent were met

Closed by Elena Brandt, CFO.

Owner: Elena Brandt, CFO

• Execute definitive loan agreement — Elena Brandt, CFO, due July 31, 2026 · Done
• Add covenant tracking to the monthly board update — Elena Brandt, CFO, due August 15, 2026 · Done

90-day check: covenant compliance and runway. Metric: Minimum cash covenant headroom; months of runway. Target: Headroom ≥ $1.5M; runway ≥ 18 months. Due October 14, 2026 · Scheduled.