Extract to table

A Lock-Up Party may transfer Lock-Up Shares for bona fide estate planning purposes, including transfers to a trust for the direct or indirect benefit of the Lock-Up Party or the immediate family of the Lock-Up Party, or to a charitable organization qualifying under Section 501(c)(3) of the Internal Revenue Code; provided, however, that as a condition to any such transfer, the transferee or donee shall execute and deliver a Lock-Up Agreement in substantially the same form as the Lock-Up Agreement of the transferor, binding the transferee for the remainder of the Lock-Up Period, and provided further that no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer during the Lock-Up Period (other than a filing on Form 5 made after the expiration of the Lock-Up Period)

A Lock-Up Party may sell Lock-Up Shares pursuant to a pre-existing trading plan established in accordance with Rule 10b5-1 under the Exchange Act, provided that (a) such trading plan was established prior to January 1, 2024, (b) such trading plan was disclosed in the Registration Statement, and (c) no public announcement or filing under the Exchange Act with respect to such sale shall indicate that such sale was made during the Lock-Up Period other than as required by law

subject to the Lock-Up Agreements (the Lock-Up Shares) are not required to be registered under Section 5 of the Securities Act of 1933, as amended, in connection with the lock-up arrangement described herein, and no registration statement is required to be filed with the Securities and Exchange Commission with respect to the lock-up arrangement as such