Nasdaq, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.
Lock-Up Agreements. Pursuant to certain
lock-up agreements, we and our executive officers, directors and certain of our other securityholders, have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge,
contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic consequence of ownership of, directly or
indirectly, or make any demand or request or exercise any right with respect to the registration of, or file with the SEC a registration statement under the Securities Act relating to, any common stock or securities convertible into or exchangeable
or exercisable for any common stock without the prior written consent of Cowen and Company, LLC, Evercore Group L.L.C. and Wells Fargo Securities, LLC for a period of 90 days after the date of the pricing of the offering.
This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable
for common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. The exceptions permit us, among other things
and subject to restrictions, to: (i) issue common stock or options pursuant to employee benefit plans, (ii) issue common stock upon exercise of outstanding options or warrants (iii) issue securities in connection with acquisitions or
similar transactions, (iv) file registration statements on Form S-8 or (v) issue common stock pursuant to the sales agreement between us and Cowen and Company, LLC, as sales agent, dated November 8,
2022, and entered into in connection with our existing at the market offering program, provided that we do not issue any shares of common stock, or any securities convertible into or exercisable or exchangeable for shares of common
stock, during the period commencing on and including the date hereof and ending on and including the 30th day after the date of the pricing of this offering. The exceptions permit parties to the
lock-up agreements, among other things and subject to restrictions, to: (a) make certain gifts, (b) if the party is a corporation, partnership, limited liability company or other business
entity, make transfers to any stockholders, partners, members of, or owners of similar equity interests in, the party, or to an affiliate of the party, if such transfer is not for value, (c) if the party is a corporation, partnership, limited
liability company or other business entity, make transfers in connection with the sale or transfer of all of the partys capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or
substantially all of the partys assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by the lock-up agreement, (d) enter into transactions
relating to shares of our common stock acquired in open market transactions after completion of the offering, provided that no public announcement or filing is required to be made regarding such transaction during the
90-day lock-up period, (e) enter into a 10b5-1 trading plan, provided that such plan does not permit the sale of any common
stock during the 90-day lock-up period and no public announcement or filing is made regarding such plan during the 90-day lock-up period, (f) make transfers to us to satisfy tax withholding obligations pursuant to our equity incentive plans disclosed in this prospectus supplement, (g) make transfers pursuant to court or
regulatory agency order, a qualified domestic order or in connection with a divorce settlement, (h) make transfers pursuant to agreements that provide for the repurchase by us or the forfeiture of securities, (i) transfers pursuant to
third-party tender offer, merger, consolidation or other similar transaction, and (j) with respect to certain signatories, sales pursuant to a 10b5-1(c) trading plan, provided the plan is established
prior to the date hereof. In addition, the lock-up provision will not restrict broker-dealers from engaging in market making and similar activities conducted in the ordinary course of their business.
Cowen and Company, LLC, Evercore Group L.L.C. and Wells Fargo Securities, LLC in their sole discretion, may release our common stock and other
securities subject to the lock-up agreements described above in whole or in part at any time. When determining whether or not to release our
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