Common use of Clear Market Clause in Contracts

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of Stock, or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 30 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s current or former employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 10% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; transaction;or (viv) facilitating the issuance establishment of shares a trading plan on behalf of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securitiesa shareholder, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m) hereof for an officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock, provided that (i) such plan does not provide for the transfer of Stock during the Restricted Period and provides (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company with notice regarding the establishment of such plan, such announcement or filing shall include a statement to the impending release or waiver substantially in effect that no transfer of Stock may be made under such plan during the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver 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 waiverRestricted Period.

Clear Market. For a period of 180 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 5.0% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(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, 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. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and BofA Securities, Inc., other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan or employee stock purchase plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, Underwriters; or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (viii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets BofA Securities, Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter agreement described in Section 8(m6(k) 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, the Company agrees to announce the impending release or waiver 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. For a period of 180 60 days after the date of the Prospectus, the Company will not not, without the prior written consent of the Representatives, (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Common Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities (including the Series A Preferred Stock) or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 5.0% of the outstanding shares of Stock Common Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Common Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not not, nor will it publicly disclose the intention to, (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net or cashless exercise) or the settlement of RSUs (including net or cashless settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance by the Company of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or into, exchangeable for or that represent the right to receive shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with (1) the acquisition by the Company or any of its subsidiaries of the securities, businessesbusiness, properties technology, property or other assets of another person or entity or pursuant to any an employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) , and the issuance of shares of Stock any such securities pursuant to any such agreement, or other securities (including securities convertible into shares of Stock2) in connection with the Company’s joint ventures, commercial relationships or and other strategic transactions, or (iv) the filing by the Company of any registration statements on Form S-8 or a successor form thereto relating to securities granted or to be granted pursuant to the Company Stock Plans or any assumed employee benefit contemplated by clause (iii); provided thatprovided, in the case of clauses (vi) and (vii), that the aggregate number of shares of Stock issued in all such acquisitions and transactions does that the Company may sell or issue or agree to sell or issue pursuant to clause (iii) shall not exceed 510% of the total number of shares of Stock outstanding Stock of the Company immediately following the offering of the Shares contemplated by this Agreement plus the shares reserved for issuance under the Company Stock Plans and any recipients provided, further, that in the case of clause (iii) each recipient of such Shares securities during the Restricted Period shall deliver enter into a “lock-up” up agreement substantially in with the form of Exhibit D heretoUnderwriters. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in this Section 8(m) hereof for an officer or director of the Company 4(h), X.X. Xxxxxx Securities LLC and provides Xxxxxx Xxxxxxx & Co. LLC shall 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, and 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. For a period of 180 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of Stock, or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to (i) the Shares to be sold hereunder; , (ii) Stock issued, transferred, redeemed or exchanged in connection with, or on substantially the same terms as, the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (ii) agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the Reorganization Transactions; expiration of the Restricted Period referred to above), (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D A hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in pursuant to the Reorganization TransactionsExchange Agreement) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of up to 35,955 shares of Class B Common Stock to holders of Class B-1 units of the LLC, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such issuance prior to the expiration of the Restricted Period referred to above; (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (viiviii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vivii) and (viiviii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D A hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) 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 Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of J.X. Xxxxxx Securities LLC, Cxxxx and Company, LLC and SVB Leerink LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to (A) the conversion or exchange of convertible or exchangeable securities or (B) the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), and, in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 10% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, collaborations, joint ventures or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-up; up agreement with the Underwriters;1 or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. J.X. Xxxxxx Securities LLC, Cxxxx and Company, LLC and Citigroup Global Markets Inc., SVB Leerink LLC in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 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 Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any hedging, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of J.X. Xxxxxx Securities LLC and Leerink Partners LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-upUnderwriters; (viii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (viiv) the issuance of shares of Stock or other securities (including securities convertible into shares of into, exercisable for, or which are otherwise exchangeable for, Stock) , issued in connection with the acquisition by the Company a transaction with an unaffiliated third party that includes a debt financing or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities a bona fide commercial relationship (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships marketing or other strategic transactions; 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, in the case of clauses that (vix) and (vii), the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company immediately following the offering issuance and sale of the Shares pursuant hereto and (y) the recipient of any recipients such shares of such Shares Stock and securities issued pursuant to this clause (iv) during the 180-day restricted period described above shall deliver enter into a “lock-up” up agreement substantially in with the form Underwriters for the remainder of Exhibit D heretothe Restricted Period. If X.X. J.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.Leerink Partners LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter agreement described in Section 8(m6(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of StockOrdinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible Ordinary Shares or exercisable or exchangeable for StockADSs, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock any Ordinary Shares, ADSs or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares, ADSs or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to (i) the Shares Offered Securities to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock Ordinary Shares, ADSs or securities convertible into or exercisable for shares of Stock Ordinary Shares or ADSs pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iviii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock Ordinary Shares, ADSs or securities convertible into or exercisable or exchangeable for shares of Stock Ordinary Shares or ADSs (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if no filing by such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D heretoemployees, such stock optionsofficers, stock awardsdirectors, restricted stock, RSUsadvisors, or consultants under the Exchange Act or other equity awards public announcement shall be required or such shares shall be made voluntarily in connection with any subsequent sale of Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to ADSs during the terms of such lock-upRestricted Period; (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (v) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares or ADSs, provided that (a) such plan does not provide for the transfer of Ordinary Shares or ADSs during the Restricted Period and (b) 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 Ordinary Shares or ADSs may be made under such plan during the Restricted Period, or (vi) deposit Ordinary Shares with the issuance of shares of Stock or other securities (including securities convertible Depositary for conversion into shares of Stock) American Depositary Shares in connection with the acquisition by the Company or any contemplated issuance of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to options under any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, equity incentive plan described in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D heretoRegistration Statement. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in or a lock-up letter described in Section 8(m8(o) 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, the Company agrees to announce the impending release or waiver 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. For a period of 180 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxx and Company, LLC, other than the RepresentativesSecurities to be sold hereunder and the delivery of Warrant Shares upon exercise of the Warrants. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 10% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) 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 Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of JPM and Citi, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options options, settlement of RSUs or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if each newly appointed director or executive officer that is a recipient of such recipient has previously delivered shares of Stock or securities during the Restricted Period shall enter into a “lock-up” up agreement with the Underwriters substantially in the form of Exhibit D A hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such ; (iii) the issuance of up to 5% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, licenses, collaborations or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters substantially in the form of Exhibit A hereto; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 ending on and including the 90 days after the date of the Prospectus, the Company will not, and will not permit any subsidiary of the Company to, (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Class A Common Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement arrangement 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 (i) or (ii) 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 Representatives, other than the Shares to be sold hereunder at or prior to the Closing Date as disclosed in the Prospectus. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Class A Common Stock or securities convertible into or exercisable for shares of Class A Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs stock units (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUsstock units, or other equity awards and the issuance of shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, advisors or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the issuance of up to 5% of the outstanding shares of Class A Common Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Class A Common Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions and the filing with or confidential submission to the Commission of a registration statement in connection therewith, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-upUnderwriters; (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (v) facilitating the establishment of trading plans pursuant to Rule 10b5-1 under the Exchange Act to the extent permitted by the lock-up letters described in Section 10(o) hereof; or (vi) the issuance filing with or confidential submission to the Commission of shares a registration statement relating to the subsequent distribution or dispositions described in the Prospectus, provided that no securities of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company may be sold or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or exchanged pursuant to any employee benefit plan assumed by such registration statement during the Company in connection with any such acquisition90-day restricted period; or (vii) the issuance of shares of Class A Common Stock issued pursuant to the terms of the Exchange Agreement or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, the LLC Agreement as described in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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 waiverProspectus.

