Common use of Clear Market Clause in Contracts

Clear Market. (i) For a period of eighteen (18) months after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock Ordinary Shares immediately following the issuance and sale of the Closing Units Firm Shares pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen one-hundred-eighty (18180) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants to be issued by the CompanyCompany in connection with the Offering or Ordinary Shares issued pursuant to the exercise of such warrants, in each case, as described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any Ordinary Shares issued under Company Stock Plans or pursuant to the exercise or conversion of warrants or preferred shares issued by the Company, (D) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Prospectus or any subsequently adopted Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusPlan, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and or any subsequently adopted Company Stock Plan, (F) shares of Class A Common Stock Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock Ordinary Shares issued pursuant to clause (EF) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock Ordinary Shares immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C), (D) and (F) during the Lock-Up Period (as defined in the Lock-Up Agreement) shall enter into an agreement substantially in the form of Exhibit A hereto, (G) subject to the prior approval of the Company’s board of directors, the issuance of securities to employees, consultants, affiliates and subsidiaries of the Company, and (H) the issuance of securities in connection with asecurities offering led by a tier one investment bank. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen twelve (1812) months after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units Firm Shares pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen one hundred eighty (18180) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(j)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any warrants to be issued by the Company in connection with the Offering or shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Lock-Up Period, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; acquisition, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Lock-Up Period; (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C)) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver. (iv) From the date hereof until the one (1) year anniversary of the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering,” whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any Underwriter shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. (v) Notwithstanding the foregoing, this Section 4(j) shall not apply to any Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Clear Market. (i) For a period of eighteen (18) months 60 days after the date of the Final Prospectus hereof (the “Lock-Up Restricted Period”), the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or shares of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securitiessecurities convertible into or exercisable or exchangeable for Class A Common Stock, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: Representatives, other than (A) the Shares, Securities to be sold hereunder; (B) in connection with any hedging transaction entered into in connection with the Securities to be sold hereunder during the Restricted Period, including, without limitation, the issuance of any Warrant Securities to purchase Class A Common Stock in connection with such hedging transactions, or the issuance of the Warrant Shares issuable upon the exercise of such Warrant Securities; (C) any shares of Class A Common Stock or Class B Common Stock issued upon the exercise or vesting of any award granted under the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, Plans”); (D) the amendment shares of a Company stock or restricted stock (Class A Common Stock Plan as described in the Registration Statement, the Pricing Disclosure Package or Class B Common Stock) and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 options or a successor form thereto relating awards to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) purchase shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A B Common Stock issued pursuant under the Company Stock Plans or other stock purchase plans described in the Offering Memorandum, provided that, the party to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of whom any such shares of Class A Common Stock or other securities issued Class B Common Stock, restricted stock or granted pursuant to clauses (B), (C) and (F) options that vest during the LockRestricted Period are to be issued shall sign and deliver a “lock-Up Period shall enter into an up” agreement substantially in the form of Exhibit A hereto. (iii) If , provided that no “lock-up” or similar agreement will be required to be executed in connection with issuances of Class A Common Stock under the Underwriter, in its sole discretion, agrees Company’s director compensation plan to release or waive the restrictions set forth in any Lock-Up Agreement and provides former director of the Company in connection with notice such former director’s board service prior to the date hereof; (E) shares of Class A Common Stock issued or to be issued in connection with any business combination, acquisition, in-license or strategic investment, provided that either (y) shares of Class A Common Stock will not be issued in a transaction prior to the expiration of the impending release Restricted Period or waiver (z) each individual or entity to whom any such shares of Class A Common Stock are issued signs and delivers a “lock-up” agreement substantially in the form of Exhibit B hereto at least three business days before A hereto; (F) the effective date issuance by the Company of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date Underlying Securities upon conversion of the release Securities; (G) in connection with the issuance of the Warrant Securities; and (H) the registration under the Securities Act of securities referenced in clauses (C), (D), or waiver(E).

Clear Market. (i) For a period of eighteen twelve (1812) months after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants or convertible notes issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment issuance of shares of Common Stock by the Company (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors or consultants of the Company pursuant to a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and Prospectus, (F) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, and (G) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (EG) shall not exceed five percent (5%) result in the sale of the total number of outstanding shares of Class A Common Stock immediately following or other securities at a price less than the issuance and sale of the Closing Units pursuant hereto Public Offering Price and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C), (D) and (FG) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A heretohereto for a period of twelve (12) months after the date of the Final Prospectus. (iii) If the UnderwriterRepresentative, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B C hereto at least three business Business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C D hereto through a major news service at least two business Business days before the effective date of the release or waiver.

Clear Market. 5.10.1. From the period beginning on the date hereof and ending ninety (i90) For a period of eighteen (18) months days after the date of the Final Prospectus Stockholder Approval (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.10.2. The restrictions contained in Section 4.01(k)(i) 5.10.1 hereof shall not apply to: (A) the SharesClosing Units, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that no such shares of Common Stock or warrants are amended during the Standstill Period to reduce the exercise or conversion price or increase the number of shares issuable thereunder, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.10.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section 8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B 5.10.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 5.10.3.2 hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock Ordinary Shares immediately following the issuance and sale of the Closing Units Firm Shares pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement (as defined herein) and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) 5.10.1. For a period of eighteen ninety (1890) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.10.2. The restrictions contained in Section 4.01(k)(i) 5.10.1 hereof shall not apply to: (A) the SharesUnits, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.10.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section 8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B 5.10.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 5.10.3.2 hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any shares of Class A Common Stock warrants to be issued by the Company in connection with the Offering or Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entityacquisition; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C)) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver. (iv) Notwithstanding the foregoing, this Section 4(k) shall not apply to Exempt Issuance.

