Contract analysis

Section 1.1 — Defined Terms As used in this AAU, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement. "AAU" means this Agreement Among Underwriters, dated as of February 8, 2024, as the same may be amended, modified, or supplemented from time to time in accordance with its terms. "Ba

Section 1.2 — Interpretation (a) Unless the context otherwise requires, references in this AAU to "Sections," "Articles," "Schedules," and "Annexes" are references to sections, articles, schedules, and annexes of this AAU. (b) The headings and captions used in this AAU are for convenience of reference only and shall not affect the interpretation of any provision hereof. (c) Words importing the singular include the pl

ARTICLE II — APPOINTMENT OF REPRESENTATIVE; AUTHORITY

Section 2.1 — Appointment Each Underwriter hereby irrevocably appoints Whitfield Barrow & Co., LLC as the Representative of the several Underwriters for all purposes under this AAU and the Underwriting Agreement. The Representative is authorized to act on behalf of the Underwriters in connection with the Offering, sale, and distribution of the Shares, and to exercise such powers and perform such duties as are specifi

Section 2.2 — Scope of Authority The Representative is hereby granted authority, and each Underwriter hereby consents to the Representative exercising such authority, in the following matters: (a) Underwriting Agreement. The Representative is authorized to negotiate, execute, and deliver the Underwriting Agreement on behalf of the several Underwriters, and to take all actions and make all determinations contemplated

Section 2.3 — Limitations on Authority Notwithstanding the broad authority granted to the Representative in Section 2.2, the Representative shall not, without the prior written consent of Underwriters holding at least 66⅔% of the aggregate underwriting commitments (calculated by reference to the number of Base Shares committed by each Underwriter): (a) materially amend, modify, or supplement the Underwriting Agreemen

Section 2.4 — Reliance on Representative Each Underwriter agrees that it shall be bound by any and all actions taken by the Representative within the scope of the authority granted to the Representative under this AAU and the Underwriting Agreement. The Company and other third parties (including the Company's counsel, the Company's independent registered public accounting firm, and the transfer agent) may rely upon t

ARTICLE III — UNDERWRITING COMMITMENTS AND ALLOCATIONS

Section 3.1 — Underwriting Commitments (Base Offering) Each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Base Shares set forth opposite its name below, at the Purchase Price of $18.80 per share, subject to and in accordance with the terms and conditions of the Underwriting Agreement: The obligation of each Underwriter to purchase its respective commitment of Base Shares is

Section 3.2 — Overallotment Option Allocation Upon exercise of the Overallotment Option by the Representative on behalf of the several Underwriters (in whole or in part), the Option Shares so purchased shall be allocated among the Underwriters in the same proportions as the Base Shares set forth in Section 3.1, as follows: (a) Whitfield Barrow & Co., LLC: 50.0% (up to 1,500,000 Option Shares) (b) Calloway Pierce Secu

Section 3.3 — Total Commitment Summary Upon full exercise of the Overallotment Option, the total commitment of each Underwriter under the Underwriting Agreement is as follows: The aggregate Purchase Price payable by all Underwriters for the Total Shares (assuming full exercise of the Overallotment Option) is 23,000,000 × $18.80 = $432,400,000.

Section 3.4 — Default by an Underwriter (a) Default Not Exceeding 10%. If any Underwriter defaults in its obligation to purchase Shares under this AAU and the Underwriting Agreement, and the aggregate number of Shares with respect to which such default occurs does not exceed 10% of the Total Shares to be purchased by all Underwriters at such closing, the non-defaulting Underwriters shall be severally obligated, in pr

ARTICLE IV — COMPENSATION AND ECONOMICS

Section 4.1 — Gross Spread The Gross Spread payable to the Underwriters in connection with the Offering is $1.20 per share, representing an underwriting discount equal to 6.0% of the Public Offering Price of $20.00 per share. The Gross Spread represents the difference between the Public Offering Price at which the Shares are sold to the public and the Purchase Price of $18.80 per share paid by the Underwriters to the