Clear Market. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) 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 Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of JPM and BofA, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net or settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the establishment or amendment of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the sale of shares of Stock, provided that (1) such plan or amendment does not provide for the sale of Stock during the Restricted Period and (2) no public announcement or filing under the Exchange Act shall be required or voluntarily made by the Company regarding the establishment or amendment of such plan during the Restricted Period; (iv) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in connection with one or more acquisitions of a company or a business, assets or technology of another person or entity, joint ventures, commercial relationships or strategic alliances (including but not limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any equity incentive plan or employee stock purchase plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 60 days after the date of the Prospectus, the Company neither Transaction Party will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Common Stock or any securities convertible into or exercisable or exchangeable for Stock, Common Stock (including limited liability company interests in the LLC convertible or exercisable or exchangeable for StockOP Units), or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the sale of Shares pursuant to be sold hereunderthis Agreement; (ii) any issuance by the Transaction Parties of shares of Common Stock issued, transferred, redeemed or exchanged OP Units representing earnout consideration in connection with the Reorganization TransactionsInternalization; (iii) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, other than issuances of shares of Common Stock upon exchange of OP Units to any party in contravention of a lock up letter entered into pursuant to Section 6(m) hereof; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the ProspectusProspectus including, provided that if such recipient has previously delivered a “lock-up” agreement substantially in for the form avoidance of Exhibit D heretodoubt, such stock optionsthe Broadstone Net Lease, stock awards, restricted stock, RSUs, Inc. 2020 Omnibus Equity and Incentive Plan; or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; transaction or (vi) the issuance of shares of Common Stock or other securities OP Units in an amount equal to up to ten percent (10%) of the outstanding Common Stock (including the Class A Common Stock) on the Closing Date immediately after this offering, or securities convertible into shares or exercisable or exchangeable for such amount of Common Stock) , in connection with the acquisition by the Company mergers or any of its subsidiaries of the securitiesacquisitions, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses this clause (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients recipient of such Shares securities shall execute and deliver to the Representatives a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 5% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.Xxxxxxx Sachs & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 90 days after the date of the Prospectus, neither the Company nor Holding will not (i) 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 Stock, any limited liability company interests (the “LLC Interests”) in Holding or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the Stock or LLC convertible or exercisable or exchangeable for StockInterests, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Stock, LLC Interests or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Stock, LLC Interests or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than (A) the Representatives. The restrictions described above do not apply issuance of Stock pursuant to (i) the terms of the Exchange Agreement, including the issuance of the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock by Fifth Third Bank hereunder pursuant to the conversion or exchange Exchange, and the registration of convertible or exchangeable securities or the exercise offer and sale of warrants or options the Shares under the Securities Act pursuant hereto, (including net exerciseB) or the settlement of RSUs (including net settlement), in each case outstanding on grant by the date of this Agreement and described in the Prospectus; (iv) grants Company of stock options, stock awardsappreciation rights, restricted stock, RSUs, restricted stock units or other equity stock-based awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and incentive plans described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (vC) the filing of any registration statement on Form S-8 relating to S-8, (D) any securities of the Company or Holding issued upon the exercise of options granted or to be granted under stock-based compensation pursuant to any plan in effect on stock-based compensation plans of the date of this Agreement Company, Holding or their respective subsidiaries and (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (viE) the issuance of shares of Class A Common Stock or other securities (including any securities convertible into shares or exchangeable for Class A Common Stock in connection with the acquisition of Stock) the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactionsentity; provided that, in the case of clauses that (vix) and (vii), the aggregate number of shares of Class A Common Stock issued in all such acquisitions and transactions does or issuable upon exchange or conversion of any securities convertible into or exchangeable for Class A Common Stock under this clause (E) during the 90-day restricted period shall not exceed 55.0% of the total number of shares of Class A Common Stock issued and outstanding Stock as of the Company following the offering of the Shares and any recipients date of such Shares acquisition or joint venture agreement, as the case may be, and (y) any recipient of such Class A Common Stock or any or any securities convertible into or exchangeable for Class A Common Stock shall deliver have executed and delivered to the Representatives a “lock-up” agreement substantially up letter in the form of Exhibit D A-1 hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 45 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of Stock, or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to (i) the Shares to be sold hereunder; , (ii) Stock issued, transferred, redeemed or exchanged in connection with, or on substantially the same terms as, the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (ii) agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the Reorganization Transactions; expiration of the Restricted Period referred to above), (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D A hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in pursuant to the Reorganization TransactionsExchange Agreement) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of up to 35,955 shares of Class B Common Stock to holders of Class B-1 units of the LLC, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such issuance prior to the expiration of the Restricted Period referred to above; (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (viiviii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vivii) and (viiviii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D A hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 60 days after the date of the Prospectus, the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of J.X. Xxxxxx Securities LLC (“J.X. Xxxxxx”) and Jxxxxxxxx LLC (“Jefferies”), other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-upUnderwriters; (viii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (viiv) the filing of any registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock or other securities (including securities convertible into shares any class of Stock) in connection with the acquisition by common stock of the Company or any securities convertible into or exercisable or exchangeable for shares of its subsidiaries any class of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company Company’s common stock in connection with any such acquisition; future business combinations or acquisitions (vii) or the issuance entering into of shares of Stock an acquisition or other securities (including securities convertible into shares of Stock) in connection similar agreement with joint ventures, commercial relationships or other strategic transactionsrespect thereto); provided that, in the case of clauses clause (vi) and (viiiv), the aggregate number of shares of Stock common stock issued in connection with, all such business combinations or acquisitions and transactions does not exceed 5% of the aggregate number of shares of common stock outstanding Stock of the Company immediately following the offering of shares pursuant to this Agreement and the Shares and any recipients recipient of such Shares shall deliver a the shares of common stock agrees in writing to be bound by the same terms described in the “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(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, the Company agrees to announce the impending release or waiver 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 waiverhereof.