Clear Market. (i) For a period of eighteen one hundred eighty (18180) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants to be issued by the CompanyCompany in connection with the Offering or Warrant Shares issued pursuant to the exercise of such warrants, in each case, as described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any shares of Common Stock issued under Company Stock Plans or pursuant to the exercise or conversion of options, warrants, convertible notes or preferred shares issued by the Company prior to the Offering, (D) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Prospectus or any subsequently adopted Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusPlan, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or any subsequently adopted Company Stock Plan and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (EF) shall not exceed five ten percent (510%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) if the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C), (D) and (F) during the Lock-Up Period is or becomes a holder of ten percent (10%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto, then the Company shall use commercially reasonable efforts to cause such recipient to enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockShares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(j)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any shares of Class A warrants to be issued by the Company in connection with the Offering or Common Stock Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entityacquisition; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Shares or other securities issued or granted pursuant to clauses (B), (C)) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days Business Days before the effective date of the release or waiver.

Clear Market. (i) 5.10.1. For a period of eighteen ninety (1890) months days after the date of the Final Prospectus Release Date (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.10.2. The restrictions contained in Section 4.01(k)(i) 5.10.1 hereof shall not apply to: (A) the SharesUnits, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.10.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section 8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B 5.10.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 5.10.3.2 hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) 5.10.1. For a period of eighteen ninety (1890) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.10.2. The restrictions contained in Section 4.01(k)(i) ‎5.11.1 hereof shall not apply to: (A) the SharesUnits, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.10.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section ‎8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B ‎5.11.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver‎5.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any shares of Class A Common Stock warrants to be issued by the Company in connection with the Offering or Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Lock-Up Period (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; acquisition, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Lock-Up Period; (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C)) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver. (iv) From the date hereof until the one (1) year anniversary of the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any Underwriter shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. (v) Notwithstanding the foregoing, this Section 4(k) shall not apply to Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Clear Market. (i) 5.10.1. For a period of eighteen ninety (1890) months days after the date of the Final Prospectus Release Date (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.10.2. The restrictions contained in Section 4.01(k)(i) ‎5.10.1 hereof shall not apply to: (A) the SharesUnits, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.10.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section ‎8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B ‎5.10.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver‎5.

Clear Market. (i) For a period of eighteen (18) months after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units Securities pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 60 days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any shares of Class A Common Stock pre-funded warrants to be issued by the Company in connection with the Offering or Ordinary Shares issued under Company Stock Share Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusProspectus Supplement, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Lock-Up Period (C) any options and other awards granted under a Company Stock Share Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusProspectus Supplement, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Share Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement and (FE) shares of Class A Common Stock Ordinary Shares or other securities issued in connection with a strategic relationship or a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; acquisition, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Lock-Up Period; (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C)) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver. (iv) For a period of 90 days after the date of the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. The Underwriter shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

Clear Market. (i) For a period of eighteen (18) months 75 days after the date of the Final Prospectus (the “Lock-Up Period”)this Agreement, the Company will not (xi) 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, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, Stock or publicly disclose announce the intention to make do any offer, sale, pledge, disposition or filing, of the foregoing or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securitiesStock, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities LLC and Xxxxx Fargo Securities, LLC, other than the Underwriter. (iiv) The restrictions contained in Section 4.01(k)(iSecurities to be sold hereunder or the Underlying Securities; (w) hereof shall not apply to: shares of Common Stock issued pursuant to the Company’s Direct Stock Purchase and Dividend Reinvestment Plan; (Ax) shares of Common Stock, options to purchase shares of Common Stock or other equity-based awards granted under the SharesCompany’s existing equity incentive plans, including the Employee Stock Purchase Plan or any replacement plan under a new registration statement; (By) any shares of Class A Common Stock issued upon the exercise of options or other awards (including deferred stock units) granted under Company existing equity incentive plans, including the Employee Stock Plans or warrants issued by Purchase Plan; and (z) any shares of Common Stock (with a value not exceeding $6.75 million) as consideration in connection with the Company’s option to purchase the remainder of the 5 Arches, in each caseLLC platform, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 60 days after the date of the Final Prospectus (the “Lock-Up Period”)Prospectus, the Company will not (xi) offer, pledge, announce the intention to sell, 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, purchase or otherwise transfer or dispose of, directly or indirectly, or confidentially submit or publicly file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such swap, other agreement or other transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: Underwriters, other than (A) the SharesShares to be sold hereunder, the additional shares of Common Stock issuable pursuant to the Forward Sale Agreements or shares of Common Stock issuable pursuant to any existing forward sale agreements described in the Registration Statement, Pricing Disclosure Package and Prospectus, (B) any shares of Class A Common Stock of the Company issued under Company Stock Plans or warrants issued by upon the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any exercise of options and other awards granted under a the stock-based compensation plans of the Company Stock Plan as and its subsidiaries existing on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusProspectus (the “Company Stock Plans”), (DC) any shares of Common Stock issued in connection with the amendment Company’s dividend reinvestment plan existing on the date of a Company Stock Plan as this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, and (ED) the filing by any grant of equity awards under the Company Stock Plans to officers, directors or employees of the Company or any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition the vesting of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common awards granted under Company Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A heretoPlans. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen one hundred eighty (18180) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(j)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any warrants to be issued by the Company in connection with the Offering or shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a any analogous form for foreign private issuers for so long as the Company qualifies as such or any successor form forms thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entityacquisition; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C)) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver. (iv) Notwithstanding the foregoing, this Section 4(j) shall not apply to Exempt Issuance.

