Contract analysis

Section 2(a): General Lock-Up Covenant The Undersigned hereby agrees that, during the Lock-Up Period, the Undersigned will not, without the prior written consent of the Representative (which consent may be withheld in the Representative's sole and absolute discretion), directly or indirectly: (i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any

Section 2(b): Scope — Securities Covered The restrictions set forth in Section 2(a) shall apply to all Lock-Up Securities, including without limitation: (i) all shares of Common Stock currently held of record or beneficially owned by the Undersigned; (ii) all options, warrants, or rights to acquire shares of Common Stock held by the Undersigned, whether or not currently exercisable or vested; (iii) all securities con

Section 3(a): Estate Planning Transfers The Undersigned may Transfer Lock-Up Securities (A) as a bona fide gift or gifts, (B) by will or intestacy, (C) to any trust, partnership, limited liability company, or other entity for the direct or indirect benefit of the Undersigned or the immediate family of the Undersigned, or (D) as a distribution to the immediate family of the Undersigned. For purposes of this Agreement,

Section 3(b): Pre-Existing Rule 10b5-1 Trading Plans The Undersigned may sell shares of Common Stock pursuant to a trading plan established prior to the date of this Agreement that is intended to comply with, and satisfies the conditions of, Rule 10b5-1 under the Exchange Act (a "Pre-Existing 10b5-1 Plan"), provided that: (i) such Pre-Existing 10b5-1 Plan was disclosed in the Registration Statement or the Final Prosp

Section 3(c): Open Market Post-IPO Acquisitions The restrictions set forth in Section 2 shall not apply to shares of Common Stock acquired by the Undersigned in the open market after the completion of the Offering (i.e., shares purchased by the Undersigned after the date of the Final Prospectus in secondary market transactions on the New York Stock Exchange or otherwise on the open market). This exception is subject

Section 3(d): Tax Withholding on Vesting RSUs The Undersigned may Transfer Lock-Up Securities to the Company (or have shares of Common Stock withheld by the Company) in connection with the vesting of restricted stock units ("RSUs") during the Lock-Up Period, solely to satisfy tax withholding obligations arising in connection with such vesting; provided, however, that: (i) the aggregate number of shares of Common Stoc

Section 3(e): Exercise of Options (Cashless or Cash) The Undersigned may exercise outstanding stock options or warrants to purchase shares of Common Stock that expire during the Lock-Up Period, provided that: (i) any shares of Common Stock received by the Undersigned upon such exercise shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period; (ii) a net exercise or

Section 3(f): Transfers to Affiliates The Undersigned may Transfer Lock-Up Securities to any affiliate (as such term is defined in Rule 405 under the Securities Act) of the Undersigned, provided that such affiliate executes and delivers to the Representative a lock-up agreement in the form of this Agreement (or a joinder agreement substantially in the form of Exhibit A attached hereto), agreeing to be bound by all of

Section 9(a): Binding Effect; Successors and Assigns This Agreement shall be binding upon the Undersigned and the heirs, personal representatives, successors, and assigns of the Undersigned. Any transferee receiving Lock-Up Securities pursuant to a permitted Transfer under Section 3 hereof shall take such Lock-Up Securities subject to the restrictions of this Agreement for the remainder of the Lock-Up Period and shal

Section 9(b): Governing Law; Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Undersigned hereby irrevocably and un

Section 9(c): Third-Party Beneficiaries The Undersigned acknowledges and agrees that the Company is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms and provisions hereof as if it were a party hereto. In addition, each of the several Underwriters named in the Underwriting Agreement is an intended third-party beneficiary of this Agreement and shall be entitled to enforce

Section 9(d): Entire Agreement; Amendments This Agreement constitutes the entire agreement between the Undersigned and the Representative with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, agreements, and understandings, whether written or oral, with respect to the subject matter hereof. No amendment, modification, or waiver of any provis

Section 9(e): Severability If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. In the event t

Section 9(f): Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) when sent by electronic mail (with written confirmation of receipt), (iii) one (1) business day after being sent by nationally recognized overnight courier service (with written c

Section 9(g): Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, or other applicable law, e.g., www.Br

Section 9(h): Headings The section headings and captions contained in this Agreement are for convenience of reference only, do not form a part of this Agreement, and shall not affect in any way the meaning, interpretation, or construction of this Agreement. SECTION 10: ACKNOWLEDGMENT The Undersigned acknowledges that the Representative and the several Underwriters are entering into the Underwriting Agreement and proc

1. Assumption of Lock-Up Obligations. The Transferee hereby agrees to be bound by all of the terms, conditions, restrictions, and obligations set forth in the Lock-Up Agreement with respect to the Transferred Securities for the remainder of the Lock-Up Period (through and including August 6, 2024, or such earlier date on which the Lock-Up Agreement terminates in accordance with Section 8 thereof). The Transferee shal

2. Representations and Warranties. The Transferee hereby makes each of the representations and warranties set forth in Section 5 of the Lock-Up Agreement, mutatis mutandis, with respect to the Transferee and the Transferred Securities.

3. Stop Transfer. The Transferee agrees and consents that the Company and the Transfer Agent are authorized to place a stop transfer notation and restrictive legend on the certificates (or book-entry positions) representing the Transferred Securities during the remainder of the Lock-Up Period, in accordance with Section 6 of the Lock-Up Agreement.

4. Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

5. Counterparts. This Joinder Agreement may be executed in one or more counterparts, including by facsimile or electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Joinder Agreement is irrevocable and shall be binding upon the Transferee and the Transferee's heirs, legal representatives, successors, and assigns for the remainder o