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the offer, issuance, sale and disposition of the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock or RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iviii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, ; provided that if any such recipient has previously delivered that following the grant will own on a “lock-up” agreement substantially in fully diluted basis 1% or more of the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such outstanding shares of Stock or securities convertible of the Company enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (viv) the issuance by the Company of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties exercisable or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of exchangeable for shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the an aggregate number of shares of Stock issued in all such acquisitions and transactions does amount not to exceed 5% of the Company’s Stock outstanding Stock immediately following the issuance of the Company following Underwritten Shares to the offering Underwriters as contemplated by this Agreement in connection with mergers, acquisitions or strategic transactions with an unaffiliated third party (including, without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements and intellectual property license agreements), provided that recipient of shares issued under this clause (v) shall execute and deliver to the Shares and any recipients of such Shares shall deliver Representatives a “lock-up” agreement substantially up letter in the form of set forth in Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m8(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, 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. For a period of 180 60 days after the date of the Prospectus, the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) 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 Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if the Company shall cause each newly appointed director or executive officer that is a recipient of such recipient has previously delivered shares of Stock or other securities of the Company to enter into a “lock-up” up agreement with the Underwriters substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares A hereto for the remainder of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such 60 day lock-upup period; (viii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on as of the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (viiv) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) issued in connection with the acquisition by the Company a transaction with an unaffiliated third party that includes a debt financing or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities a bona fide commercial relationship (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships marketing or other strategic transactions; 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, in the case of clauses that (vix) and (vii), the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company immediately following the offering issuance and sale of the Shares pursuant hereto and (y) the recipient of any recipients such shares of such Shares Stock and securities issued pursuant to this clause (iv) during the 60-day restricted period described above shall deliver a “lock-up” enter into an agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive A hereto for the restrictions set forth in a remainder of the 60 day lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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 waiverperiod.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) 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 Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of (i) X.X. Xxxxxx Securities LLC and (ii) either of BofA Securities, Inc. or Xxxxxxx Sachs & Co. LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (viii) any filing by the filing Company of any registration statement a Registration Statement on Form S-8 relating to securities granted a share-based compensation plan of the Company and its subsidiaries, inducement award or to be granted pursuant to any employee share purchase plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities that is disclosed in the Reorganization Transactions) Registration Statement, the Pricing Disclosure Package and described in the Prospectus or any assumed employee benefit plan pursuant to an acquisition or similar strategic transactioncontemplated by clause (iv); (viiv) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant up to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 55.0% of the outstanding Stock shares of the Company Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the offering Closing Date, in connection with mergers, acquisitions or commercial or other strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of the Shares and any technology, assets or intellectual property licenses), provided that such recipients of such Shares shall deliver enter into a “lock-up” up agreement substantially in with the form Underwriters; or (v) confidential submission with the Commission or FINRA of Exhibit D heretoany registration statement under the Securities Act. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.either of BofA Securities, Inc. and Xxxxxxx Sachs & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(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, 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. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) 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 Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of JPM, MS and BofAS, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 5% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the Prospectus, the Company neither Transaction Party will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Common Stock or any securities convertible into or exercisable or exchangeable for Stock, Common Stock (including limited liability company interests in the LLC convertible or exercisable or exchangeable for StockOP Units), or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the sale of Shares pursuant to be sold hereunderthis Agreement; (ii) the public disclosure that the Company will issue shares of Common Stock issued, transferred, redeemed or exchanged in connection with upon the Reorganization Transactionsautomatic conversion of its Class A Common Stock on a one-for-one basis 180 days after the completion of the public offering of the Shares; (iii) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, other than issuances of shares of Common Stock upon exchange of OP Units to any party in contravention of a lock up letter entered into pursuant to Section 6(n) hereof; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the ProspectusProspectus including, provided that if such recipient has previously delivered a “lock-up” agreement substantially in for the form avoidance of Exhibit D heretodoubt, such stock optionsthe Broadstone Net Lease, stock awards, restricted stock, RSUs, Inc. 2020 Omnibus Equity and Incentive Plan; or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; transaction or (vi) the issuance of shares of Common Stock or other securities OP Units in an amount equal to up to ten percent (10%) of the outstanding Common Stock (including the Class A Common Stock) on the Closing Date immediately after this offering, or securities convertible into shares or exercisable or exchangeable for such amount of Common Stock) , in connection with the acquisition by the Company mergers or any of its subsidiaries of the securitiesacquisitions, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses this clause (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients recipient of such Shares securities shall execute and deliver to the Representatives a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(n) hereof for a stockholder, 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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) 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 Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of JPM, Jefferies and Xxxxx, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options options, settlement of RSUs or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 5% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 90 days after the date of the Prospectus, the Company Partnership will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement (other than any registration statement on Form S-8 to register Common Units issued or available for future grant under the Carlyle Group Equity Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Carlyle Group Equity Incentive Plan”)) under the Securities Act relating to, any shares of Stock, Common Units or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for StockCommon Units, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Units or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Units or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to , other than (i) the Shares Units to be sold hereunder; , (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock Common Units or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options an option or otherwise) to a warrant or the Company’s employees, officers, directors, advisors, or consultants pursuant to conversion of a security outstanding on the terms of an equity compensation plan in effect as date of the Closing Date and described Prospectus of which the Underwriters have been advised in writing, (iii) the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock Common Units or securities convertible into or exercisable or exchangeable for shares of Stock will be subject Common Units pursuant to the terms Carlyle Group Equity Incentive Plan, (iv) the sale of such lock-up; Common Units pursuant to the “cashless” exercise at expiration of options granted pursuant to the Carlyle Group Equity Incentive Plan (the term “cashless” exercise being intended to include the sale of a portion of the option Common Units or previously owned Common Units to the Partnership or in the open market to cover payment of the exercise price), (v) the filing sale of any registration statement on Form S-8 relating to securities granted Common Units in respect of tax withholding payments due upon the exercise of options or to be granted the vesting of restricted unit grants pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) Carlyle Group Equity Incentive Plan, and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares up to five percent of Stock the Common Units outstanding after this offering (assuming all Carlyle Holdings Partnership Units have been exchanged for Common Units), or other securities (including securities convertible into shares of Stock) or exercisable or exchangeable for Common Units in connection with the acquisition by the Company mergers or any of its subsidiaries of the securitiesacquisitions, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case acquiree of clauses any such Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to this clause (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” enters into an agreement substantially in the form of Exhibit D heretoA hereto with respect to such Common Units or securities convertible into or exercisable or exchangeable for Common Units. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.For a period of 90 days after the date of the Prospectus, in their sole discretionno Carlyle Entity will waive, agree to release modify or waive the amend any transfer restrictions set forth in a (including lock-up letter described provisions) relating to any Carlyle Holdings Partnership Units or Common Units contained in Section 8(m) hereof for an officer or director any agreements with holders thereof, without the written consent 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, the Company agrees to announce the impending release or waiver 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 waiverRepresentatives.