Clear Market. (i) 5.11.1. For a period of eighteen ninety (1890) months days after the date of the Final Prospectus Release Date (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.11.2. The restrictions contained in Section 4.01(k)(i) 5.11.1 hereof shall not apply to: (A) the SharesUnits, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.11.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section 8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B 5.11.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 5.11.3.2 hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen one hundred eighty (18180) months days after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity.); provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Lock Up Period. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 30 days after the date of the Final Prospectus (the “Lock-Up Period”)Prospectus, the Company will not not, directly or indirectly, (xi) offer, pledge, issue, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or file any other equity or equity-linked securities of, or any securities convertible into or exercisable or exchangeable for Common Stock or any other equity or equity-linked securities of, the Company (collectively, “Baxalta Subject Securities”), (ii) publicly disclose or engage in discussions concerning the intention to make any such offer, pledge, issuance, sale or disposition with the Commission a respect to, or filing of any registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common StockBaxalta Subject Securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yiii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Baxalta Subject Securities, or (iv) file with the Commission or cause to become effective any such other securitiesregistration statement under the Securities Act relating to any Baxalta Subject Securities, whether any such transaction described in clause clauses (xi), (ii), (iii) or (yiv) above is to be settled by delivery of Class A Common Stock or such other securitiesany Baxalta Subject Securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: X.X. Xxxxxx Securities LLC, other than (A) the Shares, Shares to be sold hereunder; (B) the filing of any shares of Class A Common Stock issued under Company Stock Plans or warrants issued registration statement contemplated by the Company, Letter Agreement in each case, described connection with a Retained Shares Transaction (as outstanding defined in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, Letter Agreement); (C) the issuance by the Company of any options and other awards granted Baxalta Subject Securities upon the exercise of any option outstanding on the date hereof under a Company Stock Plan as described in the Registration StatementCompany’s existing equity incentive plans, or the Pricing Disclosure Package and vesting of any previously issued restricted stock, restricted stock units or performance stock units, outstanding on the Final Prospectus, date hereof under the Company’s existing equity incentive plans; (D) the amendment grant of a Company Stock Plan as described stock options, stock, restricted stock units or performance stock units pursuant to the Company’s existing equity incentive plans in effect on the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, date hereof; or (E) the filing by of one or more registration statements with the Company of Commission with respect to any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities Baxalta Subject Securities issued or granted pursuant to clauses (B), (C) and (F) during issuable under the Lock-Up Period shall enter into an agreement substantially Company’s existing equity incentive plans in effect on the form of Exhibit A heretodate hereof. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 45 days after the date of the Final Prospectus Prospectus, neither Planet Fitness Party will (the “Lock-Up Period”), the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or Class A B Stock of the Company (together with the Stock, the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. Underwriter other than (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: (Aa) the Shares, Shares to be sold hereunder; (Bb) the issuance of Shares to be sold hereunder to the TSG Continuing LLC Owners; (c) any shares of Class A Common Stock of the Company issued upon the exercise, vesting or settlement of options, restricted stock units or other awards granted under Company Stock Plans or warrants issued covered by the Company, in each case, described as outstanding equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (Cd) any options and other the grant by the Company of awards granted under a Company Stock Plan as described equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (De) the amendment filing of a Company Stock Plan as described registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (Ef) the filing by the Company issuance of any registration statement on Form S-8 or Class A common stock upon exchange of limited liability company units of Pla-Fit Holdings (together with a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) corresponding number of shares of Class B Stock) to any holders of such units (i) that are not subject to a “lock-up” agreement with the Underwriter substantially in the form of Exhibit A Common hereto or (ii) to be transferred in compliance with the exception to the “lock-up” agreement with the Underwriter relating to trading plans pursuant to Rule 10b5-1; and (g) the issuance of shares of Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) the acquisition by the Company or any acquisition of assets or acquisition of not less than a majority or controlling portion its subsidiaries of the equity securities, businesses, properties or other assets of another entityperson or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided that in the case of clause (x) g), the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall in all such acquisitions and transactions does not exceed five percent (5%) % of the total number of issued and outstanding shares of Class A Common Stock immediately following the issuance and sale of the company on the Closing Units pursuant hereto Date and (y) the recipient any recipients of any such shares of Class A Common Stock or other securities issued or granted pursuant shall deliver a “lock-up” agreement to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement Underwriter substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen one-hundred-eighty (18180) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, for the Company’s own account or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants to be issued by the CompanyCompany in connection with the offering or Ordinary Shares issued pursuant to the exercise of such warrants, in each case, as described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any Ordinary Shares issued under Company Stock Plans or pursuant to the exercise or conversion of warrants or preferred shares issued by the Company, (D) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Prospectus or any subsequently adopted Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusPlan, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and or any subsequently adopted Company Stock Plan, (F) shares of Class A Common Stock Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock Ordinary Shares issued pursuant to clause (EF) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock Ordinary Shares immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C), (D) and (F) during the Lock-Up Period (as defined in the Lock-Up Agreement) shall enter into an agreement substantially in the form of Exhibit A hereto, (G) subject to the prior approval of the Company’s board of directors, the issuance of securities to employees, consultants, affiliates and subsidiaries of the Company, and (H) the issuance of securities in connection with securities offering led by a tier one investment bank. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen one hundred eighty (18180) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(j)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any warrants to be issued by the Company in connection with the Offering or shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a any analogous form for foreign private issuers for so long as the Company qualifies as such or any successor form forms thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entityacquisition; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C)) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A A-4 hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver. (iv) Notwithstanding the foregoing, this Section 4(j) shall not apply to Exempt Issuance.

Clear Market. (i) For a period of eighteen twelve (1812) months after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(j)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any warrants to be issued by the Company in connection with the Offering or shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange or conversion price of such securities or to extend the term of such securities (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form forms thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; acquisition, provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities are issued or granted pursuant to clauses as “restricted securities” (B), (Cas defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within twelve (F12) during months after the Lock-Up Period date of the Final Prospectus, and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit A heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B C hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C D hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver. (iv) Notwithstanding the foregoing, this Section 4(j) shall not apply to Exempt Issuance.

