Morgan Chen

Sarah’s Jan. 30 tracker is here. From: Sarah Kim <sarah@atlas-test.com> To: Morgan Chen, Devon Hayes Date: Tue, 30 Jan 2024 09:12:00 -0800 Subject: Northstar legal cleanup tracker — Jan. 30 pass Morgan, Devon — I sorted the legal/governance list into actual approval mechanics versus routine cleanup. Below is the tracker I have open with counsel after this morning's pass. I kept the signature/doc sequencing rows explicit because we are not at 'ready to circulate' yet. Northstar legal cleanup tracker — Jan. 30 pass Status: internal working tracker; not a board package; confirmatory diligence still open | Track | Item | Type | Owner | Current status | Director / company attention | Counsel note | |---|---|---|---|---|---|---| | 1 | Board seat / board-size mechanics for Sofia Alvarez seat at close | Real governance / approval mechanics | Sarah + outside counsel | In review against current charter/bylaws/voting agreement; current board composition confirmed, seat-allocation language still being mapped | Director attention later, once consent set is clean | Real approval item; do not bury inside definitions | | 2 | Written-consent package architecture | Real approval mechanics | Outside counsel | Draft structure agreed in principle: financing approval consent separate from ancillary approvals | Internal only for now; no director circulation yet | Keep sequence clear; not ready for signatures | | 3 | Voting-agreement director designation language | Real governance / approval mechanics | Outside counsel | First markup in progress | Director attention later with financing package | Must match post-close board composition exactly | | 4 | Protective-provisions / consent-threshold cross-references | Mixed but mostly legal cleanup | Outside counsel | Redline pass underway | Lawyer-to-lawyer unless threshold language changes materially | Touches approval mechanics enough to review carefully, but not a standalone business issue right now | | 5 | Defined-term / naming cleanup across closing set | Routine doc cleanup | Outside counsel | In progress | No director attention expected | Standard consistency scrub: Series B Preferred / Lead Investor / Required Holders / Northstar Ventures / Sofia Alvarez labels | | 6 | Legacy template references / side-letter check | Routine doc cleanup unless a side letter surfaces | Sarah | Company-side doc check in progress; no non-form side letter issue identified yet | Company only for now | Mainly stale template cleanup unless a bespoke governance wrinkle exists | | 7 | Notice recipients / addresses schedule | Admin cleanup | Sarah | Updating current director + major-holder notice details | Company only for now | Pure admin, but worth cleaning early to avoid late signature/notice delay | | 8 | Officer authority / incumbency materials | Admin cleanup | Sarah | Gathering current officer list, secretary certificate template, governing docs, and prior signed consents | Company only for now | Closing-set support work, not a financing term issue | | 9 | Option-pool / equity-plan check | Parked unless it becomes a real ask | Morgan + Devon if raised | No Northstar ask and not in current draft scope | None unless it reopens | If it appears, it becomes separate approval work; otherwise leave parked | | 10 | Drag-along / joinder consistency | Routine financing doc cleanup | Outside counsel | Waiting on cleaner post-close doc set | No director attention expected unless something structural drifts | Straightforward if left aligned with the final cap-table / director-designation language | | 11 | Signature-packet shells / stockholder joinder prep | Sequencing item, not ready | Sarah + outside counsel | Blocked pending cleaner near-final docs and confirmatory diligence clearance | Internal only; do not treat as launch-ready | We can prep mechanics, but nothing should read as if signatures are ready to collect now | | 12 | Board heads-up / approval-window language | Communications timing | Sarah + Morgan | Holding until counsel has a cleaner outline and diligence is farther along | Board heads-up later, but no fixed approval window yet | Keep directors informed, not pre-launched into signatures or a fixed close calendar | Current read - The only clearly substantive governance items remain the Sofia board-seat / board-size mechanics, written-consent architecture, and matching director-designation language. - The rest is mostly cleanup, schedule hygiene, or standard financing-paper consistency work unless a side-letter wrinkle appears. - I do not see anything in the legal pass so far that changes economics or calls for expanding diligence scope. Open company-side pulls from me this afternoon - clean set of current governing docs - last signed financing consents in one folder - current notice-recipient list - confirmation that there are no bespoke governance side letters we have forgotten about — Sarah Please draft a practical response for this Northstar thread: keep counsel moving on the routine cleanup and admin pulls, treat the Sofia board-seat/board-size, written-consent architecture, and director-designation pieces as the real governance items, and don’t let ordinary naming or cross-reference cleanup turn into a deal issue. Keep the caveat that signature packets are not ready to circulate.

Anna has Sofia’s methodology follow-up. From: Anna Martinez To: Morgan Chen, Devon Hayes Cc: Sarah Kim <sarah@atlas-test.com> Date: Wed, 31 Jan 2024 09:14:00 -0800 Subject: Fwd: Northstar diligence — retention methodology follow-up Passing this through because it is narrower than a fresh data request and maps to the existing cohort backup. I have not answered yet. ---------- Forwarded message ---------- From: Sofia Alvarez To: Anna Martinez Cc: Morgan Chen, Devon Hayes, Sarah Kim <sarah@atlas-test.com> Date: Wed, 31 Jan 2024 08:47:00 -0800 Subject: Northstar diligence — retention methodology follow-up Anna — One narrow follow-up from our side before we close out the confirmatory data pass. I do not need a new deck, a fresh weekly cut, or another chart. A short written methodology note using the existing September/October Mercury cohort package is enough. The questions I would like the note to answer are: 1) Cohort construction / scope - For the September and October 2023 external cohorts, what exactly qualifies as 'entered the bounded Mercury flow'? - Please keep this at the level already used in the package rather than introducing a broader pipeline view. 2) Activation definition - Please restate the outside-reader definition in plain language: activated within 7 days = real source connected or first live sync completed within 7 days. - Please confirm explicitly what stays out: sample import / preview-only behavior, invite sent, invite accepted, preview viewed, source selected in-product, and similar first-week motion. 3) 19/27 versus 16/27 - Please confirm that in October the full gap between 19 activated within 7 days and 16 first live sync within 7 days is the 3 accounts that connected a real source within 7 days but did not complete first live sync in that same window. - If there is any other first-week transitional state that an outside reader might wrongly assume counts as activation, please say so explicitly. 4) Expansion / longer-window caveat - Please restate why the package stays week-one focused and why late-October accounts do not support a clean longer-window expansion read yet. - Helpful if you can keep the line between 'improved activation/admin path' and 'expansion remains uneven' as direct as it was in the January session. 5) External versus internal views - Please confirm that weekly cuts and sample-preview diagnostics remain internal only and are not the board/investor view. - I am not asking you to send those internal views. A one-page memo or a tight email block is fine. This is still for confirmatory diligence on the current package, not a request to widen the evidence set. Best, Sofia Please draft the answer Anna can use in the Northstar diligence thread. Keep it to a tight email or one-page memo off the existing September/October cohort backup only — no fresh weekly cut, no new chart, no sample-preview diagnostics. Restate the bounded-flow scope, the 7-day activation definition, the October 19/27 versus 16/27 explanation, the week-one caveat, and which internal views stay internal.

Sarah’s Acme notes are here. From: Sarah Kim To: Morgan Chen Cc: Devon Hayes Date: Wed, Jan 31, 2024 8:57 AM PST Subject: Acme live-only discussion notes - Tue Jan 30 live-only call: Morgan, Greg Shipman, Acme product lead, me. - Greg again asked whether product/legal could get something short in writing after the call; Morgan said no written Mercury materials beyond the public page while the NDA-scope issue is unresolved. - Morgan repeated that our view remains that the items Acme is pointing to were outside the confidentiality scope as drafted, and all other rights are preserved. - Morgan said the public Mercury page is fine to reference, but any more specific Mercury discussion stays live-only through me. - What got answered verbally: rough current bounded flow, what sits in current flow versus later enterprise-readiness follow-up, and high-level setup / first-live-sync themes already discussed live. - No screenshots, sanitized comparison, one-pager, written blocker list, or packet was promised or sent. - I kept the pause framed as legal-scope driven, not as Acme being out of the current Mercury work. - Greg said he may regroup internally and come back for another live discussion; nothing else was scheduled on the call. Please turn this into a short internal recap for Devon and Sarah: what was answered live, what we refused to put in writing, and the continuing NDA-scope boundary. It should not read like customer-ready Mercury material and should not create a one-pager, packet, blocker list, screenshots, or sanitized comparison.

I need pre-Friday board language on Northstar status. Draft a short update that says final diligence is nearing completion, but legal cleanup, board-consent mechanics, and signatures are still outstanding. Keep it sober: no fixed close date, no “done deal,” no signature packet ready, and no side-thread invitation outside the current financing path.

Priya is asking whether the teammate-invite copy nit should reopen the closed onboarding monitoring. Please draft a reply I can paste into Figma: no, don’t reopen monitoring; treat it as support-copy clarification only unless product metrics or support volume regress. The repo-first flow stays closed.

Sofia’s final bundle ask is here. From: Sofia Alvarez To: Morgan Chen, Devon Hayes Cc: Sarah Kim <sarah@atlas-test.com> Date: Fri, 02 Feb 2024 09:18:00 -0800 Subject: Re: January 11 Northstar readout pre-read Morgan, Devon — To finish the remaining confirmatory pass from our side, could you send one final diligence bundle early next week? Monday or Tuesday is fine; I do not need a new deck. The remaining items I would like bundled are: 1) Retention / cohort methodology note - Use the existing September/October Mercury cohort package and the activation-definition language already discussed. - Please keep this to the external cohort view plus the current caveats; no weekly operating cuts or additional diagnostics needed. 2) January cash / runway - Current cash on hand, burn, and standalone runway - Any wording you want us to use on financing-timing sensitivity without reading as if close timing is already fixed 3) Legal / governance / signatures status - Short summary of what remains open in legal/governance cleanup versus what is ordinary wording cleanup - Real status on board-consent prep and signature sequencing - I do not need signature pages yet and I do not need a fixed closing date; I mainly want the current dependencies and what is still outstanding 4) References - If the remaining reference timing is already settled, a short status line is enough; no need for a broader customer list If that bundle lands cleanly, it should be enough for us to finish the confirmatory diligence track without opening a wider workstream. We are still treating this as completion of the current diligence / documentation path under the accepted term sheet, not as a broader process step. Best, Sofia Please make an internal checklist for Devon, Anna, Sarah, and me for Monday/Tuesday delivery: Anna owns the retention/cohort methodology note off the existing September/October package; Devon owns January cash/runway and financing-timing wording; Sarah owns the legal/governance/signature-status summary and the references status if settled; I’ll review the final bundle before it goes out. Keep it scoped to Sofia’s ask and don’t open a new deck, weekly cuts, extra diagnostics, or broader process narrative.

