Contract analysis

Section 1. Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Closing Date" means October 17, 2023, being the date on which the closing of the Offering is expected to occur (the third business day following the date of pricing of the Offering, in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). "Company" means Pe

Section 2. Lock-Up Restrictions The undersigned hereby agrees that, during the Lock-Up Period, the undersigned will not, and will cause any entity or person controlled by the undersigned not to, without the prior written consent of the Representatives (which consent may be withheld in the Representatives' sole discretion), directly or indirectly, Transfer any Lock-Up Securities, and specifically will not engage in an

Section 3. Shares Subject to Lock-Up — Selling Stockholder Detail The following table sets forth, for each undersigned selling stockholder, the number of shares of Common Stock owned prior to the Offering, the number of base shares sold in the Offering, the number of shares subject to the Over-Allotment Option, and the number of shares retained (and therefore constituting Lock-Up Securities) after giving effect to th

Section 4. Permitted Exceptions Notwithstanding the restrictions set forth in Section 2 above, the undersigned may, without the prior written consent of the Representatives, effect the following transactions, subject in each case to the conditions specified below: (a) Bona Fide Gifts. The undersigned may Transfer Lock-Up Securities as bona fide gifts to any person or entity; provided that (i) the donee executes and d

Section 5. Consent of Representatives to Release The Representatives may, in their sole and absolute discretion, at any time and from time to time, with or without cause, release all or any portion of the Lock-Up Securities of the undersigned, or any other selling stockholder subject to a lock-up agreement in substantially the form hereof, from all or any of the restrictions set forth in this Agreement, upon such ter

Section 6. Representations and Warranties of the Undersigned The undersigned hereby represents and warrants to the Representatives and to each of the Underwriters as follows: (a) Power and Authority. The undersigned has full right, power, and authority to enter into this Agreement and to perform the undersigned's obligations hereunder. The execution and delivery of this Agreement by the undersigned and the performanc

Section 7. Stop Transfer Instructions The undersigned hereby agrees and consents that the Company and its transfer agent, Pinnacle Trust & Transfer Co., located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004 (the "Transfer Agent"), are hereby authorized and directed to take the following actions: (a) Decline to make any transfer of Lock-Up Securities on the books and records of the Company or the T

Section 8. No Effect on Existing Registration Rights Nothing in this Agreement shall be construed to limit, modify, or otherwise affect any registration rights held by the undersigned pursuant to any registration rights agreement, investor rights agreement, or similar agreement entered into by and between the undersigned (or any of the undersigned's affiliates) and the Company (collectively, the "Registration Rights

Section 9. Relationship to Underwriting Agreement This Agreement is entered into as a condition to, and is supplemental to, the Underwriting Agreement dated October 12, 2023, among the Company, the selling stockholders named therein, and the Underwriters. The undersigned acknowledges that the execution and delivery of this Agreement by the undersigned is a material condition to the willingness of the Underwriters to

Section 10. Term This Agreement shall become effective upon the Closing Date (October 17, 2023). Prior to the Closing Date, this Agreement shall not be effective and the undersigned shall have no obligations hereunder. This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of the following: (a) the expiration of the Lock-Up Period, which shall occur at the close o

Section 11. Amendments and Waivers This Agreement may not be amended, modified, or supplemented, nor may any provision hereof be waived, except by a written instrument duly executed by the undersigned and each of the Representatives. Any amendment, modification, supplement, or waiver effected in accordance with the foregoing sentence shall be binding upon the undersigned and the Representatives and their respective s

Section 12. Successors and Assigns This Agreement and the rights, obligations, and restrictions contained herein shall be binding upon and shall inure to the benefit of the undersigned and the Representatives and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns, whether by merger, consolidation, operation of law, or otherwise. The undersigned may not assig

Section 13. Governing Law and Jurisdiction This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The undersigned

Section 14. Entire Agreement This Agreement, together with the Underwriting Agreement and any other agreements expressly referenced herein, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, discussions, representations, warranties, commitments, and understandings (whether written or oral) relatin

Section 15. Severability If any term, provision, covenant, or restriction of this Agreement, or the application thereof to any person, entity, or circumstance, shall be held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable, or against its regulatory policy, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and eff

Section 16. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including by means of electronic signature platforms such a

Section 17. Notices All notices, requests, demands, consents, waivers, 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 (a) when delivered personally to the party to be notified, (b) when sent by confirmed facsimile or electronic mail transmission (with written confirmation of receipt), (c) one (1) business day after deposi