Clear Market. (i) For a period of eighteen (18) months 90 days after the date of the Final Prospectus (the “Lock-Up Period”)Prospectus, the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. , (iiiii) The restrictions contained in Section 4.01(k)(ieffect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding shares of Stock or (iv) hereof shall not apply to: publicly disclose the intention to do any of the foregoing other than (A) the SharesShares to be sold hereunder, (B) any shares of Class A Common Stock of the Company issued upon the exercise of options granted under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (DC) any shares of Stock issued upon the amendment exercise of a Company Stock Plan warrants outstanding on the date of this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license licensing agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; , provided that (x) the aggregate number of the shares of Class A Common Stock issued pursuant to clause (EF) shall not exceed more than five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units Securities pursuant hereto to this Agreement and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C), (D) and (F) during the Lock-Up Restricted Period shall enter into an agreement substantially in the form of Exhibit A B hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) 5.11.1. “For a period of eighteen ninety (1890) months days after the date of the Final Prospectus Release Date (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.11.2. “The restrictions contained in Section 4.01(k)(i) 5.11.1 hereof shall not apply to: (A) the SharesUnits, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusProspectus Supplement, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusProspectus Supplement, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusProspectus Supplement, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.11.3. “If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section 8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B 5.11.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 5.11.3.2 hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 45 days after the date of the Final Prospectus (the “Lock-Up Period”)Memorandum, the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any securities of the Company (or guaranteed by the Company) that are substantially similar to the Notes, any Notes or any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Notes or Common Stock, or publicly disclose the intention to make any offer, sale, sale pledge, disposition or filing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Notes or Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Notes, Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: Deutsche Bank Securities Inc., other than (A) the Notes to be sold hereunder or the issuance of the Conversion Shares, (B) any grants of stock options pursuant to Company Stock Plans and shares of Class A Common Stock issued upon the exercise of options granted under Company Stock Plans or warrants issued by Employee Stock Purchase Plans, (C) the Company, capped call transaction described under “Description of Capped Call Transaction” in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusMemorandum, (D) the amendment any shares of a Company Common Stock Plan as described in the Registration Statement, the Pricing Disclosure Package issued and the Final Prospectus, (E) the filing sold by the Company to a third party as part of any registration statement on Form S-8 or a successor form thereto research, development and/or commercialization collaboration between the Company and such third party relating to a Company Stock Plan described one or more of the Company’s product candidates, products or technologies; provided, that, in the Registration Statementcase of (D), (I) the Pricing Disclosure Package and the Final Prospectus and (F) amount of shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated received by such third party is less that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion 5% of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (yII) such third party agrees to be bound by the recipient terms of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B)a “lock-up” agreement, (C) and (F) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A Annex B hereto, with respect to such shares of Common Stock. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus (the “Lock-Up Period”)Prospectus, each of the Company and the LLC will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filingfiling (other than filings on Form S-8 relating to the Company Stock Plans), or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: X. X. Xxxxxx Securities LLC, other than (A) the SharesShares to be sold hereunder, (B) any shares of Class A Common Stock of the Company issued upon the conversion of convertible preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans or warrants issued by the Company, in each case, stock appreciation rights described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (CD) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; , provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to this clause (EF) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units Underwritten Shares pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) . If the UnderwriterX.X. Xxxxxx Securities LLC, in its sole discretion, agrees to release or waive the restrictions set forth in any Locka lock-Up Agreement up letter described in Section 6(l) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen ninety (1890) months days after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(j)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any warrants to be issued by the Company in connection with the Offering or shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form forms thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A heretoacquisition. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B C hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C D hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver. (iv) Notwithstanding the foregoing, this Section 4(j) shall not apply to Exempt Issuance.