Sarah and Devon’s Evergreen draft is here. From: Sarah Kim To: Morgan Chen, Devon Hayes Cc: Jake, Leo Park Date: Fri, Feb 2, 2024 8:14 AM PST Subject: Evergreen post-examples follow-up — draft paragraph - Evergreen's latest note is basically: the examples pack works for internal routing, but what do we say about the remaining enterprise-readiness items without reopening a roadmap thread. - Draft for the existing thread: - Thanks — glad the examples are useful. The examples pack reflects the current Mercury evaluation flow: magic-link access, org invites, preview-only sample data, real-source connection, and first live sync. - Questions outside that current flow — including SSO/SAML, admin-side audit history, clearer separation between admin and billing ownership, and fuller procurement/security packaging — sit in a separate next-phase enterprise-readiness track. - We are continuing to work through that track and expect to share additional written material as pieces come together, but for now the circulate-now materials are the current-flow examples and written current-state answers in this thread. - If helpful, keep routing current-flow questions here and I can pull in the right people. From: Devon Hayes To: Sarah Kim, Morgan Chen Cc: Jake, Leo Park Date: Fri, Feb 2, 2024 8:29 AM PST Subject: Re: Evergreen post-examples follow-up — draft paragraph - Close. - I would avoid the line about expecting to share additional written material as pieces come together, since it reads like a packet promise. - Safer swap: - We are separating that next-phase work from the current Mercury evaluation materials so we do not blur today's product behavior with later procurement/security packaging. - If we want a little more signal, alternate line: - A fuller standalone procurement/security packet is still being assembled separately from the current examples pack. Please revise it into customer-safe wording for the existing Evergreen examples thread. Keep the current-flow examples clear, separate SSO/SAML, audit history, admin versus billing ownership, and procurement/security packaging as next-phase enterprise-readiness items, and remove anything that sounds like we’re promising an additional written packet or roadmap date.

I have the final Northstar diligence inputs from Anna, Devon, and Sarah. From: Sarah Kim <sarah@atlas-test.com> To: Morgan Chen, Devon Hayes, Anna Martinez Date: Mon, 5 Feb 2024 08:21:00 -0800 Subject: Northstar diligence bundle — final inputs Morgan — Below is the stitched bundle summary before anything goes back to Sofia. I kept it to the confirmatory items she asked for and stayed out of a broader deck / data-room path. References status - The two focused reference calls Northstar asked for are already complete from last week. - No broader customer list has been requested, and I would not volunteer one. Attachment A — Anna Martinez Title: Northstar diligence — retention methodology note (September / October Mercury cohorts) Purpose This note stays on the existing September / October 2023 external Mercury cohort package. It does not introduce a broader pipeline view, weekly operating cuts, or sample-preview diagnostics. 1) Cohort construction / scope For the September and October 2023 external cohorts, 'entered the bounded Mercury flow' means an account entered the current bounded Mercury setup path used in the external package: invited into the product, able to access by the current invite / magic-link path, able to interact with preview-only sample data if present, and then progress toward connecting a real source and completing a first live sync. The construction is intentionally limited to that bounded Mercury flow and does not widen into a broader top-of-funnel or sales-pipeline view. 2) Activation definition For the outside-reader view, activated within 7 days means that within the first seven days after entering the bounded Mercury flow, the account either: - connected a real source, or - completed a first live sync. The following do not count as activation: - sample import / preview-only behavior - invite sent - invite accepted - preview viewed - source selected in-product - similar first-week motion that does not reach real-source connection or first live sync 3) October 19/27 versus 16/27 In the October 2023 cohort, 19 of 27 accounts were activated within 7 days and 16 of 27 completed first live sync within 7 days. The full gap between those two numbers is 3 accounts that connected a real source within 7 days but did not complete first live sync in that same seven-day window. There is no additional preview-only, invite-only, or source-selected-only state inside the activation numerator. 4) Expansion / longer-window caveat The external package stays week-one focused because that is the defensible read from the current September / October cohort set. The improved signal is that more accounts are getting through the first-admin path to real-source connection and, from there, into first live sync inside the first seven days. That does not mean downstream expansion is clean. Expansion after the initial admin/setup path remains uneven, and late-October accounts still do not support a clean longer-window expansion read. The appropriate outside-reader takeaway is improved activation/admin path rather than expansion solved. 5) External versus internal views Weekly cuts, sample-preview diagnostics, and similar operating views remain internal only. They are not the board / investor view and are not being added to this confirmatory package. Attachment B — Devon Hayes Title: Northstar diligence — January 2024 cash / runway Updated: 2024-01-29 08:10 PT Status: confirmatory-diligence working version Purpose Provide a narrow January cash / runway snapshot for Northstar confirmatory diligence. This is for current cash, burn, standalone runway, and near-term financing sensitivity only. It is not a growth-plan deck and does not assume a broader fundraising process. 1) Current cash snapshot - Unrestricted cash on hand as of 2024-01-26 close: $5.79M - Restricted cash: $0.22M - A/R expected to collect within 45 days: $0.30M - A/P due within 30 days, excluding ordinary payroll and tax timing: $0.43M - January payroll plus benefits run: $0.54M - Current operating plan assumes no net new hires before financing close; existing contractor spend remains in the model through March 2) Burn framework | Measure | Jan run-rate | Feb base | Mar+ steady-state | | --- | ---: | ---: | ---: | | Gross burn | $0.96M | $0.93M | $0.89M | | Revenue collected | $0.26M | $0.27M | $0.28M | | Net burn | $0.70M | $0.66M | $0.61M | Assumptions behind steady-state - No uncontracted revenue and no Mercury expansion revenue are required to hit the base case - Existing subscription base remains roughly flat with ordinary churn noise - Hiring stays paused except for previously committed recruiting/search expense and current contractor obligations - Legal and confirmatory-diligence costs run above normal in January and February, then moderate after financing work is behind us - No meaningful capex or one-time infrastructure step-up beyond current usage 3) Standalone runway view without new financing proceeds - Base case: runway extends into late September 2024 - More conservative collections case: runway into early September 2024 - The conservative case mainly pushes the two expected larger collections later inside normal payment behavior; it is not modeling a major revenue miss - Short external read: we have operating room, but this is not a year-plus cash position without the financing 4) Financing sensitivity / wording guardrails - The standalone runway math above is meant to stand on its own and does not require assuming a specific close date - Internal working assumption remains February timing, but actual diligence wording stays at 'expected financing close well ahead of the standalone runway boundary' rather than tying it to a particular week - If closing timing drifts, we still remain inside the standalone base-case runway and this package does not model bridge financing - External wording should avoid anything that sounds like funds availability is already fixed or that legal / governance steps are merely ministerial 5) External wording draft As of January 26, 2024, Scaffold had $5.79M of unrestricted cash on hand. Current base-case net burn is approximately $0.6M-$0.7M per month, reflecting a paused net-hiring posture ahead of financing close and no assumption of uncontracted Mercury revenue. On a standalone basis, the company has runway into late Q3 2024. Current financing work remains subject to confirmatory diligence, legal documentation, and final governance/closing mechanics, so the runway view is intended to stand on its own rather than depend on a specific closing week. Attachment C — Sarah Kim Title: Northstar diligence — legal / governance / signature status Status: internal summary for confirmatory-diligence bundle As of: 2024-02-05 morning PT What remains open 1) Real governance items still in motion - Sofia Alvarez / Northstar board seat at close and the associated board-size / seat-allocation mechanics - Written-consent package architecture so the financing approval and ancillary approvals are sequenced cleanly - Matching director-designation language so the post-close board composition reads consistently across the financing documents 2) Routine cleanup still moving lawyer-to-lawyer - Defined-term / naming consistency across the closing set - Cross-reference cleanup and template scrub - Notice schedule cleanup - Officer-authority / incumbency compilation - Drag-along / joinder consistency work that follows from the final cap-table / director-designation language Signature / board-consent status - Signature-packet shells are being prepared mechanically, but they are not ready to circulate as final packets yet - Board-consent prep is moving, but nothing should be described as launched for signature collection until the near-final document set and approval sequence are clean - I would keep any external language at remaining legal / governance / signature work is in motion rather than implying ready pages or a fixed closing calendar What has not shown up - No economics change - No widened diligence request - No side-letter issue requiring a separate governance track - No option-pool item in scope My recommendation for the cover email Keep it short: current confirmatory bundle attached; retention note stays on the approved September / October methodology; cash / runway stands on its own without fixed close-week language; legal / governance work is narrowed to the real board/consent items plus ordinary cleanup, with signatures not yet described as ready. — Sarah Please draft the email cover note to Sofia for sending this bundle. Keep it short and confirmatory: this is the requested retention methodology, January cash/runway, legal/governance/signature status, and references status. Don’t invite a bigger data-room path, don’t offer weekly cuts or extra diagnostics, and don’t make the legal/signature work sound more ready than it is.

