Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms have the following meanings: "Adverse Disclosure" means public disclosure of material non-public information that the Board determines in good faith (after consultation with outside counsel to the Company) would be required to be made in a Registration Statement or Prospectus filed or used in connection with a registration hereunder, the disclo

Section 1.2 — Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is not exclusive. The word "will

ARTICLE II — DEMAND REGISTRATION RIGHTS

Section 2.1 — Demand Registration Requests. (a) Right to Demand. Subject to the terms and conditions of this Agreement, including the restrictions set forth in Section 2.2 and the Standstill Period set forth in Section 7.1, each Holder shall be entitled to a maximum of two (2) registrations initiated by such Holder (each, a "Demand Registration") and a total of four (4) Demand Registrations shall be available across

Section 2.2 — Demand Registration Limitations. (a) Timing Limitation. The Company shall not be obligated to effect a Demand Registration (i) within ninety (90) days following the effective date of any previous Demand Registration filed pursuant to this Section 2, or (ii) during a Suspension Period (as defined in Section 2.2(c) below). (b) Counting of Demands. A Demand Registration shall not be counted as one of the t

Section 2.3 — Suspension of Registration. (a) If, after a Registration Statement filed in connection with a Demand Registration has been declared effective by the Commission, the Board determines in good faith (after consultation with outside counsel to the Company) that the continued use of the Prospectus included in such Registration Statement would require Adverse Disclosure or that such Prospectus contains an unt

Section 2.4 — S-3 Shelf Registration Rights. (a) Filing of Shelf Registration Statement. Beginning on the date that is twelve (12) months after the IPO Closing Date (i.e., on or after February 13, 2025), if the Company is eligible to use Form S-3 for secondary offerings on behalf of the Holders, any Holder may request in writing that the Company file a shelf registration statement on Form S-3 (including a registratio

Section 2.5 — Holder's Right to Participate in Demand Registrations. (a) Notice to Other Holder. If one Holder initiates a Demand Registration pursuant to Section 2.1, the Company shall, promptly and in any event within five (5) business days following receipt of the Demand Notice, notify the other Holder in writing of such Demand Registration request, including the identity of the requesting Holder, the number of Re

ARTICLE III — PIGGYBACK REGISTRATION RIGHTS

Section 3.1 — Piggyback Registration. If the Company proposes to file a Registration Statement under the Securities Act with respect to a public offering of shares of Common Stock (whether for the Company's own account or for the account of any other stockholder of the Company), other than (a) the IPO Registration Statement (which has already been declared effective), (b) a registration statement on Form S-4 or Form

Section 3.2 — Priority on Piggyback Registrations. (a) Company-Initiated Registrations. If a registration giving rise to piggyback rights under Section 3.1 is initiated by the Company for its own account (a "primary offering"), and the managing underwriter(s) of the related Underwritten Offering advise the Company in writing that, in such underwriter's reasonable opinion, the total number of securities proposed to be

Section 3.3 — Withdrawal from Piggyback Registration. (a) Holder Withdrawal. Any Holder that has requested to participate in a Piggyback Registration may withdraw all or any portion of its Registrable Securities from such Piggyback Registration at any time prior to the effective date of the related Registration Statement by delivering written notice of withdrawal to the Company. Such withdrawal shall be without preju

Section 3.4 — No Obligation to Proceed. The Piggyback Registration rights set forth in this Article III do not obligate the Company to initiate, continue, or proceed with any proposed registration of securities. Nothing in this Article III shall be construed to limit the Company's right to determine, in its sole discretion, whether to proceed with any registration of its securities, subject to the Company's obligatio

ARTICLE IV — REGISTRATION PROCEDURES

Section 4.1 — Company Obligations. In connection with any registration of Registrable Securities pursuant to this Agreement (whether a Demand Registration, Piggyback Registration, or S-3 Shelf Registration), the Company shall: (a) Preparation and Filing. Prepare and file with the Commission a Registration Statement (including all required exhibits, financial statements, and schedules) with respect to the Registrable

Section 4.2 — Seller Obligations. In connection with any registration of Registrable Securities pursuant to this Agreement, each selling Holder shall: (a) Information. Furnish to the Company in writing such information regarding such Holder, the Registrable Securities held by such Holder, and the intended method of disposition of such Registrable Securities as the Company may reasonably request and as shall be requir

Section 4.3 — Effectiveness Period. (a) Demand Registration on Form S-1. With respect to any Demand Registration on Form S-1, the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement for a period of one hundred eighty (180) days following the date on which such Registration Statement is declared effective by the Commission (or such shorter period if all Registrable Sec

ARTICLE V — REGISTRATION EXPENSES

Section 5.1 — Allocation of Expenses. (a) Registration Expenses. "Registration Expenses" means all fees, costs, and expenses incurred by the Company in connection with any registration of Registrable Securities pursuant to this Agreement, including, without limitation: (i) all Commission registration and filing fees; (ii) all FINRA filing fees and expenses; (iii) all NYSE supplemental listing application fees and ann

Section 5.2 — Expenses Not Covered. This Article V shall not apply to, and the allocation of expenses set forth herein shall not cover, any fees, costs, or expenses incurred in connection with any litigation, dispute, or other proceeding arising out of or in connection with any registration of Registrable Securities. The allocation of liability for such fees, costs, and expenses is governed by Article VI (Indemnifica

ARTICLE VI — INDEMNIFICATION AND CONTRIBUTION

Section 6.1 — Indemnification by the Company. The Company shall indemnify, defend, and hold harmless each selling Holder and its respective affiliates, officers, directors, partners, members, managers, employees, and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Holder (each, a "Holder Indemnified Party"), from and against any and

Section 6.2 — Indemnification by the Selling Holders. In connection with any registration in which a Holder is selling Registrable Securities, such selling Holder shall, severally and not jointly, indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the C

Section 6.3 — Conduct of Indemnification Proceedings. (a) Notice of Claim. An indemnified party shall promptly notify the indemnifying party in writing of any claim, action, suit, or proceeding with respect to which such indemnified party seeks indemnification pursuant to this Article VI (a "Claim Notice"). The failure of an indemnified party to give prompt notice of a claim shall not relieve the indemnifying party o

Section 6.4 — Contribution. (a) If the indemnification provided for in Sections 6.1 and 6.2 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any Losses for which such indemnified party is entitled to indemnification hereunder, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as

ARTICLE VII — HOLDBACK / STANDSTILL AGREEMENTS

Section 7.1 — Lock-Up / Standstill Period. (a) Standstill Covenant. Each Holder agrees that, during the Standstill Period (the 180-day period commencing on February 8, 2024 and expiring at 11:59 p.m. (New York City time) on August 6, 2024, coterminous with the lock-up agreements executed by each Holder in favor of Whitfield Barrow & Co., LLC, as Representative of the underwriters in the IPO), such Holder shall not, w