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Subsequent Event
 12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
Subsequent Event
18.
Subsequent Event
On January 12, 2024, we entered into a consulting services agreement with Primentor, Inc., a California corporation; Phaneesh Murthy (“Murthy”), the owner of Primentor; Srinjay Sengupta (“Sengupta”), a consultant of Primentor; and Sunil Wadhwani and Ashok Trivedi (together the “Founders”), each
co-founders
and directors of the Company. Under the terms of the consulting services agreement, Primentor will provide the Company with strategic advisory and management consulting services, as well as any other business and organizational strategy services as the Board of Directors of Company may reasonably request from time to time.

The
initial term of the consulting services agreement is for a
three-year
period commencing January 12, 2024, and the Company may request to renew the term for additional successive
one-year
terms, in which case Primentor and the Company will negotiate to agree upon the scope of the additional services and the amount of additional consulting fees.
As compensation to Primentor, Murthy and Sengupta for providing the services requested by the Company, the Company will provide the following compensation:
 
  1)
Consulting fees to Primentor of $990,000 in year one; $270,000 in year two; and $120,000 in year three, plus reimbursement for any reasonable and documented
out-of-pocket
expenses incurred by Primentor’s personnel in rendering the services;
 
  2)
Stock options to purchase up to
192,500
shares of the Company’s common stock to each, Murthy and Sangupta, at an exercise price of $8.34 per share, with vesting occurring equally on an annual basis over a three-year period; and
 
  3)
Murthy and Sangupta will each receive from the Founders, for no additional consideration, an aggregate number of shares of common stock of the Company held by the Founders that is equal to 1.1% of the total number of shares of common stock of the Company outstanding at the time of a triggering event, as defined in the consulting services agreement.
The foregoing description of the consulting agreement is qualified in its entirety by reference to the full text of the Consulting Agreement (including the form of stock option agreements attached as exhibits thereto), which was filed by the Company as Exhibit 10.1 to the Company’s Form
8-K
filed with the SEC on January 19, 2024.