Jake needs a release call on a live-sync support edge. Discord DM — Jake → Morgan Chen Mon, 5 Feb 2024 09:17 PT Dropped the evidence links on MER-1279 this morning, but short version here because I need a release call. We have a live-sync support edge that feels like real customer-facing release material, not just cleanup. What support is seeing - In two current Mercury workspaces over the last four days, the retry actually ran after a source timeout, but the UI stayed stale long enough that the user could not tell whether recovery succeeded. - Shape is the same in both cases: pending state sticks too long, old timeout messaging can hang around in the same session, and the operator assumes the retry is still broken until they refresh. - Support had to manually tell both accounts to refresh / re-open the page to see the recovered state. Affected accounts - Evergreen Bank test workspace - one other current Mercury workspace from the same bounded live-sync path Impact - No duplicate sync jobs and no data-loss signal in the logs - But it burns trust right at first live sync, creates repeat-click / did-this-actually-run support traffic, and makes the current recovery path look less reliable than it is - Three support touches so far off two accounts; same question each time: did the retry happen or is it still stuck? What I think belongs in this week's release Customer-impacting: - MER-1749 narrowed reconcile patch so retry status refreshes correctly after timeout recovery without a page reload - MER-1823 stale timeout-banner cleanup so a successful retry actually clears the old timeout message in-session Nice-to-have cleanup that I would leave out unless the branch is boring: - retry helper-text cleanup - timeout-banner copy polish - minor pending-state wording cleanup that does not change behavior Timing - Leo says one more bounded timeout replay plus post-deploy smoke would make him comfortable shipping MER-1749 + MER-1823 in a small release Wednesday or Thursday this week - If that last replay is noisy, I'd rather hold the copy cleanup and only ship the pieces that reduce support ambiguity Question Do you want the real support edge in this week's release, or do we keep punting and treat everything here as follow-on cleanup? Draft an internal decision note for Jake and Leo: treat MER-1749 and MER-1823 as customer-impacting release work if the remaining timeout replay and smoke stay clean, and keep the helper text / banner copy polish / pending-state wording out unless the branch is genuinely boring. The note should separate trust/support impact from nice-to-have cleanup and avoid implying any sync-engine or retry-policy change.

Northstar’s final diligence clear is in, plus my internal read. From: Sofia Alvarez To: Morgan Chen, Devon Hayes Cc: Sarah Kim <sarah@atlas-test.com> Date: Tue, 6 Feb 2024 13:18:00 -0800 Subject: Re: January 11 Northstar readout pre-read Morgan, Devon — Thanks for sending the confirmatory bundle. The retention methodology note is in the right shape and stays on the September / October Mercury package we have been discussing. It answers the cohort-scope, activation-definition, and 19 / 27 versus 16 / 27 questions cleanly without opening a new chart path. We do not need additional weekly cuts or a broader retention appendix from here. The January cash / runway package also reads cleanly. The current cash, burn, and standalone-runway framing is enough for our side, and the wording appropriately keeps financing timing separate from the runway math. On legal / governance, Sarah's summary matched the remaining work as we understand it: the substantive items are the Sofia board-seat / board-size mechanics, the written-consent architecture, and the director-designation language; the rest reads as normal cleanup. We are not treating signature packets as ready until the document set is actually clean, and I am not looking for a fixed-date promise before that. With that, I consider the confirmatory diligence track cleared from Northstar's side, and I do not expect a re-trade coming out of this pass. Assuming counsel keeps the remaining board-consent and signature work moving on the current path, I am comfortable using Thursday, February 22, 2024 as the working target close date. To be explicit, that is still a target close and remains subject to final board approvals, final signature packets, and ordinary closing mechanics. No need from our side to widen this into a broader process or additional diligence lane. Best, Sofia --- Morgan Chen — internal notes Tue, 6 Feb 2024 14:02 PT Northstar diligence clear / close-path read - Sofia explicitly cleared the confirmatory diligence track and said no re-trade is expected from this pass. - Working target close date is Thu, Feb. 22, 2024. - Still not a done deal: final board consent, final signature packets, and ordinary closing mechanics remain. - Anna's retention-methodology backup was accepted on the existing September / October cohort package. No new chart, no weekly cut, no widened retention workstream. - Devon's January cash / runway package is complete for diligence purposes. Keep using the Jan. 26 close snapshot and the standalone-runway wording; do not drift into a fixed-funds-availability story. - Sarah should keep counsel and signatures moving on the existing path. Real governance items remain the Sofia board-seat / board-size mechanics, written-consent architecture, and matching director-designation language. Do not let naming / cross-reference cleanup turn into a fake deal issue. - Decision call remains the same: do not widen the process for price-shopping. The incremental valuation maybe-upside is not worth the extra founder-cycle cost this late, given we already have workable oxygen on a story we can defend. Please draft one board-and-leadership recap. It should say final diligence cleared without a surprise re-trade, February 22, 2024 is the working target close, and the remaining path is final signature packets, board consent, and ordinary closing mechanics. Also include the decision not to widen the process for price-shopping — the time cost is worse than the marginal valuation upside this late. Keep it sober: target close, not closed.

Please draft a brief email to Elena now that Northstar diligence has cleared. I want to thank her for the earlier calibration and say it helped us keep the process disciplined. Keep it warm but private: no close date, no term details, and no “done deal” language.

Devon wrote the closing recap too early, which is useful but needs brakes. From: Devon Hayes To: Morgan Chen Date: Wed, 7 Feb 2024 08:27:00 -0800 Subject: rough close recap draft Morgan — Writing this earlier than ideal so we have shape before the week disappears. I know signatures / board consent still need care, but I wrote the recap as if we're basically through the hard part. Tear apart whatever feels too forward. --- Northstar Series B closing recap — draft v0.1 Working purpose Board / leadership recap of the Northstar-led Series B path and what it means operationally. Summary - Scaffold is raising an $18M Series B led by Northstar Ventures. - Sofia Alvarez / Northstar will join the board at close. - Final diligence completed without a re-trade. - Close date: February 22, 2024. What this round says Northstar underwrote the round on the bounded story we can actually support: Mercury activation and admin-path improvement are real, the current Evergreen read is useful enterprise signal, hybrid MAU pricing is credible, and we did not need to invent a vanity-growth version of the business to get there. Why the narrow process was the right call We kept the path through Sofia and the current Mercury evidence set instead of reopening a broader fundraising process. That let us hold the story to something defensible rather than smoothing over uneven expansion or spending another month creating theatrical price tension. At this point, that trade looks right. What diligence closed out - Anna's retention backup answered the September / October cohort methodology questions cleanly and kept the activation definition on the outside-reader version. - Devon's January cash / runway package gave Northstar the current cash, burn, and runway view without asking them to underwrite a heroic financing-timing assumption. - Sarah and counsel sorted the legal work into the real governance items versus normal cleanup, which kept the process from ballooning. Remaining steps The remaining steps are largely closing mechanics: board consent, signature packet circulation, and final document cleanup. The only substantive governance items left are the Sofia board-seat / board-size mechanics, the written-consent structure, and the matching director-designation language. Operating implication This round gives us enough room to operate against the current Mercury / enterprise-expansion path without continuing to manage every decision like a survival bridge. It does not change the underlying product truth: activation/admin progress is real, expansion is still uneven, and enterprise-readiness follow-up is still work we need to do rather than a claim we can make. External / board shorthand Northstar completed final diligence on the existing Mercury package and is closing an $18M Series B with Scaffold on February 22. The package held because it stayed on current evidence rather than a broadened process story. Draft close The main lesson from this process is that a narrower, defendable path beat extra weeks of fundraising theater. We should treat that as a useful operating constraint even once the money is in. --- Please redline this into a pre-close working draft. It can say diligence cleared and February 22 is the working target close, but it cannot read like the round is closed, signatures are ready, or board consent is done. Soften the closing-mechanics language, keep the product truth caveats, and make the external/board shorthand safe until final signatures and board consent are complete.

Kara has a February Mercury refresh proposal. From: Kara <kara@kestrel-test.com> To: Morgan Chen <morgan@atlas-test.com> Cc: Sarah Kim <sarah@atlas-test.com> Date: Wed, 7 Feb 2024 09:42:00 -0800 Subject: Re: Mercury landing page section Morgan, Sarah — Keeping this on the same thread because this is meant as a light February refresh, not a new Mercury claim set. I heard the earlier no on the fundraising-proof sidebar and I am not trying to reopen that. What I do think could help is a small cleanup on the Mercury case-study block / lower-page story so it feels current with the live page language instead of looking like an older cut. Proposed February refresh below: Section label Mercury in practice Headline A clearer path from invite to first live sync Body Design-partner and admin feedback are helping us harden the current invite, setup, and first-sync flow for teams onboarding real developer workflows. Proof points - Clearer first-admin handoff from invite through setup - Better first-sync guidance shaped by early admin and support feedback - Built for teams shipping real developer workflows Support line Current Mercury messaging stays grounded in the bounded flow on the site today. Optional alt line only if you want a sharper February angle “Mercury’s early onboarding story is becoming a stronger part of how Scaffold frames its next financing chapter.” If that last line is too financing-adjacent or deck-ish, easy to cut. The rest is just maintenance copy tightening: no customer quote, no logo, no metric, no named customer, and no new proof block. If helpful, I can hand web either: 1) the maintenance-only refresh above, or 2) the same refresh with the optional line swapped in. Kara Kestrel Marketing Draft a reply to Kara approving the maintenance-only refresh and cutting the optional financing-adjacent line. Be clear that we’re not adding financing-chapter language, customer proof, logos, metrics, or a new proof block. The acceptable scope is just copy tightening that stays grounded in the current bounded Mercury flow.

Marcus’s January AWS digest has one thing worth checking, but I don’t want this turning into infra archaeology. Discord DM — Marcus → Morgan Chen Thu Feb 8, 2024 8:41 AM PT Quick January AWS cost digest before I close the month: - Total AWS spend ended basically flat to a touch down vs December. - Honeycomb-adjacent ingest looked normal. - Production log/storage lines were boring. - Non-prod retention still mostly looks like the November cleanup held. - One thing I do want to flag: there was a single non-prod log-storage spike on Jan 24. It showed up in the auth-rewrite / staging side, then dropped back the next day. - I do not think this means the broader retention cleanup regressed, but I have not traced the exact source yet. Best guess is either one recreated log group came back on default retention or we had one noisy replay/test run that inflated storage briefly. - Everything else still looks like narrow cost hygiene, not a fresh infra trend. If you want, I can verify just that spike and confirm whether it was a one-off before I call January closed. Please draft a narrow reply to Marcus: yes, verify the Jan. 24 non-prod log-storage spike and tell me whether it was a recreated default-retention log group or a one-off replay/test run. If everything else stayed flat, close January as cost hygiene and don’t start a broader infra review.