Clear Market. For a period of 180 45 days after the date of the Prospectus, neither the Company nor Holding will not (i) 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 Stock, any limited liability company interests (the “LLC Interests”) in Holding or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the Stock or LLC convertible or exercisable or exchangeable for StockInterests, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Stock, LLC Interests or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Stock, LLC Interests or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply Underwriter, other than (A) the issuance of Stock or Units pursuant to (i) the terms of the Exercise and the Exchange Agreement, including the issuance of the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with by the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock Selling Stockholder hereunder pursuant to the conversion or exchange Exchange, and the registration of convertible or exchangeable securities or the exercise offer and sale of warrants or options the Shares under the Securities Act pursuant hereto, (including net exerciseB) or the settlement of RSUs (including net settlement), in each case outstanding on grant by the date of this Agreement and described in the Prospectus; (iv) grants Company of stock options, stock awardsappreciation rights, restricted stock, RSUs, restricted stock units or other equity stock-based awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and incentive plans described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (vC) the filing of any registration statement on Form S-8 relating to S-8, (D) any securities of the Company or Holding issued upon the exercise of options granted or to be granted under stock-based compensation pursuant to any plan in effect on stock-based compensation plans of the date of this Agreement Company, Holding or their respective subsidiaries, and (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (viE) the issuance of shares of Class A Common Stock or other securities (including any securities convertible into shares or exchangeable for Class A Common Stock in connection with the acquisition of Stock) the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactionsentity; provided that, in the case of clauses that (vix) and (vii), the aggregate number of shares of Class A Common Stock issued in all such acquisitions and transactions does or issuable upon exchange or conversion of any securities convertible into or exchangeable for Class A Common Stock under this clause (E) during the 45-day restricted period shall not exceed 55.0% of the total number of shares of Class A Common Stock issued and outstanding Stock as of the Company following the offering of the Shares and any recipients date of such Shares acquisition or joint venture agreement, as the case may be, and (y) any recipient of such Class A Common Stock or any or any securities convertible into or exchangeable for Class A Common Stock shall deliver have executed and delivered to the Underwriter a “lock-up” agreement substantially up letter in the form of Exhibit D A hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 60 days after the date of the Prospectus, the Company neither Transaction Party will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Common Stock or any securities convertible into or exercisable or exchangeable for Stock, Common Stock (including limited liability company interests in the LLC convertible or exercisable or exchangeable for StockOP Units), or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentative, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares sale of Company Shares, if any, pursuant to be sold hereunderthis Agreement; (ii) Stock issued, transferred, redeemed any Forward Shares issued and delivered pursuant to any Forward Sale Agreement or exchanged in connection with the Reorganization Transactionsany Additional Forward Sale Agreement; (iii) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, other than issuances of shares of Common Stock upon exchange of OP Units to any party in contravention of a lock-up letter entered into pursuant to Section 6(m) hereof; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the ProspectusProspectus including, provided that if such recipient has previously delivered a “lock-up” agreement substantially in for the form avoidance of Exhibit D heretodoubt, such stock optionsthe Broadstone Net Lease, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-upInc. 2020 Omnibus Equity and Incentive Plan; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (vi) the issuance of shares of Common Stock or other securities OP Units in an amount equal to up to ten percent (10%) of the outstanding Common Stock (including the Class A Common Stock) on the Closing Date immediately after this offering, or securities convertible into shares or exercisable or exchangeable for such amount of Common Stock) , in connection with the acquisition by the Company mergers or any of its subsidiaries of the securitiesacquisitions, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses this clause (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients recipient of such Shares securities shall execute and deliver to the Representative a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree unless such recipient is otherwise restricted from selling during such period pursuant to release or waive the restrictions set forth in a lock-up letter described in Section 8(m) hereof for an officer or director terms 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, the Company agrees to announce the impending release or waiver 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 waiverOP Agreement.

Clear Market. For a period of 180 60 days after the date of the Prospectus, the Company Partnership will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement (other than any registration statement on Form S-8 to register Common Units issued or available for future grant under the Carlyle Group Equity Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Carlyle Group Equity Incentive Plan”)) under the Securities Act relating to, any shares of Stock, Common Units or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for StockCommon Units, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Units or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Units or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to Representative, other than (i) the Shares Units to be sold hereunder; , (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock Common Units or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options an option or otherwise) to a warrant or the Company’s employees, officers, directors, advisors, or consultants pursuant to conversion of a security outstanding on the terms of an equity compensation plan in effect as date of the Closing Date and described Prospectus of which the Underwriters have been advised in writing, (iii) the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock Common Units or securities convertible into or exercisable or exchangeable for shares of Stock will be subject Common Units pursuant to the terms Carlyle Group Equity Incentive Plan, (iv) the sale of such lock-up; Common Units pursuant to the “cashless” exercise at expiration of options granted pursuant to the Carlyle Group Equity Incentive Plan (the term “cashless” exercise being intended to include the sale of a portion of the option Common Units or previously owned Common Units to the Partnership or in the open market to cover payment of the exercise price), (v) the filing sale of any registration statement on Form S-8 relating to securities granted Common Units in respect of tax withholding payments due upon the exercise of options or to be granted the vesting of restricted unit grants pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) Carlyle Group Equity Incentive Plan, and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares up to five percent of Stock the Common Units outstanding after this offering (assuming all Carlyle Holdings Partnership Units have been exchanged for Common Units), or other securities (including securities convertible into shares of Stock) or exercisable or exchangeable for Common Units in connection with the acquisition by the Company mergers or any of its subsidiaries of the securitiesacquisitions, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case acquiree of clauses any such Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to this clause (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” enters into an agreement substantially in the form of Exhibit D heretoA hereto with respect to such Common Units or securities convertible into or exercisable or exchangeable for Common Units. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.For a period of 60 days after the date of the Prospectus, in their sole discretionno Carlyle Entity will waive, agree to release modify or waive the amend any transfer restrictions set forth in a (including lock-up letter described provisions) relating to any Carlyle Holdings Partnership Units or Common Units contained in Section 8(m) hereof for an officer or director any agreements with holders thereof, without the written consent 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, the Company agrees to announce the impending release or waiver 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 waiverRepresentative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to undertake any of the actions described in clause (i) or (ii) above, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above also do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 5 % of the outstanding shares of Stock Stock, or securities convertible into into, exercisable for, or exercisable which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, joint ventures or exchangeable for shares other similar strategic transactions; (iv) the issuance of Stock will be subject to warrants in accordance with the terms of such lock-upCompany’s loan and security agreement with Xxxxxxx Xxxxx Management LP; (v) the issuance of shares of Class B common stock, par value 0.01 per share, of the Company and the conversion of those shares into Class A Common Stock; or (vi) the filing of any registration statement on Form S-8 or a successor form thereto relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(k) 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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the Prospectus, the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder, the Conversion Securities, any Common Stock issued as payment of a dividend on the Shares and the IPO Common Stock. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-upUnderwriters; (viii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (viiv) as a bona fide gift to a charitable organization provided that any such transfer shall not involve a disposition for value or (v) the issuance by the Company of shares of Stock or other securities (including securities convertible into into, exchangeable for or that request the right to receive shares of Stock) Stock in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, businessesbusiness, properties technology, property, personnel or other assets of another person or entity or pursuant to any an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any securities provided pursuant to any such acquisition; agreement, or (viiy) the issuance by the Company of shares of Stock or other securities (including securities convertible into into, exchangeable for or that represent the right to receive shares of Stock) Stock in connection with the Company’s joint ventures, commercial relationships or and other strategic transactions; provided thatrelationships, in the case of clauses (vi) and (vii)provided, that the aggregate number of shares of Stock issued in all such acquisitions and transactions does that the Company may sell or issue or agree to sell or issue pursuant to clause (v) shall not exceed 5% of the outstanding Stock total number of shares of common stock of the Company company outstanding immediately following the offering issuance of the Shares and any recipients shares of IPO Common Stock; provided that such Shares shall deliver a “transferee agrees to enter into lock-up” agreement up restrictions substantially similar in scope and duration as the form of Exhibit D heretolock-up letter described in Section 6(m) hereof. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) 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 Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 5% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter agreement described in Section 8(m6(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) 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 Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUsup to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other equity awards or similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; (iv) the issuance of shares of Stock to satisfy milestone or securities convertible into other contingent payment obligations under the Company’s existing collaboration, license, acquisition or exercisable similar agreements as described in the Prospectus; or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 90 days after the date of the Prospectus, neither the Company nor Holding will not (i) 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 Stock, any limited liability company interests (the “LLC Interests”) in Holding or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the Stock or LLC convertible or exercisable or exchangeable for StockInterests, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Stock, LLC Interests or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Stock, LLC Interests or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply Underwriters, other than (A) the issuance of Stock pursuant to (i) the terms of the Exchange Agreement, including the issuance of the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with by the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock Selling Stockholders hereunder pursuant to the conversion or exchange Exchange, and the registration of convertible or exchangeable securities or the exercise offer and sale of warrants or options the Shares under the Securities Act pursuant hereto, (including net exerciseB) or the settlement of RSUs (including net settlement), in each case outstanding on grant by the date of this Agreement and described in the Prospectus; (iv) grants Company of stock options, stock awardsappreciation rights, restricted stock, RSUs, restricted stock units or other equity stock-based awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and incentive plans described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (vC) the filing of any registration statement on Form S-8 relating to S-8, (D) any securities of the Company or Holding issued upon the exercise of options granted or to be granted under stock-based compensation pursuant to any plan in effect on stock-based compensation plans of the date of this Agreement Company, Holding or their respective subsidiaries and (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (viE) the issuance of shares of Class A Common Stock or other securities (including any securities convertible into shares or exchangeable for Class A Common Stock in connection with the acquisition of Stock) the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactionsentity; provided that, in the case of clauses that (vix) and (vii), the aggregate number of shares of Class A Common Stock issued in all such acquisitions and transactions does or issuable upon exchange or conversion of any securities convertible into or exchangeable for Class A Common Stock under this clause (E) during the 90-day restricted period shall not exceed 55.0% of the total number of shares of Class A Common Stock issued and outstanding Stock as of the Company following the offering of the Shares and any recipients date of such Shares acquisition or joint venture agreement, as the case may be, and (y) any recipient of such Class A Common Stock or any or any securities convertible into or exchangeable for Class A Common Stock shall deliver have executed and delivered to the Underwriters a “lock-up” agreement substantially up letter in the form of Exhibit D A-1 hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.Notwithstanding the foregoing, in their sole discretion, agree to release or waive if (1) during the restrictions set forth in a lock-up letter described in Section 8(m) hereof for an officer or director last 17 days 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 waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver substantially in material news or a material event relating to the form of Exhibit C hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiverthe occurrence of the material news or material event.

Clear Market. For a period of 180 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) issue, 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 lend, grant instruction rights (Weisungsrechte) pursuant to article 25 of the Swiss Federal Intermediated Securities Act or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares or ADSs, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap swap, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or ADSs or any such other securities, or (iii) announce its intention to do any of the foregoing (including by proposing a capital increase to its shareholders) whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares, ADSs or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than any Ordinary Shares to be issued and Offered ADSs to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock Ordinary Shares or securities convertible into or exercisable for shares of Stock Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of PSUs or RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, PSUs, RSUs, or other equity awards and the issuance of shares of Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Stock Ordinary Shares (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) 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 or disposition of Ordinary Shares or ADSs, provided that if (A) such recipient has previously delivered plan does not provide for the transfer or disposition of Ordinary Shares or ADSs during the Restricted Period and (B) no filing by any party under the Exchange Act (or equivalent thereof in non-U.S. jurisdictions), notification of a “lock-up” agreement substantially in management transaction pursuant to the form regulations of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, the SIX or other equity awards public announcement shall be required or made voluntarily in connection with such shares trading plan; (iv) the issuance and sale of Stock Ordinary Shares or ADSs pursuant to the Sales Agreement, dated July 1, 2022, by and between the Company and Leerink Partners LLC (formerly SVB Securities LLC), as sales agent; and (v) the sale or issuance of or entry into an agreement to sell or issue Ordinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted Ordinary Shares or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) ADSs in connection with the acquisition by the Company one or any more mergers; acquisitions of its subsidiaries of the securities, businesses, properties property or other assets of another person assets, products or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisitiontechnologies; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, ; commercial relationships or other strategic transactionscorporate transactions or alliances; provided that, in the case of clauses (vi) and (vii), that the aggregate number amounts of shares of Stock issued in all such acquisitions and transactions does Ordinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs (on an as-converted, as-exercised or as-exchanged basis) that the Company may sell or issue or agree to sell or issue pursuant to this paragraph shall not exceed 510% of the outstanding Stock total number of Ordinary Shares or ADSs of the Company issued and outstanding immediately following the offering completion of the transactions contemplated by this Agreement determined on a fully-diluted basis, and; provided further that each recipient of Ordinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for Ordinary Shares and any recipients of such Shares or ADSs pursuant to this clause (v) shall deliver execute a “lock-up” up agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree A hereto with respect to release or waive the restrictions set forth in a lock-up letter described in Section 8(m) hereof for an officer or director remaining portion 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, the Company agrees to announce the impending release or waiver 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 waiverRestricted Period.

