Extract to table

The Company may issue shares of Common Stock as full or partial consideration in connection with bona fide acquisitions or strategic transactions, subject to the following conditions: (a) The aggregate number of shares of Common Stock so issued during the Restricted Period shall not exceed five percent (5%) of the shares of Common Stock outstanding immediately following the closing of the Offering (the "5% Cap")

(c) The Company shall provide Hargrove Keating & Co

Under FINRA Rule 5131(d)(2), if the Representative agrees to release or waive any lock-up restriction applicable to a company's securities in connection with an IPO, the Representative must provide the issuer and affected parties with notice at least two (2) business days before the effective date of the release or waiver, and the issuer must announce the impending release or waiver through a major news service

5 above), the Company must provide at least five (5) business days' prior written notice

• Contextual Note on IPO Equity Grants: As reflected in the Executive Compensation — IPO Equity Grant Analysis Memorandum (Document 149), the Company's proposed IPO equity grant program includes the following awards to named executive officers, all of which are expected to be granted under the 2022 Omnibus Equity Incentive Plan and are therefore covered by this carve-out: • Garrett Calloway, Chief Executive Officer: 500,000 RSUs • Elaine Briggs, President: 400,000 RSUs • Marcus Yoon, Chief Financial Officer: 300,000 RSUs • Other Named Executive Officers: 150,000 to 200,000 RSUs each • All IPO grants are subject to four-year ratable vesting (25% per year) These grants will be made contemporaneously with or promptly following the closing of the Offering and must be covered by the carve-out

Recipients of shares issued pursuant to the acquisition carve-out must execute lock-up agreements substantially in the form of the Form of Lock-Up Agreement for the remainder of the Restricted Period