Clear Market. (i) For a period of eighteen one hundred eighty (18180) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the Firm Shares or Option Shares, (B) any shares of Class A Common Stock issued under Company Stock Plans or pursuant to the exercise or conversion of warrants or preferred shares issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusProspectus or any subsequently adopted Company Stock Plan, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or any subsequently adopted Company Stock Plan and (FE) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses clauses, (B), (C) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto, if they are not already subject to such agreement. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock Ordinary Shares immediately following the issuance and sale of the Closing Units Firm Shares pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the UnderwriterRepresentative, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement (as defined below) and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) 5.10.1. For a period of eighteen from the date hereof to ninety (1890) months days after the date of the Final Prospectus Stockholder Approval (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.10.2. The restrictions contained in Section 4.01(k)(i) 5.10.1 hereof shall not apply to: (A) the SharesClosing Units, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.10.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section 8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B 5.10.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 5.10.3.2 hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 30 days after the date of the Final Prospectus Prospectus, neither Planet Fitness Party will (the “Lock-Up Period”), the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or Class A B Stock of the Company (together with the Stock, the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. Underwriter other than (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: (Aa) the Shares, Shares to be sold hereunder; (Bb) the issuance of Shares to be sold hereunder to the TSG Continuing LLC Owners; (c) any shares of Class A Common Stock of the Company issued upon the exercise, vesting or settlement of options, restricted stock units or other awards granted under Company Stock Plans or warrants issued covered by the Company, in each case, described as outstanding equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (Cd) any options and other the grant by the Company of awards granted under a Company Stock Plan as described equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (De) the amendment filing of a Company Stock Plan as described registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (Ef) the filing by the Company issuance of any registration statement on Form S-8 or Class A common stock upon exchange of limited liability company units of Pla-Fit Holdings (together with a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) corresponding number of shares of Class B Stock) to any holders of such units (i) that are not subject to a “lock-up” agreement with the Underwriter substantially in the form of Exhibit A Common hereto or (ii) to be transferred in compliance with the exception to the “lock-up” agreement with the Underwriter relating to trading plans pursuant to Rule 10b5-1; and (g) the issuance of shares of Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) the acquisition by the Company or any acquisition of assets or acquisition of not less than a majority or controlling portion its subsidiaries of the equity securities, businesses, properties or other assets of another entityperson or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided that in the case of clause (x) g), the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall in all such acquisitions and transactions does not exceed five percent (5%) % of the total number of issued and outstanding shares of Class A Common Stock immediately following the issuance and sale of the company on the Closing Units pursuant hereto Date and (y) the recipient any recipients of any such shares of Class A Common Stock or other securities issued or granted pursuant shall deliver a “lock-up” agreement to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement Underwriter substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen one hundred eighty (18180) months days after the date of the Final Prospectus (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock Ordinary Shares issued under Company Stock Share Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Share Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Share Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Share Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity.); provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Lock Up Period. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 90 days after the date of the Final Prospectus (the “Lock-Up Period”)Prospectus, the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filingfiling (other than filings on Form S-8 relating to the Company Stock Plans), or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: Representatives, other than (A) the SharesShares to be sold hereunder, (B) any shares of Class A Common Stock of the Company issued upon the conversion of convertible preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans or warrants issued by the Company, in each case, stock appreciation rights described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (CD) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; , provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to this clause (EF) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units Underwritten Shares pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 90 days after the date of the Final Prospectus (the “Lock-Up Period”)Prospectus, the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of Jefferies LLC, (iii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the Underwriter. outstanding shares of Stock or (iiiv) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: publicly disclose the intention to do any of the foregoing other than (A) the SharesShares to be sold hereunder, (B) any shares of Class A Common Stock of the Company issued upon the exercise of options granted under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (DC) any shares of Stock issued upon the amendment exercise of a Company Stock Plan warrants outstanding on the date of this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and Prospectus, (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license licensing agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; , provided that (x) the aggregate number of the shares of Class A Common Stock issued pursuant to clause (EF) shall not exceed five more than ten percent (510%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units Shares pursuant hereto to this Agreement and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C), (D) and (F) during the Lock-Up Restricted Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus (the “Lock-Up Period”)Prospectus, the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or, except in the case of a registration statement on Form S-8, submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Securities or any securities convertible into or exercisable or exchangeable for Class A Common StockSecurities, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Securities or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock Securities or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than (i) the Underwriter. Shares to be sold hereunder, (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock issued under pursuant to Company Stock Share Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (Diii) the amendment pursuant to currently outstanding options, warrants or rights issued under one of a Company Stock Plan as those plans or described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (Eiv) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating pursuant to a Company Stock Plan employee share purchase plans described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and Prospectus, (Fv) shares upon the conversion of Class A Common Stock outstanding preferred stock as set forth in the Pricing Disclosure Package, or other securities issued (vi) the issuance of Shares in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any the acquisition of assets or acquisition of not less than a majority or controlling portion by the Company of the equity securities, businesses, property or other assets of another entityperson or entity or in connection with strategic partnering transactions; provided that that, in the case of subclause (x) vi), the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall or issuable in all such acquisitions and transactions does not exceed five percent (5%) 10% of the total number of outstanding ordinary shares of Class A Common Stock the Company immediately following the issuance and sale offering of the Closing Units pursuant hereto Shares and (y) prior to any issuance the Company shall cause each recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) execute and (F) during deliver to the LockRepresentatives a lock-Up Period shall enter into an up agreement substantially in the form of agreement attached hereto as Exhibit A hereto. (iii) a “Lock-Up Agreement”). If the UnderwriterX.X. Xxxxxx Securities LLC, in its sole discretion, agrees to release or waive the restrictions set forth in any Locka lock-Up Agreement up letter described in Section 6(m) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) 5.10.1. For a period of eighteen ninety (1890) months days after the date of the Final Prospectus Stockholder Approval (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.10.2. The restrictions contained in Section 4.01(k)(i) 5.10.1 hereof shall not apply to: (A) the SharesUnits, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.10.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section 8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B 5.10.