Clear Market. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities (including the conversion or exchange of outstanding shares of preferred stock into Stock in connection with the offering and the issuance of Stock upon exercise of outstanding warrants) or the exercise of warrants or options (including net exercise) or the settlement of RSUs or other stock units (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients of any award that may vest prior to the end of the lock up Restricted Period (as defined in the a “lock-up” up agreement substantially in the form of Exhibit D C hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible ) enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (viii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (viiv) the sale or issuance of or entry into an agreement to sell or issue any shares of Stock or other securities (including any securities convertible into shares of Stock) or exercisable or exchangeable for Stock in connection with the acquisition by the Company one or any more mergers, acquisitions of its subsidiaries of the securities, businesses, properties property or other assets of another person assets, products or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with technologies, joint ventures, commercial relationships or other strategic corporate transactions; provided thatthat the aggregate amounts of such securities (on an as converted, as exercised or as exchanged basis) that the Company may sell or issue or agree to sell or issue pursuant to this paragraph shall not exceed 10% of the total number of Shares of the Company issued and outstanding immediately following the completion of the transactions contemplated by this Agreement determined on a fully diluted basis; and provided further that in the case of clauses (vii), (ii) and (viiiv), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients shall cause each recipient of such Shares shall securities to execute and deliver to the Representatives, on or prior to the issuance of such securities, a “lock-up” up agreement substantially in the form of Exhibit D heretoC hereto with respect to the remaining portion of the Restricted Period. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(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 A hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C B hereto through a major news service or through other means permitted by FINRA at least two business days before the effective date of the release or waiver, if required by FINRA Rule 5131.

Clear Market. For a period of 180 30 days after the date of the Prospectus, the Company will not not, without the prior written consent of the Underwriter, (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Common Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities (including the Series A Preferred Stock) or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriter; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 5.0% of the outstanding shares of Stock Common Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Common Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriter; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs Restricted Stock Units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 10% of the outstanding shares of Stock common stock of the Company or securities convertible into into, exercisable for, or exercisable or which are otherwise exchangeable for shares of Stock will be subject to common stock of the terms of Company in acquisitions or other strategic transactions, provided that such recipients enter into a lock-upup agreement with the Underwriters; (iv) the facilitation of the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of common stock of the Company during the 180-day restricted period; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (vi) the issuance submission to the Commission of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with a draft registration statement under the acquisition by Securities Act on a confidential basis pursuant to the Company or any of its subsidiaries rules of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; Commission provided that, in the case of clauses with respect to this clause (vi) and (vii), (a) no public filing with the aggregate number of shares of Stock issued SEC or any other public announcement may be made during the Restricted Period in all relation to such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If registration, (b) X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.Xxxxxxxxx LLC must have received prior written notice from the Company of such submission with the Commission during the Restricted Period at least seven business days prior to such submission, and (iii) no securities of the Company may be sold, distributed or exchanged prior to the expiration of the Restricted Period. If each of X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the Prospectus, the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the vesting or settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-upUnderwriters; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (viiii) the issuance of shares of Stock or other securities (including securities convertible into outstanding shares of Stock) , or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock in connection with the an acquisition by the Company or any of its subsidiaries of the securities, businesses, properties property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (viiiv) the issuance of shares of Stock or other securities (including securities convertible into outstanding shares of Stock) , or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, in connection with joint ventures, commercial relationships or other similar strategic transactions; or (v) the filing of any registration statement on Form S-8 or a successor form relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; provided that, that in the case of clauses (viiii) and (viiiv), the aggregate number of shares of Stock issued in all such acquisitions that the Company may sell or issue or agree to sell or issue pursuant to clauses (iii) and transactions does (iv) shall not exceed 510% of the outstanding Stock total number of shares of the Company Stock issued and outstanding immediately following the offering completion of the Shares transactions contemplated by this Agreement and any that such recipients of such Shares shall deliver enter into a “lock-up” up agreement substantially in with the form of Exhibit D heretoUnderwriters. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.LLC, in their its sole discretion, agree agrees to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(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 [B] hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C [C] hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) 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 Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in connection with any bona fide licensing, commercialization, joint venture, technology transfer, acquisition, development collaboration or other strategic transaction, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, Underwriters; or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter agreement described in Section 8(m6(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, the Company agrees to announce the impending release or waiver 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. For a During the period of 180 days after beginning from the date hereof and continuing to and including the 60th day following the date of the Prospectus, the Company Issuer will not not, without the prior written consent of the Representative, (i) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale 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 securities of Stockthe Issuer that are substantially similar to the Securities, including but not limited to any options or warrants to purchase Ordinary Shares or any securities that are convertible into or exercisable exchangeable for, or exchangeable for Stockthat represent the right to receive, including limited liability company interests in the LLC convertible Ordinary Shares or exercisable or exchangeable for Stockany such substantially similar securities, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to other than (iv) the Shares Securities to be sold hereunder; , (iiw) Stock issuedpursuant to the issuance of the Mandatory Convertible Preferred Shares in the Mandatory Convertible Preferred Shares Offering, transferredany Ordinary Shares issued upon conversion thereof or any Ordinary Shares issuable as dividends on the Mandatory Convertible Preferred Shares, redeemed or exchanged in connection with the Reorganization Transactions; (iiix) the issuance of shares up to 5% of Stock the outstanding Ordinary Shares, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Ordinary Shares, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable for shares of Stock a lock-up agreement with the Underwriters, (y) pursuant to employee compensation plans existing on, or upon the vesting, conversion or exchange of convertible or exchangeable securities securities, RSUs, options or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement)restricted stock outstanding as of, in each case outstanding on the date of this Agreement and described in the Prospectus; or (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (vz) the filing of any a registration statement on Form S-8 relating or other appropriate forms as required by the Securities Act, and any amendments to securities granted such forms, in respect of any Ordinary Shares or to be granted options issued pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (viiy), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 45 days after the date of the Prospectus, the Company neither Planet Fitness Party will not (i) 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 Stock or Class B Stock of the Company (together with the Stock, the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to Underwriter other than (ia) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iiib) the issuance of Shares to be sold hereunder to the TSG Continuing LLC Owners; (c) any shares of Stock of the Company issued upon the exercise, vesting or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement)options, restricted stock units or other awards granted under or covered by equity incentive plans disclosed in each case outstanding on the date of this Agreement Registration Statement, the Pricing Disclosure Package and described in the Prospectus; (ivd) grants the grant by the Company of awards under equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (e) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock optionscompensation plan or agreement of the Company, stock awardswhich plan or agreement is disclosed in the Registration Statement, restricted stock, RSUs, or other equity awards the Pricing Disclosure Package and the Prospectus; (f) 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 Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwiseClass B Stock) to the Company’s employees, officers, directors, advisors, or consultants pursuant any holders of such units (i) that are not subject to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement with the Underwriter substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, A hereto or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will (ii) to be subject transferred in compliance with the exception to the terms of such “lock-up; (v) ” agreement with the filing of any registration statement on Form S-8 Underwriter relating to securities granted or to be granted trading plans pursuant to any plan in effect on the date of this Agreement Rule 10b5-1; and (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vig) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, that in the case of clauses clause (vi) and (viig), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the issued and outstanding Stock of the Company following company on the offering of the Shares Closing Date and