Standard Side Letter to accompany safe investment

Dear Neo Team:

This letter (the “ Letter Agreement”) confirms the agreement between [Company Name], a Delaware corporation (the “ Company”), and Neo 4.0, L.P. and Neo 4.0A, L.P. (together, with their affiliates, “ Investor”) with respect to Investor’s purchase from the Company of those certain simple agreements for future equity dated on or about the date hereof, including any amendments thereto (the “ Safes”). If Investor subsequently purchases any additional simple agreements for future equity or convertible securities from Company, then such additional securities shall also be defined as Safes and subject to the terms of this Letter Agreement, unless explicitly declined by the Company in writing at the time of such subsequent investment. Except as otherwise defined herein, each capitalized term shall have the meaning given such term in the Safes. In the event of any inconsistency or conflict between the provisions of the Safes and this Letter Agreement, the provisions of this Letter Agreement will prevail and govern.

1. Information and Management Rights.

(a) Investor shall, and shall cause its representatives to, hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with its rights under this Letter Agreement.

(b) Until the Reporting Expiration Date (as defined below), the Company shall deliver to Investor, if prepared by the Company for distribution to stockholders or third parties, unaudited or audited quarterly and annual financial statements; reasonable quarterly metrics about the Company’s progress; a capitalization table updated periodically; and an annual budget, to the extent prepared. “ Reporting Expiration Date” means the date that the Investor holds neither the Safes nor shares equivalent to at least 50% of the shares that the Safes converted into.

(c) Until the Reporting Expiration Date, the Company shall make reasonable efforts to notify Investor prior to soliciting investors for new capital via issuance of preferred equity, simple agreements for future equity, additional convertible securities, or any securities. Additionally, Company shall notify Investor by electronic mail no later than two business days after signing any term sheet or verbal agreement anticipating such a financing. The Company shall make available to Investor, upon Investor’s request, copies of any pitch decks, data rooms or other materials shared with prospective investors.

(d) The following rights are intended to be the minimum necessary for compliance with the federal ERISA Act as a Venture Capital Operating Company: Investor will be entitled to consult with and advise management of the Company on significant business issues, including management’s proposed annual operating plans, and management will meet with Investor regularly during each year at the Company’s facilities at mutually agreeable times for such consultation and advice and to review progress in achieving said plans. Investor may examine the books and records of the Company and inspect its facilities and will receive upon request information at reasonable times and intervals concerning the Company’s financial condition and operations, provided that access to highly confidential proprietary information and facilities need not be provided.

2. Pro Rata Rights through First Equity Financing.

Investor will have a right of first offer with respect to its Pro Rata Share (as defined below) (a) any sale by the Company, after the date hereof and through the first Equity Financing in which the Safe(s) convert (the “ First Equity Financing”), of its securities pursuant to any bona fide transaction or series of transactions with the principal purpose of raising capital, or (b) token sales and other similar forms of non-equity financings. For the purposes of this Section 2, Investor’s “ Pro Rata Share” is equal to the ratio of (i) the number of shares of the Company’s Common Stock then held by Investor or issued or issuable upon conversion of any shares of the Company’s Preferred Stock then held by Investor (assuming full conversion and exercise of all outstanding convertible and exercisable securities then outstanding, including any convertible promissory notes or simple agreements for future equity) to (ii) the total number of shares of the Company’s Common Stock then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding, including any convertible promissory notes or simple agreements for future equity) as determined immediately prior to the closing of such transaction(s). To exercise the participation right under this section, the Investor shall provide (in response to notice of a financing from the Company) written notice no later than 10 business days of receipt of such notice, that it desires to exercise its right. This side letter pro rata right shall terminate after the First Equity Financing. Notwithstanding the foregoing, the Company acknowledges that the Investor intends to continue investing in future financings beyond the termination of this pro rata right, as allotted by the Company.

3. Right to Conduct Activities.

The Company agrees and acknowledges that Investor is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently proposed to be conducted). Nothing in this Letter Agreement shall preclude or in any way restrict Investor from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company agrees that, to the extent permitted under applicable law, Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) Investor from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Letter Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Additionally, Investor shall not be deemed a “competitor” under current or future investment documents.

4. Termination.

The rights described herein shall terminate and be of no further force or effect upon the earliest of the date (i) of the consummation of a Liquidity Event, or (ii) when Investor no longer holds any securities of the Company. The confidentiality obligations referenced herein will survive any such termination.

5. Miscellaneous.

Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing by electronic mail. Notwithstanding anything to the contrary in the Safes, no provision of the Safes or this Letter Agreement may be amended, waived, or modified without the written consent of the Company and Investor. This Letter Agreement will be construed, interpreted, and applied in accordance with the laws of the State of California, excluding its body of law controlling conflicts of laws. If any provision of this Letter Agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions shall remain in full force and effect.