Section 4.2 — Allocation of Gross Spread The Gross Spread of $1.20 per share shall be divided into the following three components, each of which is allocated among the Underwriters as set forth in Sections 4.3, 4.4, and 4.5: Each component of the Gross Spread compensates the Underwriters for distinct aspects of their participation in the Offering, as described below. The allocation of each component among the individ

Section 4.3 — Management Fee The Management Fee constitutes 20% of the Gross Spread, equal to $0.24 per share. The Management Fee compensates the Underwriters for the structuring, execution, bookbuilding, investor marketing, and overall management of the Offering process, including without limitation the coordination of due diligence activities, the preparation and review of the Registration Statement and Prospectus,

Section 4.4 — Selling Concession The Selling Concession constitutes 60% of the Gross Spread, equal to $0.72 per share. The Selling Concession shall be earned by each Underwriter on the Shares actually sold by such Underwriter or allocated to such Underwriter for distribution to investors. The Selling Concession compensates each Underwriter for its sales efforts and distribution capabilities in connection with the Off

Section 4.5 — Underwriting Fee The Underwriting Fee constitutes 20% of the Gross Spread, equal to $0.24 per share. The Underwriting Fee compensates each Underwriter for the underwriting risk assumed by such Underwriter in connection with its several obligation to purchase its committed Shares at the Purchase Price. The Underwriting Fee shall be allocated among the Underwriters in proportion to their respective underw

Section 4.6 — Syndicate Expenses (a) Allocation. All reasonable out-of-pocket expenses of the syndicate incurred in connection with the Offering (collectively, "Syndicate Expenses") shall be borne by the Underwriters in proportion to their respective underwriting commitments (as a percentage of the total Base Shares), unless otherwise agreed in writing by the Underwriters. Syndicate Expenses include, without limitati

ARTICLE V — OFFERING AND DISTRIBUTION

Section 5.1 — Offering Terms (a) The Shares shall be offered to the public at the Public Offering Price of $20.00 per share, as set forth on the cover page of the Prospectus. Each Underwriter agrees that it will offer the Shares only at the Public Offering Price, subject to the reallowance to selected dealers described in Section 4.4. (b) No Underwriter shall offer or sell Shares at a price below the Public Offering

Section 5.2 — Distribution and Sales (a) Each Underwriter shall use commercially reasonable efforts to sell its allocation of Shares in accordance with all applicable federal and state securities laws, rules and regulations of FINRA, and the terms and conditions of this AAU and the Underwriting Agreement. Each Underwriter shall conduct all sales activities in a manner designed to achieve an orderly distribution of th

Section 5.3 — Restrictions on Sales (a) When-Issued Trading. No Underwriter shall sell Shares on a "when-issued" basis prior to the effectiveness of the Registration Statement. Following the effectiveness of the Registration Statement, when-issued trading may be conducted in accordance with applicable New York Stock Exchange rules and SEC guidance. (b) Regulation M. No Underwriter shall engage in any activity that wo

Section 5.4 — Selected Dealer Agreements (a) The Representative is authorized, on behalf of the syndicate, to enter into selected dealer agreements with broker-dealers who are not parties to this AAU (each, a "Selected Dealer") for the sale of Shares to such Selected Dealers' customers. The form of Selected Dealer Agreement to be used in connection with the Offering is attached hereto as Annex A and incorporated here

Section 5.5 — Confirmation and Prospectus Delivery (a) Each Underwriter shall deliver a copy of the Prospectus (or make the Prospectus available electronically in accordance with SEC guidance and Rule 172 under the Securities Act) to each purchaser of Shares as required by the Securities Act and applicable SEC rules and regulations. Each Underwriter acknowledges its obligations under Section 5(b)(2) of the Securities

