Contract analysis

Section 1. Definitions As used in this Lock-Up Agreement, the following terms shall have the meanings set forth below: "Change of Control" means (a) any merger, consolidation, or other business combination pursuant to which the stockholders of the Company immediately prior to such transaction own, directly or indirectly, less than 50% of the voting power of the surviving entity immediately following the consummation

Section 2. Lock-Up Restrictions 2.1 General Restriction. 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, Transfer any Lock-Up Securities. Without limiting the generality of the foregoing, the Undersigned agrees th

Section 3. Early Release 3.1 Release by Consent of the Representative. The Representative may, in its sole and absolute discretion, at any time and from time to time during the Lock-Up Period, release all or any portion of the Lock-Up Securities from the restrictions of this Lock-Up Agreement. Any such release shall be effective upon delivery of written notice from the Representative to the Company and the Undersigne

Section 4. Representations and Warranties of the Undersigned The Undersigned hereby represents and warrants to the Representative and each of the other Underwriters as follows: (a) The Undersigned has full right, power, and authority to enter into this Lock-Up Agreement. If the Undersigned is a corporation, partnership, limited liability company, trust, or other entity, the execution, delivery, and performance of thi

Section 5. Stop-Transfer Instructions The Undersigned agrees and consents to the entry of stop-transfer instructions with the Company's transfer agent, Continental Shareowner Services, Inc. (the "Transfer Agent"), and the placement of restrictive legends on the certificates (or book-entry notations, as applicable) representing the Lock-Up Securities, in each case to give effect to the restrictions set forth in this L

Section 6. No Obligation to Consummate the Offering The Undersigned acknowledges and agrees that the Company, the Selling Stockholder, and the Underwriters are under no obligation to file or amend the Registration Statement, to consummate the Offering, or to enter into the Underwriting Agreement. The Undersigned further acknowledges that the decision to proceed with the Offering, and the timing of such Offering, shal

Section 7. Binding Effect; Successors and Assigns This Lock-Up Agreement and all of the provisions hereof shall be binding upon the Undersigned and the Undersigned's heirs, executors, administrators, legal representatives, successors, and assigns. This Lock-Up Agreement shall inure to the benefit of the Representative, each of the other Underwriters, the Company, and their respective successors and assigns. Any trans

Section 8. Governing Law; Jurisdiction This Lock-Up Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (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. Each of the partie

Section 9. Waiver of Jury Trial EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, OR PROCEEDING (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LOCK-UP AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HE

Section 10. Entire Agreement; Amendments This Lock-Up Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, relating to such subject matter. This Lock-Up Agreement may not be amended, modified, supplemented, or other

Section 11. Severability If any provision of this Lock-Up Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Lock-Up Agreement, and the remaining provisions shall continue in full force and effect. In such eve

Section 12. Remedies The Undersigned acknowledges and agrees that the Representative and the Underwriters would be irreparably harmed by any violation or threatened violation of this Lock-Up Agreement and that money damages would not be a sufficient remedy for any such breach. Accordingly, in the event of any breach or threatened breach by the Undersigned of any provision of this Lock-Up Agreement, the Representative

Section 13. Counterparts; Electronic Signatures This Lock-Up Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Lock-Up Agreement by facsimile transmission or by electronic transmission (including by portable document format

Section 14. Notices All notices, requests, consents, demands, and other communications required or permitted to be given under this Lock-Up Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail (with written confirmation of receipt by the recipient, which may include an automatic read receipt), or (c) one (1) business day after being