STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of the [__] day of April, 2023, by and among [COMPANY], a Florida corporation (the “Company”), and each of the stockholders listed on Exhibit A (together with any subsequent transferees, each of which is referred to in this Agreement as an “Stockholder”), and those certain Stockholders of the Company listed on Exhibit B (the “Key Holders”).

RECITALS

WHEREAS, the Company is entering into that certain Preferred Stock Purchase Agreement of even date herewith with the purchasers listed on the signatures pages thereto (as the same may be amended and/or restated from time to time the “Purchase Agreement”); and

WHEREAS, the parties hereto desire to enter into this Agreement to provide for certain rights and restrictions with respect to their Shares (as defined below).

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable consideration, the parties hereto hereby agree as follows:

Definitions. For purposes of this Agreement:

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners (or member thereof) or managing members (or member thereof) of, or shares the same management company (or member thereof) with, such Person.

“Board” means the Company’s Board of Directors, as constituted from time to time.

“Cause” for removal of a director or officer of the Company shall be (i) such person’s willful and continued failure to substantially perform his or her duties as a director or officer of the Company, (ii) such person’s being convicted in a criminal proceeding (other than traffic violations and other minor offenses), or (iii) such person being unable, for legal or regulatory reasons, to be a director or officer of a company that is engaged in the Company’s business.

“Common Stock” means shares of the Company’s common stock, par value $0.01 per share.

“IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

“New Securities” means equity securities of the Company, whether or not currently authorized, including shares of Common Stock and Preferred Stock.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.