ARTICLE VI — OVERALLOTMENT OPTION AND SHORT POSITION

Section 6.1 — Exercise of Overallotment Option (a) Pursuant to Section 2(b) of the Underwriting Agreement, the Company has granted to the Representative, on behalf of the several Underwriters, an option to purchase up to 3,000,000 additional shares of Common Stock (the Option Shares), representing 15% of the Base Shares, at the Purchase Price of $18.80 per share (the "Overallotment Option"). The Overallotment Option

Section 6.2 — Overallotment (Short) Position (a) The Representative is authorized, on behalf of the syndicate, to overallot shares of Common Stock in excess of the Base Shares (i.e., to create a syndicate short position) in connection with the Offering, up to a maximum number of shares equal to the number of Option Shares (3,000,000 shares). The syndicate short position facilitates the stabilization process and provi

Section 6.3 — Naked Short Position Prohibition No Underwriter shall, directly or indirectly, engage in "naked short" selling of the Common Stock in connection with the Offering. For purposes of this Section 6.3, "naked short" selling means short sales of Common Stock in excess of the number of shares that may be covered by the exercise of the Overallotment Option (i.e., in excess of the 3,000,000 Option Shares). Any

ARTICLE VII — STABILIZATION ACTIVITIES

Section 7.1 — Appointment of Stabilizing Manager Whitfield Barrow & Co., LLC is hereby appointed as the Stabilizing Manager for the Offering. In its capacity as Stabilizing Manager, Whitfield Barrow & Co., LLC is authorized, but not obligated, to conduct stabilizing transactions, syndicate covering transactions, and penalty bid arrangements in connection with the Offering, in each case in accordance with Regulation M

Section 7.2 — Stabilizing Transactions (a) The Stabilizing Manager may bid for or purchase shares of Common Stock in the open market for the purpose of pegging, fixing, or stabilizing the price of the Common Stock, so long as such transactions are conducted in compliance with Rule 104 of Regulation M under the Exchange Act. Stabilizing transactions may be commenced, modified, or terminated at the sole discretion of t

Section 7.3 — Syndicate Covering Transactions (a) The Stabilizing Manager may purchase shares of Common Stock in the open market on behalf of the syndicate to cover the syndicate short position created through overallotments of the Shares in the Offering. Such purchases are referred to as "syndicate covering transactions." (b) The cost of syndicate covering transactions and any resulting gains or losses shall be for

Section 7.4 — Penalty Bids (a) The Representative may, in its discretion, impose penalty bids against any Underwriter (or Selected Dealer) whose customers sell shares of Common Stock purchased in the Offering during the stabilization period. A penalty bid is a mechanism by which the Selling Concession (or, in the case of a Selected Dealer, the reallowance) is recaptured from the Underwriter (or Selected Dealer) with

Section 7.5 — Regulation M Compliance (a) Each Underwriter agrees to comply with all applicable provisions of Regulation M under the Exchange Act in connection with the Offering, including, without limitation: (i) Rule 101 (Activities by Distribution Participants), which restricts bids for, purchases of, and attempts to induce others to purchase covered securities during the applicable restricted period; (ii) Rule 10

Section 7.6 — Passive Market Making Any Underwriter that is a market maker on the Nasdaq Stock Market (or any other national securities exchange or automated quotation system on which the Common Stock may be quoted or traded) and that is otherwise permitted to engage in passive market making under Rule 103 of Regulation M may do so in compliance with such rule, provided that such Underwriter notifies the Representati

ARTICLE VIII — SYNDICATE ACCOUNT AND SETTLEMENT

Section 8.1 — Establishment of Syndicate Account The Representative shall establish and maintain a Syndicate Account for the purpose of accounting for all syndicate-related transactions in connection with the Offering. The Syndicate Account shall reflect, among other things, all stabilization transactions, syndicate covering transactions, penalty bids, allocations of gains and losses, Syndicate Expenses, and the allo

Section 8.2 — Settlement of Base Offering (a) Settlement of the purchase and sale of the Base Shares shall occur on the Closing Date, February 13, 2024, which is the third business day following the pricing of the Offering on February 8, 2024 (T+3, in accordance with SEC Rule 15c6-1 under the Exchange Act, as modified for IPO settlement). (b) On the Closing Date, each Underwriter shall pay for its committed Base Shar