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 5.10.3.2 hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 30 days after the date of the Final Prospectus Prospectus, neither Planet Fitness Party will (the “Lock-Up Period”), the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or Class A B Stock of the Company (together with the Stock, the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. Underwriter other than (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: (Aa) the Shares, Shares to be sold hereunder; (Bb) the issuance of Shares to be sold hereunder to the TSG Continuing LLC Owners; (c) any shares of Class A Common Stock of the Company issued upon the exercise, vesting or settlement of options, restricted stock units or other awards granted under Company Stock Plans or warrants issued covered by the Company, in each case, described as outstanding equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (Cd) any options and other the grant by the Company of awards granted under a Company Stock Plan as described equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (De) the amendment filing of a Company Stock Plan as described registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (Ef) the filing by the Company of any a registration statement on Form S-8 or S-3 ASR with the Commission registering shares of Common Stock to be sold by stockholders of the Company, provided that (i) substantially concurrently with such filing, the Company files a successor form thereto relating post-effective amendment to a Company Stock Plan described in the Registration StatementStatement to remove from registration any shares of Stock remaining unsold thereunder, (ii) no sale of any shares of Common Stock or any securities convertible into or exchangeable for Common Stock shall be made under such registration statement on Form S-3 ASR during the Pricing Disclosure Package and the Final Prospectus 30-day restricted period, and (Fiii) no prospectus supplement to such registration statement on Form S-3 ASR shall be filed nor any other filing or public announcement of an intent to sell under such registration statement on Form S-3 ASR shall be made during the 30-day restricted period with respect to the offering or proposed offering of any shares of Common Stock or any securities convertible into or exchangeable for Common Stock, (g) the issuance of Class A common stock upon exchange of limited liability company units of Pla-Fit Holdings (together with a corresponding number of shares of Class B Stock) to any holders of such units (i) that are not subject to a “lock-up” agreement with the Underwriter substantially in the form of Exhibit A Common hereto or (ii) to be transferred in compliance with the exception to the “lock-up” agreement with the Underwriter relating to trading plans pursuant to Rule 10b5-1; and (h) the issuance of shares of Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) the acquisition by the Company or any acquisition of assets or acquisition of not less than a majority or controlling portion its subsidiaries of the equity securities, businesses, properties or other assets of another entityperson or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided that in the case of clause (x) h), the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall in all such acquisitions and transactions does not exceed five percent (5%) % of the total number of issued and outstanding shares of Class A Common Stock immediately following the issuance and sale of the company on the Closing Units pursuant hereto Date and (y) the recipient any recipients of any such shares of Class A Common Stock or other securities issued or granted pursuant shall deliver a “lock-up” agreement to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement Underwriter substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) 5.10.1. For a period of eighteen one hundred twenty (18120) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.10.2. The restrictions contained in Section 4.01(k)(i) 5.10.1 hereof shall not apply to: (A) the SharesUnits, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusProspectus Supplement, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusProspectus Supplement, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusProspectus Supplement, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.10.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section 8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B 5.10.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 5.10.3.2 hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus (the “Lock-Up Period”)Prospectus, the Company Partnership will not (xi) offer, pledge, announce the intention to sell, 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, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock common units or any securities convertible into or exercisable or exchangeable for Class A Common Stockcommon units, including but not limited to the Aveon Holdings Partnership Units, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock common units or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock common units or such other securities, in cash or otherwise, in each case without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the X.X. Xxxxxx Securities LLC and Xxxxxxxxx & Company, Inc., other than the Units to be sold hereunder or issued in each case, described connection with the Formation Transactions (as outstanding defined in the Registration Statement), the issuance by the Partnership of options to purchase Units and other equity incentive compensation, including restricted units or restricted common units, under incentive plans or similar plans approved by the board of directors of the General Partner and described in the Pricing Disclosure Package and the Final Prospectus, (C) Prospectus and any Units issued upon the exercise of options and other awards granted under a Company Stock Plan as such incentive or similar plans described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company Partnership of any registration statement on Form S-8 or a successor form thereto with the Commission relating to a Company Stock Plan described in the Registration Statement, offering of securities pursuant to the Pricing Disclosure Package terms of such incentive or similar plans and the Final Prospectus and (F) shares issuance by the Partnership of Class A Common Stock Units or other securities issued convertible into or exchangeable for Units in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship acquisition or business combination (including joint ventures, marketing the filing of a registration statement on Form S-4 or distribution arrangements, collaboration agreements or intellectual property license agreementsother appropriate form with respect thereto) or any acquisition provided that no more than an aggregate of assets or acquisition of not less than a majority or controlling portion 10% of the equity of another entity; provided that (x) the aggregate number of shares Units outstanding are issued as consideration in connection with all such acquisitions (inclusive of Class A Common Stock issued pursuant to clause securities convertible into or exchangeable for Units as consideration calculated on an as-converted basis). Notwithstanding the foregoing, if (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F1) during the Locklast 17 days of the 180-Up Period shall enter into day restricted period, the Partnership issues an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to earnings release or waive material news or a material event relating to the Partnership occurs; or (2) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions set forth in any Lock-Up imposed by this Agreement and provides shall continue to apply until the Company with notice expiration of the impending 18-day period beginning on the issuance of the earnings release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date occurrence of the release material news or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waivermaterial event.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus (Statutory Prospectus, without the “Lock-Up Period”)prior written consent of the Representatives, the Company will not (x1) offer, pledge, announce the intention to sell, issue, 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, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock American Depositary Shares or any securities convertible into or into, exercisable or exchangeable for Class A Common Stockor that represent the right to receive Ordinary Shares or American Depositary Shares (the “Lock-Up Securities”); (2) file, or publicly disclose announce the intention to make file, any offer, sale, pledge, disposition or filingregistration statement with respect to any Lock-Up Securities, or (y3) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securitiesLock-Up Securities, whether any such transaction described in clause (x1), (2) or (y3) above is to be settled by delivery of Class A Common Stock Ordinary Shares or American Depositary Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, without the prior written consent of the Underwriter. Company (and where relevant, its Affiliates) may (i) issue, sell and/or transfer Lock-Up Securities pursuant to this Agreement, (ii) The restrictions contained in Section 4.01(k)(i) issue Lock-Up Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof shall not apply to: (A) the Shares, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding and referred to in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the Final Belgian Listing Prospectus, (Ciii) issue and sell Lock-Up Securities pursuant to a registration statement on Form S-8 in respect of, any options employee and other awards granted under a director stock option plan, incentive plan, stock ownership plan or dividend reinvestment plan of the Company Stock Plan as existing on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus, the Prospectus and the Final Belgian Listing Prospectus, (Div) issue and sell Lock-Up Securities in respect of, any employee and director stock option plan, incentive plan, stock ownership plan or dividend reinvestment plan of the amendment Company adopted after the date of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusthis Agreement, (Ev) issue up to 10,000,000 Euros in Ordinary Shares to Takeda Pharmaceuticals International AG pursuant to the filing by terms of the Company’s licensing agreement with Takeda Pharmaceuticals International AG dated as of July 4, 2016, (vi) issue up to 15,000,000 Euros in Ordinary Shares to Genetrix S.L. pursuant to the terms of the Contribution Agreement between the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statementand Genetrix S.L. dated July 29, the Pricing Disclosure Package and the Final Prospectus 2015 and (Fvii) shares of Class A Common Stock or other securities issued issue Lock-Up Securities in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship acquisition or strategic investment (including any joint venturesventure, marketing strategic alliance or distribution arrangements, collaboration agreements or intellectual property license agreementspartnership) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that as long as (x) the aggregate number of shares of Class A Common Stock Lock-Up Securities issued pursuant to clause (E) shall or issuable does not exceed five percent (5%) % of the total number of Ordinary Shares outstanding shares of Class A Common Stock immediately following after the issuance and sale of the Closing Units pursuant hereto Lock-Up Securities, and (y) the each recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant agrees to clauses (B), (C) and (F) during restrictions on the resale of such securities that are consistent with the Lock-Up Period shall enter into an agreement substantially in Letters for the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice remainder of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver180-day restricted period.