Sarah forwarded counsel’s signature-packet question list. From: Sarah Kim <sarah@atlas-test.com> To: Morgan Chen, Devon Hayes Date: Thu, 8 Feb 2024 09:07:00 -0800 Subject: Fwd: Northstar close — signature packet questions Morgan, Devon — Forwarding counsel's question list from this morning. Mix of real blockers and cleanup. I haven't triaged it yet. — Sarah ---------- Forwarded message ---------- From: Outside counsel To: Sarah Kim <sarah@atlas-test.com> Date: Thu, 8 Feb 2024 08:41:00 -0800 Subject: Northstar close — signature packet questions Sarah — Now that confirmatory diligence appears clear and Feb. 22 is the working target close, here is the question list we need answered to finalize the board-consent set and turn the signature packet. Not every item below is a same-weight blocker; some are genuine gating questions and some are cleanup we would prefer to settle before circulation. 1) Board consent / governance mechanics - Please confirm the exact post-close board composition language, including current board size and the Sofia Alvarez / Northstar designation at close. - Are you comfortable with separate written consents for the core financing approval and the ancillary approvals, or is there a reason the company wants a single combined package? - Are any current directors unavailable or difficult to reach during the week of Feb. 19, such that we should sequence the approval path earlier? 2) Company-side signature authority / secretary packet - Please send the current officer list and titles exactly as they should appear in the secretary certificate and signature blocks. - Do you have clean PDF copies of the certificate of incorporation, bylaws, and the most recent fully executed board and stockholder action set gathered in one folder? - Who will act as secretary signatory on the closing certificate set? 3) Stockholder / investor signature packet build - Please send the current cap table and a clean holder list we can use for joinders and notice schedules. - Are any of the expected signers trusts, entities, or joint holders that require a different signatory block, authority attachment, or spousal signature? - Have any major-holder notice addresses changed since the last financing? 4) Board / stockholder notice schedules - Please confirm current notice recipients for directors and the holders who need formal notice copies. - If anyone prefers a different notice address or contact line for closing circulation, now is the time to update the schedules. 5) Final document consistency items - We are still scrubbing defined terms such as 'Series B Preferred,' 'Lead Investor,' and 'Required Holders' so they match across the charter and side agreements. - We also still have a few stale template cross-references and cleanup points in the investor-rights / voting / ROFR documents. - None of that should change economics, but it would be useful to know whether the company has seen any bespoke side-letter or legacy governance wrinkle that could affect the draft set. 6) Timing / circulation questions - If Feb. 22 remains the working target close, when do you expect management can turn final comments on the board-consent set? - Is the company expecting Morgan Chen or Devon Hayes to travel or be intermittently unavailable during the week of Feb. 19? - Would management prefer that we circulate a near-final board-consent package first and then the holder signature packet, or send both once the last comments are in? My current recommendation is: A. resolve the board-composition / written-consent / signature-authority questions first; B. finish the holder list and notice schedule next; C. keep the terminology and template cleanup moving in parallel without making it a gating business discussion unless something structural appears. Best, Outside counsel Draft a reply to Sarah that triages this around the February 22 target close. Prioritize the items that actually block the close path: board composition / Sofia board-seat mechanics, written-consent structure, signature authority, current holder list, and notice schedule. Keep terminology and template cleanup moving in parallel, but park anything non-blocking unless it changes economics, governance, or signature readiness. Also make clear we should not circulate anything as final until the consent set and signature packets are actually clean.

Rishi is trying to close the Pinecone docs wording thread this week. Discord DM — Rishi → Morgan Chen Fri Feb 9, 2024 10:06 AM PT Trying to close the Pinecone docs wording thread this week. Proposed final external sentence: “Scaffold’s supported Pinecone connector verification path is header-only: send `X-Scaffold-Workspace` and `X-Scaffold-Signature` on the incoming request and verify the signature against the same raw request body and workspace; preserved `X-Scaffold-Signature` and fully lowercased `x-scaffold-signature` are accepted.” Internal close note I’d keep with it: - no legacy/API v2 comparison line - no Python example unless they send a concrete failing repro - no alternate signature locations, query fallback, or broader header-normalization language - keep the existing Go example and the single SDK-auth crosslink on the canonical header-only path - otherwise I’d mark the docs thread closed for now rather than broadening the page again this week If you want a shorter version, I can trim the accepted-header clause into a separate troubleshooting sentence, but I would keep the public reply on the same narrow contract. Please give me the final customer-facing sentence and a short internal close note. Keep the public wording on the narrow header-only contract, with no legacy/API v2 comparison, no Python example unless Pinecone sends a concrete failing repro, and no alternate signature locations or query fallback. The internal note should mark the docs thread closed for now rather than broadening the page again this week.

Sarah just sent the first real board-consent packet pass. From: Sarah Kim To: Morgan Chen, Devon Hayes Date: Mon, Feb 12, 2024 08:43 AM PST Subject: Northstar board-consent packet — working draft v0.3 Morgan, Devon — Current packet paste below. Still company-side only. I tried to give the board side enough shape that counsel can clean mechanics instead of starting from a blank page, but I know there are likely holes. Two places I already know may read too far forward: 1. the opening summary paragraph assumes the Feb. 22 close path more directly than I probably should 2. the sequencing language may sound like we are closer to signature launch than we actually are I also may still be missing an ancillary approval or two around authority / charter filing / notice mechanics. --- Northstar Series B board-consent packet — working draft v0.3 Status: internal working draft only Date: 2024-02-12 Purpose: draft company-side board approval packet for the proposed $18M Series B financing led by Northstar Ventures, including the Sofia Alvarez / Northstar board seat at close and the related governance approvals. --- Draft board-cover summary paragraph Management is asking the Board to approve the Northstar-led Series B financing so the company can move promptly into closing on or about February 22, 2024. The transaction would bring in $18M of new capital, add Sofia Alvarez / Northstar as a board designee at closing, and put the final documentation and signature process on a short path once this consent is approved. Packet contents A. Draft Board Written Consent — financing approval and governance actions B. Draft Board Written Consent — ancillary approvals and officer authority C. Draft stockholder-approval summary note (not yet in final form) D. Draft board signature section ================================================================ A. DRAFT BOARD WRITTEN CONSENT — FINANCING APPROVAL AND GOVERNANCE ACTIONS ================================================================ UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SCAFFOLD The undersigned, being all members of the Board of Directors of Scaffold (the "Company"), adopt the following resolutions by written consent effective as of the date the last director signs below. Recitals WHEREAS, management has negotiated a proposed Series B preferred stock financing led by Northstar Ventures for aggregate gross proceeds of $18,000,000, subject to final documentation, stockholder approval where required, and customary closing mechanics; WHEREAS, management has presented to the Board the principal business terms of the proposed financing, including the addition of a Sofia Alvarez / Northstar board seat at closing; WHEREAS, management has also presented draft forms of the principal transaction documents, including the stock purchase agreement, the amended and restated certificate reflecting the Series B financing, and related investor-rights, voting, and right-of-first-refusal / co-sale documents; NOW, THEREFORE, BE IT RESOLVED, that the Board hereby determines that the proposed Series B financing led by Northstar Ventures is advisable and in the best interests of the Company; RESOLVED FURTHER, that the Company is authorized to consummate the proposed Series B financing for aggregate gross proceeds of up to $18,000,000 on terms substantially consistent with those presented to the Board, with such non-material changes as any authorized officer may approve; RESOLVED FURTHER, that effective immediately upon the closing of the Series B financing, the authorized size of the Board shall be increased by one director seat and Sofia Alvarez shall be appointed to fill the Northstar-designated seat at closing; RESOLVED FURTHER, that the Board approves the amended and restated certificate presented to the Board in substantially final form, including the creation of the Series B preferred stock and the related financing terms reflected therein; RESOLVED FURTHER, that the Board recommends that the stockholders approve the amended and restated certificate and the transactions contemplated thereby; RESOLVED FURTHER, that the Board approves the principal transaction documents in substantially final form, including the stock purchase agreement, investor-rights agreement, voting agreement, and right-of-first-refusal / co-sale agreement, together with any joinders, schedules, exhibits, certificates, and ancillary closing documents reasonably required to complete the financing; RESOLVED FURTHER, that the Company reserve for issuance the shares of common stock issuable upon conversion of the Series B preferred stock to be sold in the financing; RESOLVED FURTHER, that Morgan Chen and Devon Hayes, acting singly, are authorized and directed to negotiate, finalize, execute, and deliver the transaction documents and to take any actions they determine necessary or advisable to effect the financing and the governance actions contemplated by these resolutions; RESOLVED FURTHER, that all prior actions of the officers of the Company consistent with the foregoing are hereby ratified, confirmed, and approved in all respects. ================================================================ B. DRAFT BOARD WRITTEN CONSENT — ANCILLARY APPROVALS AND OFFICER AUTHORITY ================================================================ UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SCAFFOLD (ANCILLARY ACTIONS) The undersigned, being all members of the Board of Directors of Scaffold, further adopt the following ancillary resolutions by written consent effective as of the date the last director signs below. RESOLVED, that the officers of the Company are authorized to prepare, finalize, execute, and deliver any secretary certificates, officer certificates, incumbency materials, payoff letters, joinders, notices, schedules, filing authorizations, blue-sky or similar compliance items, and other closing deliverables reasonably required in connection with the Series B financing; RESOLVED FURTHER, that any authorized officer is authorized to file the amended and restated certificate with the appropriate state filing office at such time as the officer determines appropriate in connection with the closing of the Series B financing; RESOLVED FURTHER, that the officers of the Company are authorized to update the Company’s notice schedules, capitalization holder schedules, and related signature-package materials to reflect the final financing documents and the post-closing governance structure; RESOLVED FURTHER, that the officers of the Company are authorized to make such non-material changes to the forms of the transaction documents and ancillary closing materials as they may approve, their execution or delivery thereof to be conclusive evidence of such approval; RESOLVED FURTHER, that the Board approves the taking of any additional actions and execution of any further documents that any authorized officer determines necessary or advisable to carry out the intent of the foregoing resolutions. ================================================================ C. DRAFT STOCKHOLDER-APPROVAL SUMMARY NOTE ================================================================ Current thought for the stockholder side, once the board form is cleaned: - stockholder approval of the amended and restated certificate creating the Series B preferred stock - stockholder approval of the financing and related transactions to the extent required by the Company’s existing governance documents - approval of the related voting-agreement / investor-rights / right-of-first-refusal mechanics as reflected in the final document set - related joinders and notice mechanics I have not drafted the stockholder consent text yet because I am still waiting on the cleaner holder list / notice schedule pull. ================================================================ D. DRAFT BOARD SIGNATURE SECTION ================================================================ The undersigned directors consent to the foregoing resolutions as of the date(s) set forth below. ______________________________ Director Date: ________________________ ______________________________ Director Date: ________________________ ______________________________ Director Date: ________________________ ================================================================ WORKING NOTES / OPEN ITEMS ================================================================ 1. I wrote this as one combined board path even though counsel may still want a cleaner split between the core financing approval and the ancillary approvals. 2. I have not inserted a full notice-schedule section or any stockholder signature path yet. 3. The board-size / Sofia seat language may still be too hand-wavey unless we track the exact post-close designation language from the voting-agreement update. 4. The opening summary paragraph probably overstates how close we are to actual signature circulation. 5. If the packet should say "target close" instead of sounding like Feb. 22 is the date, I should soften that before this goes back to counsel. 6. I did not separate what is actual director attention from what is just officer / lawyer cleanup. — Sarah Please review this for two things: any missing approval mechanics we should catch before counsel cleans it up, and any language that reads too far past where we actually are pre-close. I want the issue list and safer wording, not a rewrite that pretends signatures or board consent are already done.