Section 8.3 — Settlement of Overallotment Shares (a) Settlement of the purchase and sale of the Option Shares shall occur on the Option Closing Date, March 1, 2024, being the date specified by the Representative in its notice of exercise of the Overallotment Option delivered to the Company on February 27, 2024. (b) The Purchase Price per Option Share payable by each Underwriter is $18.80, the same Purchase Price appl

Section 8.4 — Syndicate Account Settlement (a) The Representative shall render a final accounting of the Syndicate Account to each Underwriter within 90 days following the later of (i) the Closing Date (or, if applicable, the Option Closing Date) and (ii) the termination of all stabilizing activities conducted by the Stabilizing Manager. (b) The final accounting shall set forth in reasonable detail: (i) the Total Gro

Section 8.5 — Recordkeeping (a) The Representative shall maintain complete and accurate books and records of all syndicate transactions, including, without limitation, records of all purchases and sales of Shares, stabilization transactions, syndicate covering transactions, penalty bids, Syndicate Expenses, and the allocation of compensation and gains and losses among the Underwriters. (b) Each Underwriter shall have

ARTICLE IX — REPRESENTATIONS AND WARRANTIES OF EACH UNDERWRITER

Section 9.1 — Organization and Authority Each Underwriter represents and warrants that it is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, as follows: (a) Whitfield Barrow & Co., LLC is a limited liability company duly organized and validly existing under the laws of the State of Delaware. (b) Calloway Pierce Securities LLC is a limited liabi

Section 9.2 — Registration and Licensing Each Underwriter represents and warrants that it is (a) registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and (b) a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA"). Each Underwriter further represents and warrants that it is duly license

Section 9.3 — No Conflicts Each Underwriter represents and warrants that the execution and delivery of this AAU and the performance of its obligations hereunder do not and will not (a) violate any provision of its certificate of formation, limited liability company agreement, certificate of incorporation, bylaws, or other organizational documents, (b) violate any applicable law, statute, rule, regulation, order, judg

Section 9.4 — Compliance with Laws Each Underwriter covenants and agrees that it shall comply with all applicable federal and state securities laws, rules and regulations of the SEC, FINRA rules (including, without limitation, FINRA Rules 5110, 5121, 5130, and 5131), Regulation M under the Exchange Act, and all other applicable laws, rules, and regulations in connection with the Offering, the distribution of the Shar

Section 9.5 — No Directed Selling Efforts Each Underwriter represents and warrants that it has not engaged, and agrees that it will not engage, in any "directed selling efforts" (as defined in Regulation S under the Securities Act) with respect to the Shares in violation of Regulation S. To the extent that any component of the Offering involves sales to persons outside the United States, each Underwriter shall ensure

Section 9.6 — Anti-Money Laundering Each Underwriter represents and warrants that it has established and maintains an anti-money laundering compliance program in compliance with all applicable anti-money laundering laws and regulations, including, without limitation, the Bank Secrecy Act of 1970, as amended, the USA PATRIOT Act of 2001, and the regulations promulgated thereunder by the U.S. Department of the Treasury

ARTICLE X — LOCK-UP PROVISIONS

Section 10.1 — Lock-Up Agreements The Underwriters acknowledge and agree that, as a condition to the Offering, all directors and executive officers of the Company, and all holders of 1% or more of the Company's outstanding shares of Common Stock immediately prior to the Offering (approximately 45 signatories in total, collectively covering approximately 80,000,000 shares of pre-IPO Common Stock), have executed lock-u

Section 10.2 — Lock-Up Exceptions The Lock-Up Agreements contain customary exceptions permitting the following transactions during the lock-up period, subject to the conditions specified therein: (i) Transfers for estate planning purposes, including transfers to immediate family members, trusts for the benefit of the lock-up party or immediate family members, or to a partnership, limited liability company, or other e