Clear Market. (i) For a period of eighteen (18) months 30 days after the date of the Final Prospectus Prospectus, neither Planet Fitness Party will (the “Lock-Up Period”), the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or Class A B Stock of the Company (together with the Stock, the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. Underwriter other than (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: (Aa) the Shares, Shares to be sold hereunder; (Bb) the issuance of Shares to be sold hereunder to the TSG Continuing LLC Owners and the Specified Selling Stockholders; (c) any shares of Class A Common Stock of the Company issued upon the exercise, vesting or settlement of options, restricted stock units or other awards granted under Company Stock Plans or warrants issued covered by the Company, in each case, described as outstanding equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (Cd) any options and other the grant by the Company of awards granted under a Company Stock Plan as described equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (De) the amendment filing of a Company Stock Plan as described registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (Ef) the filing by the Company issuance of any registration statement on Form S-8 or Class A common stock upon exchange of limited liability company units of Pla-Fit Holdings (together with a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) corresponding number of shares of Class B Stock) to any holders of such units (i) that are not subject to a “lock-up” agreement with the Underwriter substantially in the form of Exhibit A Common hereto or (ii) to be transferred in compliance with the exception to the “lock-up” agreement with the Underwriter relating to trading plans pursuant to Rule 10b5-1; and (g) the issuance of shares of Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) the acquisition by the Company or any acquisition of assets or acquisition of not less than a majority or controlling portion its subsidiaries of the equity securities, businesses, properties or other assets of another entityperson or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided that in the case of clause (x) g), the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall in all such acquisitions and transactions does not exceed five percent (5%) % of the total number of issued and outstanding shares of Class A Common Stock immediately following the issuance and sale of the company on the Closing Units pursuant hereto Date and (y) the recipient any recipients of any such shares of Class A Common Stock or other securities issued or granted pursuant shall deliver a “lock-up” agreement to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement Underwriter substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 90 days after the date of the Final Prospectus Prospectus, neither Planet Fitness Party will (the “Lock-Up Period”), the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or Class A B Stock of the Company (together with the Stock, the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated other than (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: (Aa) the Shares, Shares to be sold hereunder; (Bb) the issuance of Shares to be sold hereunder to the TSG Continuing LLC Owners and the Specified Selling Stockholders; (c) any shares of Class A Common Stock of the Company issued upon the exercise, vesting or settlement of options, restricted stock units or other awards granted under Company Stock Plans or warrants issued covered by the Company, in each case, described as outstanding equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (Cd) any options and other the grant by the Company of awards granted under a Company Stock Plan as described equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (De) the amendment filing of a Company Stock Plan as described registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, ; (Ef) the filing by the Company issuance of any registration statement on Form S-8 or Class A common stock upon exchange of limited liability company units of Pla-Fit Holdings (together with a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) corresponding number of shares of Class B Stock) to any holders of such units that are not subject to a “lock-up” agreement with the Representatives substantially in the form of Exhibit A Common hereto; and (g) the issuance of shares of Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) the acquisition by the Company or any acquisition of assets or acquisition of not less than a majority or controlling portion its subsidiaries of the equity securities, businesses, properties or other assets of another entityperson or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided that in the case of clause (x) g), the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall in all such acquisitions and transactions does not exceed five percent (5%) % of the total number of issued and outstanding shares of Class A Common Stock immediately following the issuance and sale of the company on the Closing Units pursuant hereto Date and (y) the recipient any recipients of any such shares of Class A Common Stock or other securities issued or granted pursuant shall deliver a “lock-up” agreement to clauses (B), (C) and (F) during the Lock-Up Period shall enter into an agreement Representatives substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 120 days after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any shares of Class A Common Stock warrants to be issued by the Company in connection with the Offering or Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (FE) shares of Class A Common Stock Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entityacquisition; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C)) and (FE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days Business Days before the effective date of the release or waiver.