I dumped a private reset scratchpad below. This is pre-close only and not for circulation. post-close leadership reset — scratch / pre-close only Not for circulation. Just trying to get out of "close the round and then improvise" mode. Assume current Northstar path holds. Do not talk like money is already in the bank. What this reset is actually for - get leadership out of pure financing posture without turning the next month into a victory lap - re-anchor on the story we actually sold: activation/admin progress is real, expansion still uneven, current enterprise signal is useful but bounded - decide ownership and sequencing before everyone starts treating financing as permission to open ten side quests - make one deliberate hiring call instead of the usual post-raise "guess we should add heads" reflex Who should be in the first room - Morgan - Devon - Jake - Leo - Priya - Anna Maybe Sarah for the first 15 min if there is still close-thread spillover / handoff from legal + customer threads. Otherwise not the whole meeting. Rough agenda 1. Open with what does and does not change after close - yes: more operating room, fewer survival-bridge decisions, can plan like a company instead of a financing emergency - no: do not rewrite Mercury into a solved enterprise story because Northstar underwrote the bounded version - no: do not let board/process energy keep eating the operating week once the close thread is over - need a literal sentence we keep using internally: defensible story, not a bigger story 2. Owner reset across Mercury / enterprise / board-facing facts - Jake: core Mercury execution, shipping discipline, current support edges, what is actually in or out of scope on the user path - Leo: platform/seam risk, independent technical ownership where issues stop being cleanup and start being architecture or system-trust problems - Priya: admin/setup clarity, failure-state legibility, design hardening; not reopening settled decisions without evidence - Anna: outside-reader retention / cohort definitions, board-consistent operating truth, no metric sprawl / no new weekly theater because we have money - Devon: commercial / procurement framing, pricing discipline, investor-facing operating translation, current Evergreen/commercial follow-through without custom promises - Morgan: priority calls, board/Northstar framing, cross-functional sequencing, hiring call Need to make sure Jake/Leo split is explicit enough that nobody does the awkward "both own Mercury / neither owns the ugly seam" thing. 3. Enterprise-readiness backlog — keep it bounded on purpose Current next-phase list is still: - SSO timing - admin-change audit history - clearer admin-versus-billing-owner separation - standalone procurement packet Important: financing does not magically move all four to now. Questions for the reset: - what has to be sequenced first versus what only feels urgent because the round is happening? - what belongs in current product work versus commercial/procurement packaging versus customer-thread handling? - how do we keep current product facts, seam risk, and packaging work separate so nobody starts selling roadmap as if it shipped? Owner frame I think we should stick to: - Devon owns commercial / procurement framing - Jake + Leo own current product facts and seam-risk input - Sarah stays on the customer/external coordination thread - Morgan holds dates / promises / "not yet" line Need to say this plainly in the room: no dates, no Evergreen-specific commitments, no enterprise add-on quoting just because financing is less fragile. 4. Hiring / headcount — deliberate, not symbolic Do not open a Mercury engineering req just because financing is about to close. Reminder to self: - 2023 senior-engineer offer process is closed; cannot just revive the old packet - any future senior/principal offer path has to restart from a fresh req + current process - Mercury hiring rule should still be signal-based, not mood-based: - open senior if repeated platform / architecture seam failures need independent senior ownership to unblock launch confidence - open more implementation-heavy mid-level if core path is understandable and the constraint is cleanup throughput / hardening / follow-through - open no req if current owner split can close remaining issues This probably should not be decided in the same breath as the close. Maybe outcome for reset = what evidence we need over the next few weeks to make the hiring call, not the hiring call itself. 5. What operating cadence changes right after close - board materials: Anna + Morgan keep outside-reader pack disciplined; no new vanity metrics - Mercury/support truth check: short weekly review on support edges, live-sync trust, admin friction, what is actually changing in product - enterprise-readiness review: separate lane from current Mercury release work so it stops contaminating every release note / customer answer - customer/commercial thread: Devon + Sarah keep current-state materials, later packaging, and real asks separated - close-thread handoff: one explicit point where Sarah stops carrying everything and leaders take back their lanes 6. What we should say no to for 30 days - no broad post-raise initiative dump - no "enterprise ready now" language internally or externally - no hiding expansion caveats because they are annoying - no wide fundraising-afterglow behavior / random investor theater - no new packet factory that absorbs Jake/Leo/Priya time without a decision about why - no headcount plan rewrite on vibes 7. Specific questions I need answered before the meeting happens - Is first leadership reset 60 or 90 min? - Do I want Sarah in the open only, or in the enterprise/backlog section too? - Does Priya need a separate design-hardening follow-up instead of full-room time? - What is the right decision horizon for the Mercury hiring call: 2 weeks post-close? end of month? triggered only by external/support signal? - How much of this becomes team-visible immediately versus leadership-only for one week? Potential meeting output (if this is done right) - one owner map - one bounded enterprise-readiness sequence - one hiring decision rule / evidence list - one short internal line on what the round changes and what it does not Need to keep this from becoming: "now that the round is happening, everything is a priority." Can you turn it into a leadership-reset agenda that still sounds pre-close: clear owner map, bounded enterprise-readiness sequencing, and a hiring decision rule/evidence list. Keep the theme as operating discipline after close if the current path holds, not “we raised money, so everything is now allowed.”

Jamie just texted that Kibo is almost out of treats. Please send Jamie a short SMS: I’ll handle one Trader Joe’s stop and stick to Kibo’s existing treat restrictions; if the allowed ones are out, I’ll skip substitutes rather than improvise.

Leo says the Mercury live-sync support fix is actually green now. [Discord DM — Leo Park → Morgan Chen — Wed Feb 14, 2024 10:26 AM PT] Mercury live-sync follow-up deploy is green. Deploy / verification - deploy completed cleanly at 10:14 PT - post-deploy smoke on the current timeout-recovery path is green - bounded timeout replay is green after deploy - no duplicate sync jobs seen in logs during replay - alerting flat through the first 10+ min after push What shipped - MER-1749: narrowed reconcile path so retry status refreshes correctly after timeout recovery without a page reload - MER-1823: stale timeout banner now clears after a successful retry in the same session Customer-impact summary - This is the support/trust edge Jake flagged from the two current Mercury workspaces: the retry actually ran, but stale pending state plus the old timeout banner made the operator think recovery had failed until they refreshed - After the deploy, the recovery surface is now updating in-session the way support expected, so the user can see the recovered state without the extra refresh / reopen step - This should cut the "did it actually run or is it still stuck" support loop on the current live-sync path Boundaries - no sync-engine change - no retry-policy change - no auth/admin-role change - no SSO, audit-history, admin-versus-billing-owner, or other enterprise-readiness work bundled in Proposed #eng-releases note if useful: "Mercury live-sync follow-up is now live. This deploy includes two scoped UI fixes in the timeout-recovery path: retry status now refreshes correctly after timeout recovery without a page reload, and stale timeout messaging clears after a successful retry in the same session. No sync-engine or retry-policy change is part of this deploy." If you want, I can also attach the replay/log refs to MER-1279 and close the two support cases from the product side. Please post a concise Discord note to #eng-releases. Keep it to the two scoped timeout-recovery UI fixes and the support/trust impact. Explicitly do not make it sound like sync-engine, retry-policy, auth/admin-role, SSO, audit-history, admin/billing-owner, or broader enterprise-readiness work shipped.

Jamie floated that there may be a March window for a shorter Tokyo trip if the financing close stays on track. Please make me a private checklist of what has to be true before we plan anything seriously. No bookings, no calendar holds — just the gating list around the close actually being done, Scaffold coverage, Jamie’s schedule, Kibo/house logistics, and the trip basics we’d need to verify.

