• Advising on business initiatives, product design, filings, claims, utilization management, pharmacy, and provider network matters; • Leading responses to regulatory inquiries, investigations, and market conduct exams; • Providing proactive guidance on evolving state laws and requirements. • Serving as counsel to the Banner | Aetna joint venture in Arizona, advising on governance, regulatory strategy, and business initiatives.

• Provide expert legal advice and guidance on a broad range of corporate, commercial, and regulatory matters, including fintech, crypto, and securities. • Draft, review, and negotiate complex contracts, including partnership, licensing, employment, and vendor agreements • Advise on compliance with US and international laws relevant to the gaming, finance, and technology sectors • Support mergers, acquisitions, and other strategic transactions • Advise on digital asset offerings, token structures, and blockchain-based products, including analysis of securities law implications under federal and state regulations • Monitor and interpret SEC, CFTC, FinCEN, and state regulatory developments affecting digital assets and payment systems • Collaborate with cross-functional teams to identify and mitigate legal risks • Develop and implement policies, procedures, and training to ensure ongoing compliance • Represent Xsolla in legal proceedings, regulatory inquiries, and negotiations as needed • Monitor changes in relevant legislation and assess impact on business operations • Mentor and provide guidance to junior legal team members

• Draft, review, and revise agreements including form agreements for routine sales activities • Work with Sourcing, Sales and the IT team to advise on the review of complex IT vendor agreements • Develop and support the development of playbooks and templates for consistent legal review • Assist with the review of data processing agreements • Ensure alignment with IT and business strategies • Coordinate contract negotiation with multiple cross-departmental functions

Role Description The General Counsel will serve as the company’s senior-most legal executive and a member of the executive leadership team. Reporting directly to the CEO and working closely with the Board of Directors, the General Counsel will own the full legal, compliance, governance, and ethics function—providing strategic counsel across all areas of the enterprise while building the legal infrastructure required for Cognito’s continued growth, IPO readiness, and long-term platform leadership. This is a rare opportunity to shape not just legal strategy but the ethical and governance foundations of a company defining a new category in brain health. The General Counsel will be a decisive, business-oriented leader capable of operating with high autonomy, exercising sound judgment in ambiguous and high-stakes environments, and building scalable systems that protect and advance Cognito’s mission. Key Responsibilities - Corporate Governance & Securities - Lead all Board governance matters, including preparation and review of Board and committee materials, resolutions, and corporate minutes. - Own corporate structuring, subsidiary management, and capitalization strategy. - Partner with the CEO and CFO on fundraising, investor relations, and IPO readiness, including SEC reporting infrastructure and public-company compliance frameworks. - Serve as the primary legal interface for the Board, investors, and external governance stakeholders. - Commercial & Strategic Transactions - Lead negotiation and execution of complex commercial agreements, including strategic partnerships, licensing, distribution, vendor, and enterprise customer contracts. - Advise on risk allocation, indemnification structures, and contractual compliance aligned with business objectives. - Drive legal strategy for M&A, collaboration, and licensing activity, including due diligence, deal structuring, and integration. - Build and manage a contract management system and scalable commercial legal infrastructure. - Regulatory & Compliance - Provide executive-level legal leadership within a regulated medical device environment, partnering with Regulatory, Quality, Clinical, and Commercial functions. - Advise on FDA regulatory strategy, healthcare compliance, fraud and abuse considerations, and promotional review processes. - Develop and maintain a robust corporate compliance program, including policies, training, and monitoring frameworks. - Partner with regulatory counsel and external advisors to strengthen regulatory frameworks supporting device approval, label expansion, and international market access. - IP Strategy & Platform Defensibility - Own and develop the company’s intellectual property strategy, including patent portfolio expansion, freedom-to-operate analysis, and competitive IP positioning. - Partner with Patent Counsel and R&D leadership to protect core scientific, technological, and data innovations. - Build enterprise-level strategic protections that support long-term platform defensibility across scientific, technological, and commercial dimensions. - Identify and mitigate IP risks arising from partnerships, licensing, and competitive activity. - Neuroethics & AI Governance - Lead the development of governance for scientific, regulatory, ethical, and data infrastructure. - Establish and chair a neuroethics governance framework, including oversight structures, advisory expertise, and operating principles for responsible cognitive monitoring. - Develop AI explainability and transparency standards governing Cognito’s use of AI-driven therapeutic intelligence and decision-support systems. - Build longitudinal cognitive data governance systems—including data classification, retention, access controls, and secondary use policies—commensurate with the sensitivity of brain health data. - Create patient trust and consent architectures that meet the highest ethical standards and anticipate evolving regulatory expectations around neurotechnology and AI. - Develop responsible AI operating principles and embed them across product, clinical, and commercial functions. - Engage proactively with emerging regulatory frameworks, standards bodies, and policy stakeholders on neuroethics and AI governance. - Data Governance & Privacy - Develop and implement an enterprise data governance infrastructure appropriate for collecting and leveraging sensitive longitudinal brain health data. - Oversee HIPAA, GDPR, CCPA, and other applicable privacy compliance programs. - Advise on data sharing, research partnerships, and secondary data use in alignment with ethical standards and patient consent architectures. - Partner with Data Science, Clinical, and Product teams to ensure data governance frameworks scale with Company strategy and growth. - Legal Operations & Risk Management - Build and lead a high-performing legal function, including hiring, developing, and managing internal legal staff. - Manage outside counsel relationships and legal budgets with rigor and strategic discipline. - Develop scalable legal processes, contract templates, and knowledge management systems. - Identify, monitor, and proactively mitigate enterprise risk across legal, regulatory, and ethical domains. - Report to the Board and Audit Committee on material legal, compliance, and governance matters. Qualifications - D. from an accredited law school and active membership in at least one U.S. state bar. - 15+ years of relevant legal experience, with a combination of top-tier law firm and in-house leadership experience. - Demonstrated track record as General Counsel or Deputy/Associate General Counsel at a life sciences, medical device, or health technology company. - Experience in healthcare, medical device, or other highly regulated environments is required; neurotechnology or digital health experience is a strong plus. - Significant experience supporting venture-backed or high-growth companies; IPO, public-company, or capital markets experience is highly preferred. - Demonstrated experience with IP strategy, complex commercial transactions, and advising CEO and Board-level stakeholders. - Experience with, or strong interest in, emerging governance domains including AI ethics, data privacy, and neuroethics. Skills & Capabilities - Exceptional business judgment and the ability to provide decisive, risk-calibrated counsel under uncertainty. - Executive presence, credibility, and influence with Board members, investors, and senior leadership. - Ability to think strategically about legal and governance matters as sources of competitive advantage, not just risk mitigation. - Strong drafting, negotiation, and communication skills across technical, scientific, and business audiences. - Intellectual curiosity and comfort operating in emerging regulatory and ethical domains, including AI governance and neuroethics. - High integrity, discretion, and sound judgment in handling sensitive and confidential information. - Ability to build and lead a team while remaining a hands-on contributor in a fast-paced, resource-constrained environment.