Clear Market. (i) 5.11.1. For a period of eighteen ninety (1890) months days after the date of the Final Prospectus Closing Date (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.11.2. The restrictions contained in Section 4.01(k)(i) 5.11.1 hereof shall not apply to: (A) the SharesUnits, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.11.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section 8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B 5.10.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 5.10.3.2 hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver. 5.11.4. For a period of ninety (90) days after the date of the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. The Underwriter shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

Clear Market. (i) 5.10.1. For a period of eighteen from the date hereof to ninety (1890) months days after the date of the Final Prospectus Stockholder Approval (the “Lock-Up Standstill Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) 5.10.2. The restrictions contained in Section 4.01(k)(i) 5.10.1 hereof shall not apply to: (A) the SharesClosing Units, (B) any shares of Class A Common Stock issued under Company Common Stock Incentive Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that no such shares of Common Stock or warrants are amended during the Standstill Period to reduce the exercise or conversion price or increase the number of shares issuable thereunder, (C) any options and other awards granted under a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit any registration statement in connection therewith to be filed publicly or declared effective during the Standstill Period (D) the amendment of a Company Common Stock Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Common Stock Incentive Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (F) shares of Class A Common Stock or other securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to an unaffiliated third party entity whose primary business is investing in securities; provided, however, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C) and (F) during the Lock-Up Standstill Period shall enter into an agreement substantially not be saleable in the form public market until the expiration of Exhibit A heretothe Standstill Period. (iii) 5.10.3. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement as described in Section 8.9 and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B 5.10.3.1 hereto at least three business days (3) Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 5.10.3.2 hereto through a major news service at least two business days (2) Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months after the date of the Final Prospectus Closing Date (the “Lock-Up Period”), the Company will not (x) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A shares of Common Stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i4(k)(i) hereof shall not apply to: (A) the SharesSecurities, (B) any shares of Class A Common Stock issued under Company Stock Plans or warrants to be issued by the CompanyCompany in connection with the Offering or Warrant Shares issued pursuant to the exercise of such warrants, in each case, as described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any shares of Common Stock issued under Company Stock Plans or pursuant to the exercise or conversion of options, warrants, convertible notes or preferred shares issued by the Company prior to the Offering, (D) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the amendment of a Prospectus or any subsequently adopted Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusPlan, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or any subsequently adopted Company Stock Plan and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to clause (EF) shall not exceed five ten percent (510%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto and (y) if the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (B), (C), (D) and (F) during the Lock-Up Period is or becomes a holder of ten percent (10%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Closing Units pursuant hereto, then the Company shall use commercially reasonable efforts to cause such recipient to enter into an agreement substantially in the form of Exhibit A hereto. (iii) If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days Business Days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days Business Days before the effective date of the release or waiver.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus (the “Lock-Up Period”)Prospectus, the Company will not (xi) 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Ordinary Shares or Class A Common Stock B Ordinary Shares (as defined below) or any securities convertible into or exercisable or exchangeable for Class A Common StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: J.X. Xxxxxx Securities LLC, other than (A) the SharesShares to be issued hereunder, (B) any shares Ordinary Shares of Class A Common Stock the Company issued under Company Stock Plans upon the exercise of options or warrants granted or sold under company stock plans or other equity incentive plans of the Company or its subsidiaries including, for the avoidance of doubt, Ordinary Shares or Class B Ordinary Shares of the Company issued by upon the Companyexercise of the outstanding warrants, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as case where such plans are described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (DC) any options or warrants granted or sold under equity incentive plans of the amendment of a Company Stock Plan as or its subsidiaries described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (ED) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a an equity incentive plan of the Company Stock Plan or its subsidiaries described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Prospectus, (E) up to an aggregate of [203,529]1 Ordinary Shares or Class B Ordinary Shares (or warrants to purchase such Ordinary Shares or Class B Ordinary Shares) issuable pursuant to agreements entered into by the Company in connection with the acquisition of assets or equity of another entity prior to the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) shares of Class A Common Stock Ordinary Shares or other securities of the Company issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; entity (whether by merger, consolidation, acquisition of equity interests or otherwise), provided that (x) the aggregate number of shares of Class A Common Stock issued pursuant to this clause (EF) shall not exceed five percent (5%) of the total number of outstanding shares of Ordinary Shares and Class A Common Stock B Ordinary Shares immediately following the issuance and sale of the Closing Units Underwritten Shares pursuant hereto and (y) the recipient of any such shares of Class A Common Stock Ordinary Shares or other securities issued or granted pursuant to this clause (F) shall be subject to a contractual agreement, substantially in the form of Exhibit E hereto, and provided further that in the case of clauses (B), (C), or (E) above, the Company hereby agrees not to amend, supplement or accelerate the vesting of any such outstanding warrants without the prior written consent of J.X. Xxxxxx Securities LLC for a period of 180 days after the date of the Prospectus. For the avoidance of doubt, the Company’s conversion in connection with this offering of each existing ordinary share of the Company with a par value of €0.125347364 per share into one Class B ordinary share with a par value of €0.01 per share (a “Class B Ordinary Share”) and (F) during the Lock-Up Period one deferred share with a par value of €0.115347364 per share and any share split undertaken in connection with this offering shall enter into an agreement substantially in the form not constitute a violation of Exhibit A hereto. (iii) this Section 4(h). If the UnderwriterJ.X. Xxxxxx Securities LLC, in its sole discretion, agrees to release or waive the restrictions set forth in any Locka lock-Up Agreement up letter described in Section 6(l) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver. 1 Number to be updated proportionately in the event of a share split undertaken in connection with this offering. The restrictions on sale, exchange or other transfer agreed to by the counterparties to the transactions described in clause (E) of this section in respect of Ordinary Shares or other securities of the Company received by them in connection with such transactions shall be in full force and effect on the Closing Date or the Additional Closing Date, as the case may be, and the Company hereby agrees not to amend, supplement or waive any such restrictions without the prior written consent of J.X. Xxxxxx Securities LLC.

Clear Market. (i) For a period of eighteen (18) months 180 days after the date of the Final Prospectus (the “Lock-Up Period”)Prospectus, the Company will not (xi) 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, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (yii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (xi) or (yii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. (ii) The restrictions contained in Section 4.01(k)(i) hereof shall not apply to: J.P. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, other than (A) the SharesShares to be sold hereunder, (B) any shares of Class A Common Stock issued under Company Stock Plans upon conversion of convertible preferred stock or warrants issued by in exchange for other securities outstanding on the Company, in each case, described as outstanding in the Registration Statement, the Pricing Disclosure Package date of this Agreement and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (DC) any options or other awards granted under the amendment of a Company Stock Plan Plans as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) any shares of Common Stock issued upon the exercise of options or with respect to any other awards granted under Company Stock Plans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a any successor form thereto relating to a any Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Prospectus, and (F) shares of Class A Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license licensing agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; , provided that (x) the aggregate number of the shares of Class A Common Stock issued pursuant to clause (EF) shall not exceed more than five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Closing Units Underwritten Shares pursuant hereto to this Agreement, or, if the Option Shares have been issued and sold pursuant to this Agreement, the Shares, and (y) the recipient of any such shares of Class A Common Stock or other securities issued or granted pursuant to clauses (BC), (CD) and (F) during the Lock-Up Restricted Period shall enter into an agreement substantially in the form of Exhibit A D hereto. (iii) . If the UnderwriterX.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, in its their sole discretion, agrees agree to release or waive the restrictions set forth in any Locka lock-Up Agreement up letter described in Section 6(l) hereof for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.