any recipients of such Shares shares of Stock shall deliver a “lock-up” agreement to the Underwriter substantially in the form of Exhibit D A hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 60 days after the date of the ProspectusProspectus (as may be extended as set forth below, the “Lock-Up Period”), the Company will not (i) 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 Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement ) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of the RepresentativesXxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC. The restrictions described above do contained in the preceding paragraph shall not apply to (ia) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iiib) the issuance by the Company of shares of Common Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants or options (including net exercise) an option or the settlement conversion of RSUs (including net settlement), in each case a security outstanding on the date of this Agreement and described in the Prospectushereof; (ivc) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance or distribution by the Company of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares in accordance with the terms of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employeesemployee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, officers, directors, advisors, restricted stock or consultants other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to the terms of an equity compensation plan Nasdaq Listing Rule 5635(c)(4)) or assumed in effect as of the Closing Date and described in the Prospectusconnection with a business combination, provided that if such recipient has previously delivered options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement agreement, substantially in the form of Exhibit D Annex C hereto; and (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, such stock optionspursuant to any strategic alliance, stock awardslicense, restricted stockcollaboration, RSUsacquisition or loan agreements entered into during the Lock-Up Period, or other equity awards or provided that such shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be are subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement agreement, substantially in the form of Exhibit D Annex C hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the Prospectus, the Company neither Transaction Party will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Common Stock or any securities convertible into or exercisable or exchangeable for Stock, Common Stock (including limited liability company interests in the LLC convertible or exercisable or exchangeable for StockOP Units), or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the sale of Shares pursuant to be sold hereunderthis Agreement; (ii) the public disclosure that the Company will issue shares of Common Stock issued, transferred, redeemed or exchanged in connection with upon the Reorganization Transactionsautomatic conversion of its Class A Common Stock on a one-for-one basis 180 days after the completion of the public offering of the Shares; (iii) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, other than issuances of shares of Common Stock upon exchange of OP Units to any party in contravention of a lock up letter entered into pursuant to Section 6(n) hereof; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the ProspectusProspectus including, provided that if such recipient has previously delivered a “lock-up” agreement substantially in for the form avoidance of Exhibit D heretodoubt, such stock optionsthe [Broadstone Net Lease, stock awards, restricted stock, RSUs, Inc. 2020 Equity Incentive Plan]; or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; transaction or (vi) the issuance of shares of Common Stock or other securities OP Units in an amount equal to up to ten percent (10%) of the outstanding Common Stock (including the Class A Common Stock) on the Closing Date immediately after this offering, or securities convertible into shares or exercisable or exchangeable for such amount of Common Stock) , in connection with the acquisition by the Company mergers or any of its subsidiaries of the securitiesacquisitions, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses this clause (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients recipient of such Shares securities shall execute and deliver to the Representatives a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(n) hereof for a stockholder, 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, the Company agrees to announce the impending release or waiver 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. For a period of 180 60 days after the date of the Prospectus, the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable into, redeemable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or securities, the exercise of warrants or options (including through net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including through net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity equity-based awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options options, settlement of RSUs or otherwise) to the Company’s employees, officers, directors, advisors, or consultants of the Company and its subsidiaries pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, Prospectus or other equity awards any assumed benefit plan pursuant to an acquisition or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-upsimilar strategic transaction; (viii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (viiv) the issuance of, or entry into an agreement to issue, up to 10% of the outstanding shares of Stock or other securities any Related Securities (including securities convertible into shares of Stockas defined below) in connection with the acquisition by the Company one or any more mergers, acquisitions of its subsidiaries of the securities, businesses, properties property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with products, joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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.strategic

Clear Market. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) 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 Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx Xxxxxxx & Co., other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 10% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.Xxxxx Xxxxxxx & Co., in their sole discretion, agree agrees to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) 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 Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxxx Xxxxx, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net or settlement), in each case outstanding on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or, in each case, any document incorporated by reference therein; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or, in each case, any document incorporated by reference therein, provided that if each newly appointed director or executive officer that is a recipient of any such recipient has previously delivered equity award shall enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the establishment or amendment of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the sale of shares of Stock, provided that (1) such plan or amendment does not provide for the sale of Stock during the Restricted Period and (2) no public announcement or filing under the Exchange Act shall be required or voluntarily made by the Company regarding the establishment or amendment of such plan during the Restricted Period; (iv) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in connection with one or more acquisitions of a company or a business, assets or technology of another person or entity, joint ventures, commercial relationships or strategic alliances (including but not limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), each newly appointed director or executive officer that is a recipient shall such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any equity incentive plan or employee stock purchase plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus Registration Statement, the Pricing Disclosure Package and the Prospectus, or, in each case, any document incorporated by reference therein, or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the Prospectus, the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Ordinary Shares or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stockshares, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock Ordinary Shares or securities convertible into or exercisable for shares Ordinary Shares pursuant to the conversion or exchange of Stock convertible or exchangeable securities, in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) the issuance of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iviii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Stock Ordinary Shares (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iv) the sale or issuance or entry into an agreement to sell or issue up to 10% of the fully diluted Ordinary Shares, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Ordinary Shares, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the Underwriters; (v) facilitating the establishment of a trading plan on behalf of a shareholder, employee, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares, provided that such plan does not provide for the transfer of Ordinary Shares during the 180 day period (except as otherwise permitted under the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms lock-up agreement) and no public disclosure of such lock-upplan shall be required or shall be made by any person during such period; or (vvi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m8(n) hereof for hereof, 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 A hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in each case, owned by the LLC convertible or exercisable or exchangeable for StockCompany, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (viii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (viiv) the entry into an agreement providing for the issuance by the Company of shares of Stock or other securities (including securities convertible into or exercisable for shares of Stock) Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, businessesbusiness, properties technology, property or other assets of another person or entity or pursuant to any an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such acquisitionsecurities pursuant to any such agreement; or (viiv) the entry into any agreement providing for the issuance of shares of Stock or other securities (including securities convertible into or exercisable for shares of Stock) Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that, in that the case issuance of any such securities pursuant to clauses (viiv) and (vii), v) shall not exceed 10% of the aggregate total fully-diluted number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% outstanding immediately following the completion of the outstanding Stock of the Company following the offering of the Shares transactions contemplated by this Agreement and any such recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in Stock enter into a lock-up letter described in Section 8(magreement with the Underwriters; or (vi) hereof for an officer facilitating the establishment of a trading plan on behalf of a shareholder, officer, employee or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock; provided that (x) such plan does not provide for the transfer of Stock during the Restricted Period and provides (y) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company with notice regarding the establishment of such plan, such announcement or filing shall include a statement to the impending release or waiver substantially in effect that no transfer of Stock may be made under such plan during the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver 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 waiverRestricted Period.

