Contract analysis

I. Introduction We write in response to Calderwood & Harkness LLP's comment letter dated April 22, 2022 (the "C&H Comment Letter"), which provided your issuer-side markup of, and commentary on, the initial draft Underwriting Agreement (the "UA" or the "Agreement") circulated by Prescott, Danforth & Yee LLP ("PD&Y") on April 11, 2022, on behalf of the underwriters. As you know, PD&Y represents Hargrove Keating & Co. (

II. Representations and Warranties of the Company A. Accuracy of Registration Statement (Section 1(a)) Calderwood & Harkness has requested that the Company's representation in Section 1(a) — that the registration statement on Form S-1 (File No. 333-264851), as of its effective date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or n

Section 1(c) of the Agreement contains the Company's representation regarding the absence of a "Material Adverse Effect" since the date of the most recent balance sheet included in the registration statement. This is, understandably, among the most heavily negotiated provisions of the Agreement, and the C&H Comment Letter includes extensive proposed modifications to the definition of "Material Adverse Effect" as well

I. Intellectual Property (Section 1(o)) Calderwood & Harkness has proposed that the intellectual-property representation in Section 1(o) be limited to intellectual property that is material to the business of the Company and its subsidiaries as currently conducted. The Underwriters accept this limitation, which is reasonable and consistent with comparable transactions. We have no further comments on this provision.

III. Representations and Warranties of the Selling Stockholder We note that the C&H Comment Letter was primarily directed at the representations and warranties of the Company, which is appropriate given Calderwood & Harkness's role as issuer's counsel. With respect to the representations and warranties of the Selling Stockholder (Section 1A of the Agreement), PD&Y has separately received a comment letter dated April

IV. Conditions to Closing A. Officer's Certificate (Section 6(a)) Calderwood & Harkness has proposed a form of officer's certificate to be executed by Garrett Calloway, Chief Executive Officer, and Marcus Yoon, Chief Financial Officer, of the Company, and delivered to the Representative at the closing of the Offering. The Underwriters accept C&H's proposed form, subject to the requirement that the certificate confirm

V. Covenants A. Issuer Lock-Up (Section 4(a)) The Company has agreed that it will not, without the prior written consent of the Representative, directly or indirectly issue, sell, offer to sell, grant any option or right to purchase, or otherwise dispose of, or file any registration statement under the Securities Act with respect to, any shares of Common Stock or any securities convertible into or exchangeable or exe

VI. Indemnification and Contribution (Section 7) A. Company Indemnification of the Underwriters (Section 7(a)) Calderwood & Harkness has proposed a cap on the Company's indemnification obligations to the Underwriters, equal to the aggregate net proceeds received by the Company from the Offering. The Underwriters respectfully decline this proposal. The Company's indemnification of the Underwriters is a core protection

VII. Termination Provisions (Section 8) A. Market-Out Clause (Section 8(a)) Calderwood & Harkness has requested that the market-out termination trigger in Section 8(a) be narrowed. The Underwriters respectfully decline to narrow this provision. The market-out clause is a core underwriter protection that is included in substantially all IPO underwriting agreements, and the Underwriters cannot agree to limitations on t

Section 8(c) provides that the Representative may terminate the Agreement if any condition to the Underwriters' obligations set forth in Section 6 of the Agreement has not been satisfied or waived on or before the closing date. This is a standard provision, and the Underwriters accept C&H's language as drafted. D. Effect of Termination (Section 8(d)) Calderwood & Harkness has proposed language regarding the effect of

VIII. Expenses (Section 5) Calderwood & Harkness has proposed an expense-allocation provision, which the Underwriters accept with the following understandings: General Allocation. The Company shall bear all expenses incurred in connection with the Offering, except for the legal fees and out-of-pocket expenses of counsel to the Underwriters (which shall be borne by the Underwriters). Company expenses include, without

IX. Overallotment Option (Section 2) Calderwood & Harkness has proposed language for the overallotment option (the "Greenshoe") in Section 2 of the Agreement. The Underwriters accept this language, and we summarize the key terms below for the avoidance of doubt: • Option size: Up to 3,559,091 additional shares of Common Stock (representing 15% of the base offering shares), to be offered at the public offering price o

X. FINRA Compliance Matters (Section 9) Calderwood & Harkness has proposed FINRA compliance representations, which the Underwriters accept. We confirm the following: The total underwriting compensation is consistent with the requirements of FINRA Rule 5110 and does not exceed the maximum permissible underwriting compensation thereunder. The total underwriting discount is 5.50% of the aggregate public offering price,

XI. Share Allocation and Syndicate Matters The Underwriters confirm the following share allocation for the base offering (excluding the overallotment option), which is subject to adjustment upon execution of the pricing agreement: The foregoing allocations reflect the syndicate economics as agreed during the organizational meeting on March 28, 2022. Final allocations will be confirmed in the Agreement Among Underwrit

XII. Miscellaneous and Governing Law Calderwood & Harkness has proposed various miscellaneous provisions for the Agreement, and we address each below. Governing Law. The Underwriters accept C&H's proposed governing-law provision, pursuant to which the Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require

XIII. Summary of Positions For ease of reference and to facilitate further discussion and the production of a revised draft, we set forth below a summary table recapping the Underwriters' position on each of the comments raised in the C&H Comment Letter: As the fore