shares of Common Stock upon the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs
(including net settlement), in each case outstanding as of the date of this prospectus supplement, (c) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock of the
Company or securities convertible into or exercisable or exchangeable for shares of Common Stock of the Company pursuant to the terms of an equity compensation plan in effect as of the date of this prospectus supplement, (d) any filing by the
Company of a Registration Statement on Form S-8 relating to the offering of securities pursuant to the terms of such stock option or similar plans, or (e) the issuance of up to 10.0% of the outstanding
shares of Common Stock, or securities convertible into or exercisable for, Common Stock, in connection with mergers, acquisitions or commercial or other strategic transactions, provided that any recipient of shares of Common Stock pursuant to this
clause (e) shall have executed and delivered to the underwriter a lock-up agreement.
In
addition, the Companys directors and officers have agreed that, without the prior written consent of the underwriter, they will not, during the period ending on January 3, 2025: (1) offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act), by such person or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (the Restricted Securities for purposes of this paragraph and
the immediately following paragraph), (2) enter into any hedging, swap or other arrangement or transaction (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof,
forward, swap or any other derivative transaction or instrument, however described or defined) that transfers to another, in whole or in part, any of the economic consequences of ownership of any Restricted Securities, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Restricted Securities or such other securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any Restricted
Securities or (4) publicly announce any intention to engage in any of the transactions described in clauses (1), (2) or (3) above.
The restrictions contained in the preceding paragraph shall not apply to certain transactions, including (a) transfers or dispositions,
directly or indirectly, in whole or in part of Restricted Securities (i) as a bona fide gift or gifts, including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes,
(ii) by will, other testamentary document or intestacy, (iii) to any member of such persons immediate family or to any trust or other legal entity for the direct or indirect benefit of such person or the immediate family of such
person, or if the holding of the Restricted Securities is a trust, to a trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) to (1) a partnership, limited liability company or other entity of which such
person or the immediate family of such person are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (2) to a corporation, member, partner, partnership, limited liability company, trust or other
entity that is an affiliate (as defined in Rule 405 as promulgated by the SEC under the Securities Act) of such person or (3) to any investment fund or other entity controlling, controlled by, managing, or managed by or under common control or
common investment management with such person or affiliates of such person (including where such person is a partnership, to a successor partnership or fund, or any other funds managed by such partnership), (v) to a nominee or custodian of a person
or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if such person is a corporation, partnership, limited liability company, trust or other business entity, as part of a distribution
to members, beneficiaries, stockholders, partners or equityholders of such person or its affiliates (including a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by,
or under common control with such manager or managing member or general partner or management company as such person or who shares a common investment advisor with such person), (vii) by operation of law, pursuant to a qualified domestic order,
divorce settlement, divorce decree or separation agreement or pursuant to a final order of a court or regulatory agency, (viii) to the Company from an employee, independent contractor or service provider of the Company upon death, disability,
termination of employment or cessation of services, in each case, of such employee, independent contractor or service provider or to the Company pursuant to any contractual arrangement that provides the Company with a right to
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