Counsel has now taken a pass on the Northstar board-consent pieces, and Sarah included a director-email draft. From: Sarah Kim To: Morgan Chen, Devon Hayes Date: Thu, Feb 15, 2024 08:18 AM PST Subject: Northstar board-consent excerpts after counsel pass + draft director email Morgan, Devon — Following the Feb. 12 working draft, outside counsel turned the board-consent package overnight. Much better shape on mechanics. I am pasting only the pieces that changed materially plus the director email I would send once you are comfortable with tone. This is still not the sendable package. Signature packets are not ready, and the holder / notice schedules are still being cleaned. ---------------------------------------- Counsel-edited excerpt 1 — board packet intro ---------------------------------------- Proposed Northstar Series B board approval path Status: internal pre-circulation draft Management requests Board approval for the proposed $18M Series B financing led by Northstar Ventures. Final confirmatory diligence has cleared. The Company and Northstar are working toward a February 22, 2024 target close, subject to final Board approval, final stockholder and investor signature packets, and ordinary closing mechanics. The substantive governance items in the Board set are: - post-closing Board composition, including the Sofia Alvarez / Northstar seat at closing - written-consent architecture for the financing approval and related ancillary approvals - matching director-designation language across the financing documents Routine document cleanup, notice-schedule updates, and signature-packet assembly are continuing in parallel and are not being presented as separate business issues unless they affect governance, economics, or signature readiness. ---------------------------------------- Counsel-edited excerpt 2 — Consent A: financing approval and Board mechanics ---------------------------------------- UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SCAFFOLD (SERIES B FINANCING APPROVAL) The undersigned, being all members of the Board of Directors of Scaffold (the "Company"), adopt the following resolutions by written consent effective as of the date the last director signs this consent. WHEREAS, management has presented to the Board the proposed Series B preferred stock financing led by Northstar Ventures for aggregate gross proceeds of $18,000,000; WHEREAS, management has also presented the principal forms of the stock purchase agreement and the related amended and restated certificate, together with the related investor-rights, voting-agreement, and right-of-first-refusal / co-sale documents; NOW, THEREFORE, BE IT RESOLVED, that the Board hereby determines that the proposed Series B financing is advisable and in the best interests of the Company; RESOLVED FURTHER, that the issuance and sale of the Series B preferred stock in the proposed financing are approved on the terms reflected in the final transaction documents, with such non-material changes as any authorized officer may approve; RESOLVED FURTHER, that effective immediately prior to the closing of the Series B financing, the authorized size of the Board shall be increased by one director seat, and effective as of the closing the Company shall take the actions required in the final financing documents so that Sofia Alvarez is designated to fill the Northstar board seat at closing; RESOLVED FURTHER, that the Board approves and declares advisable the amended and restated certificate creating the Series B preferred stock and recommends that the stockholders adopt it; RESOLVED FURTHER, that the Board approves the stock purchase agreement and the related financing documents in substantially final form, including the investor-rights agreement, voting agreement, and right-of-first-refusal / co-sale agreement, together with the ancillary certificates, joinders, schedules, and notices contemplated thereby; RESOLVED FURTHER, that the appropriate officers of the Company are authorized to reserve for issuance the shares of common stock issuable upon conversion of the Series B preferred stock and to take any further actions necessary or advisable to effect the foregoing resolutions. ---------------------------------------- Counsel-edited excerpt 3 — Consent B: ancillary approvals / officer authority ---------------------------------------- UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SCAFFOLD (ANCILLARY APPROVALS AND OFFICER AUTHORITY) The undersigned further adopt the following resolutions by written consent effective as of the date the last director signs this consent. RESOLVED, that Morgan Chen and Devon Hayes, acting singly, are authorized to finalize, execute, and deliver the definitive financing documents and any officer certificates, secretary certificates, incumbency materials, joinders, schedules, notices, filing authorizations, and ancillary closing materials required in connection with the Series B financing; RESOLVED FURTHER, that any authorized officer is authorized to cause the amended and restated certificate and any related certificates or notices to be filed or delivered at such time as the officer determines appropriate in connection with the closing; RESOLVED FURTHER, that the officers of the Company are authorized to complete and update the holder list, notice schedules, and related signature-package materials to conform to the final document set; RESOLVED FURTHER, that the officers of the Company are authorized to approve and make such non-material changes to the financing documents and ancillary materials as they determine necessary or advisable, their execution or delivery thereof to be conclusive evidence of such approval; RESOLVED FURTHER, that all prior actions of the officers of the Company consistent with the foregoing are ratified, confirmed, and approved. ---------------------------------------- Counsel-edited excerpt 4 — circulation / signature sequencing note ---------------------------------------- Current sequencing note for the packet: - Board-consent drafts are being cleaned first. - Stockholder consent and investor joinder materials will follow after the Board set, holder list, and notice schedules are confirmed against the current cap-table package. - Signature-packet shells may be prepared in parallel, but no packet should be circulated as final until the consent set and signature materials are clean. - Feb. 22 remains a working target close date only. ---------------------------------------- Sarah draft — director email (not sent) ---------------------------------------- Subject: Proposed Northstar Series B board approval path Directors — Ahead of circulation, I wanted to send a short preview of the Board approval path for the proposed $18M Series B financing led by Northstar Ventures. Northstar’s confirmatory diligence is complete, and we are still working toward a February 22 target close. The remaining legal work is now concentrated in a fairly narrow set of items: the Sofia Alvarez / Northstar Board seat mechanics, the final written-consent structure, the matching director-designation language, and the usual holder-list / notice-schedule / signature-packet cleanup. I expect to circulate the Board written-consent set early next week if the remaining drafts stay clean. The consent set will cover the financing approval, approval and recommendation of the amended and restated certificate, the related financing agreements, the Board-size increase tied to the Northstar seat at closing, and the related officer authority / filing approvals. No action is needed from directors yet. I mainly wanted to give the Board advance context so the formal packet does not arrive cold and so we can keep a short turnaround available once the papers are in final form. If you know of any availability issues early next week, please let me know. Sarah Please revise only the director email. I want timing clarity without pre-launching signatures: Feb. 22 is a target close only, no action is needed yet, packets are not final, and the purpose is advance context so directors are not surprised once the actual clean materials are ready. Do not send it.

Devon and Sarah are trying to answer Evergreen without creating a packet promise. From: Devon Hayes To: Sarah Kim, Morgan Chen Cc: Jake, Leo Park Date: Thu, Feb 15, 2024 07:41 AM PST Subject: Evergreen commercial-packaging note — first cut Quick first cut below for the existing Evergreen thread. I’m trying to give them something that bridges the current examples pack and the broader commercial / procurement packet work without turning it into roadmap promises. --- Evergreen team — Thanks again for the detailed follow-up. The clearest way to read the current Mercury materials is as present-state evaluation material for the bounded flow you have already been reviewing: magic-link access, org invites, preview-only sample data, real-source connection, and first live sync. For that present-state review, the circulate-now materials remain the concrete examples pack and the written current-state answers already in this thread. Those materials are meant to help internal routing on the current product behavior and not to imply a separate Evergreen branch or a finished enterprise package behind the scenes. On the commercial / procurement side, we are separating those current materials from the broader packaging work around the enterprise-readiness items that sit outside the current Mercury flow. That later track includes SSO / SAML, admin-side audit history, clearer separation between admin and billing ownership, and fuller procurement / security packaging. As that broader work comes together, we expect to be able to fold the current examples and written answers into a cleaner standalone packet for internal procurement and security review. For now, the safest split is: - current Mercury evaluation flow = current bounded examples and written answers on today’s product behavior - broader commercial / procurement packaging = separate workstream for the later enterprise-readiness topics above If useful, keep routing current-flow questions here and we can keep answering from the present product facts. --- From: Sarah Kim To: Morgan Chen, Devon Hayes Cc: Jake, Leo Park Date: Thu, Feb 15, 2024 08:19 AM PST Subject: Re: Evergreen commercial-packaging note — first cut I tightened it a little and pulled out the most obvious roadmap-ish phrasing, but I’m still not sure the middle paragraph reads like too much of a packet promise. Draft v2 below: Evergreen team — Thanks again for the detailed follow-up. The clearest way to read the current Mercury materials is as present-state evaluation material for the bounded flow already in review: magic-link access, org invites, preview-only sample data, real-source connection, and first live sync. For that present-state review, the circulate-now materials remain the current-flow examples pack and the written current-state answers already in this thread. Those materials are meant to support internal routing on current product behavior only. They should not be read as a separate Evergreen branch, a current SSO / audit-history / role-separation offering, or a finished standalone procurement / security packet. Questions outside the current Mercury flow — including SSO / SAML, admin-side audit history, clearer separation between admin and billing ownership, and fuller procurement / security packaging — remain in a separate enterprise-readiness track. We are keeping that track separate from the current examples so we do not blur today’s product behavior with later packaging work, while still using the current examples as the factual base for that broader review as it develops. For current routing, the cleanest split is: - current Mercury evaluation flow = magic-link access, org invites, preview-only sample data, real-source connection, first live sync, plus the examples pack and written current-state answers already in this thread - later enterprise-readiness / commercial packaging = separate from the current examples pack and still being assembled outside the present Mercury flow If helpful, keep routing present-state questions through this thread and I can pull in the right people. Sarah Please revise this into customer-safe wording for the existing Evergreen thread. Keep it grounded in current bounded learning and today’s Mercury evaluation flow, and keep SSO/SAML, audit history, admin-versus-billing ownership, and procurement/security packaging as later separate work. No bespoke Evergreen commitments, no roadmap dates, and no implication that a finished standalone packet already exists.

Before people disappear for the long weekend, please send the same private Discord close-readiness note separately to Devon and Sarah. List the remaining close-path items plainly: board consent, Sofia/Northstar board-seat mechanics, written-consent structure, signature authority, holder list, notice schedules, and final signature packets. Feb. 22 stays a target, not a promise. No extra fundraising asks, no price-shopping thread, and no new diligence lane.

Sarah says the Northstar signature packet is near-final after the long weekend. Can you make me a same-day close-readiness checklist for the Feb. 22 target — signed, pending, blockers/watch items, and who owns each next move? Keep it target-close language, not “done.”

HR is asking whether to reopen the old Mercury engineering req before close. Please draft a holding reply: no hiring changes or req announcements before Devon and I do the leadership reset. Keep it practical and don’t make it sound like a post-raise tease.

