Extract to table

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1: DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Block Trade Agreement

2 "Closing Date" means March 16, 2026, or such other date on which the closing of the Offering occurs under the Block Trade Agreement, which date shall in any event be no later than the second (2nd) business day following the date of pricing of the Offering (i

The restrictions set forth in this Section 2 are intended to be broadly construed and shall apply to the fullest extent permitted by applicable law

SECTION 3: PERMITTED TRANSFERS (EXCEPTIONS) Notwithstanding the restrictions set forth in Section 2, the following Transfers shall be permitted (each, a "Permitted Transfer"), subject to the conditions specified below: 3(a) Transfers to Affiliates

The Shareholder may pledge or hypothecate Lock-Up Shares as collateral under any bona fide credit facility, margin loan agreement, or similar financing arrangement in existence on the date hereof or entered into after the date hereof with a nationally recognized financial institution; provided, however, that: (i) no disposition or foreclosure with respect to any such pledged Lock-Up Shares shall occur during the Lock-Up Period, and the Shareholder shall use commercially reasonable efforts to cause any lender, pledgee, or secured party to agree in writing (in a form reasonably satisfactory to the Underwriter) that such lender, pledgee, or secured party shall not dispose of, sell, transfer, or otherwise realize upon any such Lock-Up Shares during the Lock-Up Period, except in connection with a bona fide foreclosure event (and in the event of any such foreclosure, the restrictions of this Agreement shall apply to the foreclosing party or any purchaser at a foreclosure sale as if such party were the original Shareholder hereunder, and such party shall be required to execute a lock-up agreement in substantially the form hereof for the remainder of the Lock-Up Period); and (ii) the Shareholder shall provide the Underwriter with prompt written notice (which notice shall be delivered in accordance with Section 9