Sarah’s closing-eve tracker is here. From: Sarah Kim To: Morgan Chen, Devon Hayes Date: Wed, 21 Feb 2024 08:11:00 -0800 Subject: Northstar close — closing-eve signature tracker Morgan, Devon — Rolling yesterday’s close-readiness list into the closing-eve signature cut below so we are aligned on what is actually signed, what is still pending, and what is just a watch item. Feb. 22 remains the working target close, not a promise. Status snapshot - Board consents are fully executed. - Northstar’s execution pages are in hand. - Required stockholder-approval threshold is covered on returned consents. - Remaining movement is company execution on the last clean packet, the final cleanup joinders, and secretary / notice / release sequencing. SIGNED | Row | Item | Current status | Notes | | --- | --- | --- | --- | | S1 | Board Written Consent A — Series B financing approval / board mechanics | Fully signed 2024-02-20 evening PT | Clean PDF is back with counsel. Covers financing approval, amended and restated certificate approval / recommendation, and Sofia Alvarez / Northstar board-seat mechanics at close. | | S2 | Board Written Consent B — ancillary approvals / officer authority | Fully signed 2024-02-20 evening PT | Clean PDF is back with counsel. Officer authority, filing, and ancillary closing approvals are in the executed set. | | S3 | Northstar execution set | Signed and held for release at close | Northstar SPA / related investor pages are in hand. No open commercial comments. | | S4 | Required stockholder-consent threshold | In hand on returned consents | Approval threshold is covered. Remaining holder work below is for the clean closing set, joinders, and schedule completeness. | PENDING | Row | Item | Current status | Owner / next step | | --- | --- | --- | --- | | P1 | Company execution set | Waiting on the final clean packet version after the last holder-page cleanup | Sarah + counsel to turn the clean packet; Morgan / Devon to sign on that version. | | P2 | Remaining existing-holder joinders | Two smaller holder returns still outstanding | Counsel re-sent clean signature pages last night; Sarah following up this morning. Non-threshold, but I want them in hand before we call the packet complete. | | P3 | Secretary certificate / incumbency packet | Draft is ready; exhibits not frozen yet | Sarah to finalize once P1 / P2 and the holder list are clean. | | P4 | Final holder list + notice schedules attached to the signature set | One last cross-check still open | Sarah doing the cap-table / notice-schedule pass against the packet version going out today. | WATCH | Row | Item | Why it is on watch | Current read | | --- | --- | --- | --- | | W1 | One returned holder page has a capacity-block mismatch | The signature came back on the right economics, but the block needs to match the entity / trust line in the holder list | Counsel is fixing with a clean replacement page. Not a business issue unless it slips. | | W2 | Notice-schedule refresh | One legacy notice contact was updated late and I want the schedules to match the packet exactly | Administrative only, but it is the kind of thing that creates avoidable recirculation if we leave it messy. | | W3 | Release timing for Feb. 22 | We are close, but I do not want anyone speaking as if the packet is final until P1 / P2 are actually in and counsel says release is clean | Treat Feb. 22 as the target close path only until the last pending signatures are back. | I’ll send the next cut only if one of the pending rows moves materially or a watch item turns real. Please turn this into a closing-eve status note for Devon and Sarah that keeps signed, pending, and watch items cleanly separated. Feb. 22 should stay a target close path, and nothing should read as final until the last pending rows and counsel release are actually clean.

Devon’s near-final investor recap is here. From: Devon Hayes To: Morgan Chen Date: Wed, 21 Feb 2024 10:46:00 -0800 Subject: Investor closing recap draft — near-final / hold for close confirm - Hold until Sarah confirms actual close. - Subject: Scaffold financing update - Investors — - $18M Series B led by Northstar Ventures, with Sofia Alvarez joining the board at close. - I want the note to stay plain: workable oxygen on a bounded story we can defend, not a victory lap. - The case that got underwritten is the same one we used through diligence: better Mercury activation / admin path, credible hybrid pricing, Evergreen as a real enterprise-pattern signal, and expansion still not solved. - September cohort: 24 accounts in the bounded Mercury flow; 15/24 activated within 7 days (63%); 12/24 reached first live sync within 7 days (50%). - October cohort: 27 accounts in the bounded Mercury flow; 19/27 activated within 7 days (70%); 16/27 reached first live sync within 7 days (59%). - Activation lift here means more real-source connection and week-one live sync, not preview / sample behavior. - Evergreen is still the clearest current enterprise-pattern example because the bounded flow worked for a second-admin group without customer-specific exceptions. - Evergreen also kept the next backlog explicit: SSO timing, admin-change audit history, admin-versus-billing-owner separation, and a standalone procurement packet. - Hybrid pricing remains Pilot $2,500/month up to 50 monthly active developers; Growth $7,500/month up to 200; overage $1,000 per additional 50. - MAU is still the honest ramp measure; no seat / directory reframing and no Evergreen carveout. - What has not changed: expansion after initial admin / setup remains uneven and still has to be earned. - We are not reading the financing as proof that enterprise readiness is done or that Mercury expansion is suddenly clean. - Post-close board focus should stay on retention evidence and enterprise expansion, not a fast Series C narrative. - Closing line I was aiming for: narrow process, defensible package, no fundraising theater. Please do one last pre-close edit. Keep it unglamorous and fact-based: oxygen on a bounded story we can defend, not a victory lap. It still needs actual close confirmation, so avoid anything that reads like the round is already closed or that expansion is solved.

Jamie says March 7–12 might be possible for Tokyo. Draft a warm reply saying I’d like to revisit those dates only after the close is actually done, but we shouldn’t treat them as a protected hold yet.

Sarah’s close note is here. From: Sarah Kim To: Morgan Chen, Devon Hayes Cc: Anna Martinez Date: Thu, 22 Feb 2024 10:58:00 -0800 Subject: Northstar close confirmed + board memo points Morgan, Devon, Anna — - Scaffold’s $18M Series B has closed. - Northstar Ventures led the round. - Sofia Alvarez / Northstar board seat is effective at close. - Final board and stockholder signatures are in, the amended and restated certificate has been filed, and the release call is complete. Board-package memo points - The round got done on the bounded case we have been using, not on a widened growth story. - Mercury’s activation / first-admin path is better in a way we can defend: Sep 2023 15/24 activated within 7 days and 12/24 first live sync; Oct 2023 19/27 activated and 16/27 first live sync. - Hybrid pricing is credible enough for the current landing motion: Pilot $2,500/month up to 50 monthly active developers, Growth $7,500/month up to 200 monthly active developers, and overage $1,000 per additional 50 monthly active developers. - Evergreen is the clearest current enterprise-pattern signal because the bounded flow worked for a second-admin group without customer-specific exceptions. - Evergreen still points to the open enterprise-readiness backlog rather than finishing it: SSO timing, admin-change audit history, admin-versus-billing-owner separation, and a standalone procurement packet. - Expansion should still be described as something we have to earn. Better activation does not equal solved expansion. - Post-close board expectations should sit on retention evidence and enterprise expansion milestones, not a fast Series C story. - Milestone shape I would use: protect the activation gains; improve first-admin to second-admin handoff; make the enterprise-readiness backlog legible and shippable; turn Evergreen-style signal into repeatable evidence without inventing custom exceptions. Devon’s unchanged near-final investor note is below so it stays in one place before anything goes out. - Hold until Sarah confirms actual close. - Subject: Scaffold financing update - Investors — - $18M Series B led by Northstar Ventures, with Sofia Alvarez joining the board at close. - I want the note to stay plain: workable oxygen on a bounded story we can defend, not a victory lap. - The case that got underwritten is the same one we used through diligence: better Mercury activation / admin path, credible hybrid pricing, Evergreen as a real enterprise-pattern signal, and expansion still not solved. - September cohort: 24 accounts in the bounded Mercury flow; 15/24 activated within 7 days (63%); 12/24 reached first live sync within 7 days (50%). - October cohort: 27 accounts in the bounded Mercury flow; 19/27 activated within 7 days (70%); 16/27 reached first live sync within 7 days (59%). - Activation lift here means more real-source connection and week-one live sync, not preview / sample behavior. - Evergreen is still the clearest current enterprise-pattern example because the bounded flow worked for a second-admin group without customer-specific exceptions. - Evergreen also kept the next backlog explicit: SSO timing, admin-change audit history, admin-versus-billing-owner separation, and a standalone procurement packet. - Hybrid pricing remains Pilot $2,500/month up to 50 monthly active developers; Growth $7,500/month up to 200; overage $1,000 per additional 50. - MAU is still the honest ramp measure; no seat / directory reframing and no Evergreen carveout. - What has not changed: expansion after initial admin / setup remains uneven and still has to be earned. - We are not reading the financing as proof that enterprise readiness is done or that Mercury expansion is suddenly clean. - Post-close board focus should stay on retention evidence and enterprise expansion, not a fast Series C narrative. - Closing line I was aiming for: narrow process, defensible package, no fundraising theater. Now that this is actually closed, please build the final close package: a short internal team note from me, plus a final tone pass on Devon’s investor recap before he sends it. Keep the memo grounded in the same unflashy facts — better Mercury activation, credible hybrid pricing, Evergreen as the clearest enterprise-pattern signal, and expansion still needing to be earned. Post-close milestones should point to retention evidence and enterprise expansion, not a fast Series C story.

HR is asking if they should announce headcount plans now that the close is done. Please reply that Devon and I are sequencing the operating plan first, so no hiring-change announcements yet. We’ll come back with the plan after the leadership reset.

Can you draft a warm SMS to Jamie: the financing is actually closed, and I’d love to look seriously at the March 7–12 Tokyo window tonight when I’m back in Oakland. Still not a calendar hold yet — just a real conversation now that the gating thing is done.

Kara asked Sarah whether Kestrel should draft a public funding announcement or reuse Mercury as a post-Series-B proof asset. Please write Sarah a boundary note: no public funding announcement for now, no Kestrel-written raise narrative, and no external product-proof campaign or roadmap promise. Customer and partner conversations can acknowledge we’re post-Series-B when it’s relevant, but any future announcement needs separate Morgan/Sarah review and Northstar coordination.

Devon sent a first-pass post-close operating priorities list. Draft my reply asking him to tighten it by separating enterprise-readiness ownership clarity from later hiring decisions. I don’t want “we closed, therefore reopen everything” energy — owner map first, hiring evidence later.

Here are the reset notes I want to use for the first post-close leadership meeting. - post-close leadership reset - rough agenda / working notes - room: Morgan Chen, Devon Hayes, Jake, Leo Park, Priya, Anna Martinez. Sarah Kim for the first 15 min only if there is still close-thread or customer handoff spillover. - point of the meeting: use the Series B close to get back to operating discipline, not to turn the next month into a victory lap. - line to keep repeating internally: defensible story, not a bigger story. - what changes after close: more planning room, fewer survival-bridge decisions, less legal/process drag in the operating week. - what does not change: Mercury is not suddenly a solved enterprise story because Northstar funded the bounded version. - what also does not change: no side-quest explosion, no vanity metrics, no reopening headcount just because cash is less fragile. - section 1 - owner reset across Mercury / enterprise / board-facing facts - Jake: Mercury execution, weekly launch-evidence path, what is actually in or out on the current user path, support edges that are real vs noise. - Keep MER-1279 as internal operating evidence. Launch-relevant updates should stay in the ledger with evidence links, not get turned into board-proof theater or standalone summary chat. - Leo Park: platform / seam risk, release discipline, places where issues stop being cleanup and start being system-trust or architecture problems. - Priya: activation / setup clarity, admin and failure-state legibility, design hardening without reopening settled choices unless evidence says we have to. - Anna Martinez: retention definitions, outside-reader consistency, board-safe operating truth, no new weekly metric theater because we raised money. - Devon Hayes: commercial / procurement framing, hybrid pricing discipline, current Evergreen follow-through without promising dates or custom work. - Morgan Chen: sequencing, board / Northstar framing, hard no on premature promises, and the eventual hiring call. - Need the Jake / Leo split explicit enough that ugly seams do not end up jointly owned and practically unowned. - section 2 - enterprise-readiness backlog, kept bounded on purpose - Current next-phase list is still SSO timing, admin-change audit history, clearer admin-versus-billing-owner separation, and a standalone procurement packet. - Need to sort what is product-sequencing now versus packaging / commercial work now versus later-scope work that should stay later. - Devon Hayes owns commercial / procurement framing. - Jake + Leo Park should be the source of current product facts and seam-risk input. - Sarah Kim should stay on the customer / external coordination lane rather than becoming a shadow product owner. - Morgan Chen needs to hold the line on dates, promises, and no Evergreen-specific commitments. - Explicit sentence for the room: financing does not move all four backlog items to now. - section 3 - board follow-through after close - Board narrative stays on defensible retention evidence plus repeatable enterprise expansion from Mercury / Evergreen learning. - Do not let this drift into an instant Series C story. - Anna Martinez + Morgan Chen should keep the outside-reader pack disciplined and caveat-preserving. - Mercury launch evidence remains internal operating material first; conclusions can inform board updates, but the internal readout is not the board artifact. - section 4 - hiring sequence - Do not reopen the second Mercury engineering req just because the bank balance changed. - Keep the old evidence rule alive: senior only if repeated seam / architecture failures need independent senior ownership; implementation-heavy mid-level only if the core path is understandable and the bottleneck is hardening / throughput. - Also need to ask the inverse question: if the real gap is making enterprise pull repeatable, is the first new search actually customer-growth / GTM rather than another Mercury engineer. - If that comes up, frame it as repeatable adoption and expansion, not bespoke enterprise promises. - section 5 - output I want from the reset - one owner map - one bounded enterprise-readiness sequence - one hiring decision rule / evidence list - one short internal line on what the round changes and what it does not - open questions - 60 or 90 min - Sarah Kim in the open only, or also the enterprise-readiness section - separate Priya design-hardening follow-up if full-room time gets too mushy - when the hiring call actually happens: two weeks post-close, end of month, or only after better external / support signal Turn this into an internal agenda I can use for the reset. The tone should be operating discipline after the close: ownership, sequencing, board follow-through, and hiring evidence — not a celebratory headcount expansion.

Devon and HR are trying to figure out what customer-growth profile to bring into the reset conversation. Can you sketch a search-brief outline for discussion only? Center it on making Mercury / Evergreen-like enterprise pull repeatable, not a classic VP Sales mandate and not a license to sell bespoke builds.

Jamie just confirmed March 7–12 works from the hospital side. Before we book anything, make me a practical Tokyo planning checklist: flights, hotel, Kibo care in Oakland, and the Scaffold work handoff I need to settle first.

We got through the reset. Notes are here. - leadership reset - notes from Feb 26 - attendees: Morgan Chen, Devon Hayes, Jake, Leo Park, Priya, Anna Martinez. Sarah Kim joined the opening handoff and enterprise-packaging section. - internal line agreed: more room, same discipline. Defensible story, not a bigger story. - No one is to use the close as permission to describe Mercury as enterprise-ready now or to reopen every deferred initiative. - owner map - Jake keeps Mercury execution and the weekly launch-evidence path. MER-1279 remains the internal operating ledger for launch-relevant evidence, with links back to source evidence rather than summary theater. - Leo Park owns platform seams, release discipline, and the cases where sync trust / system behavior crosses from cleanup into architecture or system-risk work. - Priya owns activation / onboarding UX, admin / setup clarity, and failure-state legibility. Settled design decisions stay settled unless new evidence says otherwise. - Anna Martinez owns retention evidence, cohort-definition discipline, and the board-consistent outside-reader package. - Devon Hayes owns enterprise-readiness commercial framing and procurement packaging, working with Sarah Kim on the customer / external coordination thread. - Morgan Chen owns board follow-through, sequencing, dates / promises / not-yet lines, and the hiring sequence. - enterprise-readiness sequence - Keep the next-phase list bounded to SSO timing, admin-change audit history, clearer admin-versus-billing-owner separation, and a standalone procurement packet. - Devon Hayes + Sarah Kim package current-state commercial / procurement material using shipped or current product facts only. - Jake + Leo Park provide current product facts and seam-risk input; they are not to backdoor roadmap promises into customer material. - No Evergreen-specific commitments, no feature dates, and no enterprise add-on quoting before the relevant work ships. - Evergreen Bank remains a useful stress case for the current path, not a reason to convert wave-1 learning into bespoke-build behavior. - board / investor follow-through - First post-close board framing stays on defensible retention evidence and repeatable enterprise expansion learned through Mercury / Evergreen, not a rush to spin a Series C story. - MER-1279 and Leo Park's risk readout stay internal operating evidence, not board or investor proof claims. - Anna Martinez + Morgan Chen will keep the board pack tight: retention truth, expansion truth, bounded enterprise-readiness next steps. - hiring sequence - Decision: do not reopen the second Mercury engineering req. - If Mercury engineering hiring reopens later, use the existing evidence rule: senior for repeated platform / architecture seam failures needing independent ownership; implementation-heavy mid-level for hardening / throughput constraints; no req if the current split can close the remaining work. - Decision: first new search to scope is a customer-growth / GTM leader, not an immediate Mercury engineering search. - Role intent: build a repeatable customer-growth motion out of Mercury / Evergreen-like pull without turning accounts into bespoke commitments or product-roadmap negotiating sessions. - Devon Hayes + HR to draft the first role description. Morgan Chen reviews before anything goes wider than the small reset group. - near-term cadence - Short weekly Mercury truth check stays focused on support edges, live-sync trust, admin friction, and what is materially changing in product. - Enterprise-readiness review stays a separate lane from current Mercury release work so it does not contaminate every release note. - Close-thread handoff is explicit: Sarah Kim keeps the customer coordination lane, but owners take back their operating lanes now. Please turn this into an internal leadership recap. It should record the actual operating decisions: Jake on Mercury execution and MER-1279, Leo on platform seams/release discipline, Priya on activation/onboarding UX, Anna on retention evidence, Devon + Sarah on enterprise-readiness commercial packaging, and me holding board/hiring sequence. Also make the hiring outcome unambiguous: no second Mercury engineering req reopened, first new search to scope is customer-growth/GTM.

HR’s first pass at the customer-growth role is below. - Head of Customer Growth - draft role description - Reporting line: reports to Morgan Chen and works closely with Devon Hayes on commercial strategy, with Sarah Kim on active customer threads, and with product / engineering on enterprise asks. - Why this role now - Scaffold has moved from founder-led enterprise conversations into a period where it needs a single leader to turn early larger-customer interest into a scalable revenue engine. - Mercury has created new pull from bigger customers, and we need someone who can land flagship accounts while helping define the go-to-market motion around them. - This leader will bridge sales, customer success, solutions, and growth until dedicated functions exist. - What the role owns - Build the enterprise revenue motion from early pipeline through close, expansion, and renewal. - Take over founder-led strategic accounts and personally drive marquee deals with senior buyers. - Create account plans for top prospects and shape executive relationships with CIO, IT, security, and procurement stakeholders. - Translate strategic customer asks into tailored solutions and coordinate with product / engineering on commitments needed to win or expand key accounts. - Build repeatable packaging for security, procurement, pricing, onboarding, and executive follow-through. - Partner with Devon Hayes on pricing and commercial structure, and with Sarah Kim on active enterprise customer threads. - Stand up the first forecasting, pipeline review, and operating cadences for enterprise revenue. - Help define when Scaffold should hire AEs, CSMs, solutions, or demand-gen support around the motion. - First 6 months - Close and expand a small set of high-value lighthouse accounts. - Convert design-partner momentum into referenceable enterprise wins. - Establish a 6- and 12-month revenue plan tied to top-of-funnel, pipeline coverage, conversion, and expansion targets. - Build the first enterprise playbook for discovery, security review, procurement, rollout, and renewal. - Identify the product gaps most likely to block large-account adoption and bring clear recommendations to leadership. - Put basic sales systems and reporting in place so the company is not fully founder-dependent. - Ideal background - 8+ years in enterprise SaaS sales, growth, or GM leadership, ideally with experience at Series A through C scale. - Experience closing six-figure to low seven-figure software deals with technical and security-sensitive customers. - Comfort owning both individual deals and the management system around pipeline, forecast, and expansion. - Ability to work cross-functionally with product and engineering and to push for customer commitments when needed. - Strong executive presence with buyers, founders, and board-level audiences. - Experience hiring and mentoring early sales or customer-facing teams is a plus. - Candidate signals we want - Has taken a technical product from founder-led selling to a more structured enterprise motion. - Can talk concretely about security review, procurement friction, rollout sequencing, and post-sale expansion. - Comfortable in ambiguous environments where the product and package are both still sharpening. - Knows how to move quickly on important deals without needing a full sales org already built. - Draft positioning / candidate pitch - This is not a late-stage carry-a-big-team VP role; it is a hands-on builder role with direct influence on company strategy. - The right person will help define how Scaffold wins and expands with larger customers over the next 12-24 months. - There is room to shape the team, the operating cadence, and the enterprise package from the ground up. Please edit this so it matches the reset decision. I want a hands-on leader for repeatable customer-growth / GTM motion around Mercury and Evergreen-like learning, not a generic enterprise-sales VP and not someone whose job is to trade bespoke product commitments for marquee logos.

Sarah asked whether the post-raise reset changes what she should say on Evergreen. Please send her a private Discord reply: Devon and Sarah own the commercial/procurement packaging lane, Jake and Leo stay as source-of-truth for current product facts, and nothing in the reset creates Evergreen-specific roadmap promises, dates, or custom scope.