Clear Market. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of StockOrdinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible Ordinary Shares or exercisable or exchangeable for StockADSs, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock any Ordinary Shares, ADSs or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares, ADSs or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to (i) the Shares Offered Securities to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock Ordinary Shares, ADSs or securities convertible into or exercisable for shares of Stock Ordinary Shares or ADSs pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iviii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock Ordinary Shares, ADSs or securities convertible into or exercisable or exchangeable for shares of Stock Ordinary Shares or ADSs (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if no filing by such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D heretoemployees, such stock optionsofficers, stock awardsdirectors, restricted stock, RSUsadvisors, or consultants under the Exchange Act or other equity awards public announcement shall be required or such shares shall be made voluntarily in connection with any subsequent sale of Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to ADSs during the terms of such lock-upRestricted Period; (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (v) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares or ADSs, provided that (a) such plan does not provide for the transfer of Ordinary Shares or ADSs during the Restricted Period and (b) 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 Ordinary Shares or ADSs may be made under such plan during the Restricted Period, or (vi) deposit Ordinary Shares with the issuance of shares of Stock or other securities (including securities convertible Depositary for conversion into shares of Stock) American Depositary Shares in connection with the acquisition by the Company or any contemplated issuance of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to options under any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, equity incentive plan described in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D heretoRegistration Statement. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in or a lock-up letter described in Section 8(m6(n) hereof for an officer or director of the Company and provides [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, the Company agrees to announce the impending release or waiver 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. For a period of 180 90 days after the date of the Prospectus, the Company Partnership will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement (other than any registration statement on Form S-8 to register Common Units issued or available for future grant under the Carlyle Group Equity Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Carlyle Group Equity Incentive Plan”)) under the Securities Act relating to, any shares of Stock, Common Units or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for StockCommon Units, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Units or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Units or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to Underwriters, other than (i) the Shares Units to be sold hereunder; , (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock Common Units or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options an option or otherwise) to a warrant or the Company’s employees, officers, directors, advisors, or consultants pursuant to conversion of a security outstanding on the terms of an equity compensation plan in effect as date of the Closing Date and described Prospectus of which the Underwriters have been advised in writing, (iii) the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock Common Units or securities convertible into or exercisable or exchangeable for shares of Stock will be subject Common Units pursuant to the terms Carlyle Group Equity Incentive Plan, (iv) the sale of such lock-up; Common Units pursuant to the “cashless” exercise at expiration of options granted pursuant to the Carlyle Group Equity Incentive Plan (the term “cashless” exercise being intended to include the sale of a portion of the option Common Units or previously owned Common Units to the Partnership or in the open market to cover payment of the exercise price), (v) the filing sale of any registration statement on Form S-8 relating to securities granted Common Units in respect of tax withholding payments due upon the exercise of options or to be granted the vesting of restricted unit grants pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) Carlyle Group Equity Incentive Plan, and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares up to five percent of Stock the Common Units outstanding after this offering (assuming all Carlyle Holdings Partnership Units have been exchanged for Common Units), or other securities (including securities convertible into shares of Stock) or exercisable or exchangeable for Common Units in connection with the acquisition by the Company mergers or any of its subsidiaries of the securitiesacquisitions, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case acquiree of clauses any such Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to this clause (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” enters into an agreement substantially in the form of Exhibit D heretoA hereto with respect to such Common Units or securities convertible into or exercisable or exchangeable for Common Units. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.For a period of 90 days after the date of the Prospectus, in their sole discretionno Carlyle Entity will waive, agree to release modify or waive the amend any transfer restrictions set forth in a (including lock-up letter described provisions) relating to any Carlyle Holdings Partnership Units or Common Units contained in Section 8(m) hereof for an officer or director any agreements with holders thereof, without the written consent 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, the Company agrees to announce the impending release or waiver 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 waiverUnderwriters.

Clear Market. For a period of 180 60 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock, or any options, rights or warrants to purchase any shares of Common Stock or any securities convertible into or exercisable or exchangeable for for, or that represent the right to receive, Common Stock, including limited liability company interests in the New LLC convertible or exercisable or exchangeable for or that represent the right to receive Common Stock, or publicly disclose the intention to undertake any of the foregoingforegoing (other than filings on Form S-8 relating to the Company Stock Plans), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to Underwriter, other than (i) the Shares to be sold hereunder; , (ii) Stock issuedCommon Stock, transferredoptions, redeemed or exchanged in connection with the Reorganization Transactions; restricted stock units (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise“RSUs”) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and other awards described in the Prospectus; (iv) grants of stock optionsRegistration Statement, stock awards, restricted stock, RSUs, the Pricing Disclosure Package or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan as those plans are in effect on the date of this Agreement (or the Closing Date, as applicable, or the sale of shares of Class A common stock issued in exchange Common Stock for the purpose of satisfying any actual or estimated withholding taxes (including estimated taxes) as a result of such securities options or vesting of such RSUs or other equity awards under such equity incentive plans referenced in the Reorganization Transactions) and described in Registration Statement, the Prospectus Pricing Disclosure Package or any assumed benefit plan pursuant to an acquisition or similar strategic transactionthe Prospectus; (viiii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant up to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 510% of the shares of Common Stock issued and outstanding Stock of the Company immediately following the offering of the Shares and any Closing Date, in acquisitions or other similar strategic transactions, provided such recipients of such Shares shall deliver enter into a “lock-up” lockup agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC A hereto to the extent such recipients receive shares representing more than 1% of the outstanding Class A common stock and Citigroup Global Markets Inc., in their sole discretion, agree to release (iv) the issuance by the Company of shares of Common Stock upon the exercise of an option or waive warrant or the restrictions set forth in conversion of a lock-up letter security outstanding on the date hereof as described in Section 8(m) hereof for an officer the Registration Statement, Pricing Disclosure Package 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, the Company agrees to announce the impending release or waiver 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 waiverProspectus.

Clear Market. For a period of 180 30 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in each case, owned by the LLC convertible or exercisable or exchangeable for StockCompany, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (viii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (viiv) the entry into an agreement providing for the issuance by the Company of shares of Stock or other securities (including securities convertible into or exercisable for shares of Stock) Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, businessesbusiness, properties technology, property or other assets of another person or entity or pursuant to any an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such acquisitionsecurities pursuant to any such agreement; or (viiv) the entry into any agreement providing for the issuance of shares of Stock or other securities (including securities convertible into or exercisable for shares of Stock) Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that, in that the case issuance of any such securities pursuant to clauses (viiv) and (vii), v) shall not exceed 10% of the aggregate total fully-diluted number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% outstanding immediately following the completion of the outstanding Stock of the Company following the offering of the Shares transactions contemplated by this Agreement and any such recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in Stock enter into a lock-up letter described in Section 8(magreement with the Underwriters; or (vi) hereof for an officer facilitating the establishment of a trading plan on behalf of a shareholder, officer, employee or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock; provided that (x) such plan does not provide for the transfer of Stock during the Restricted Period and provides (y) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company with notice regarding the establishment of such plan, such announcement or filing shall include a statement to the impending release or waiver substantially in effect that no transfer of Stock may be made under such plan during the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver 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 waiverRestricted Period.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company Partnership will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement (other than any registration statement on Form S-8 to register Common Units issued or available for future grant under the Carlyle Group Equity Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Carlyle Group Equity Incentive Plan”)) under the Securities Act relating to, any shares of Stock, Common Units or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for StockCommon Units, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Units or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Units or such other securities, in cash or otherwise, without the prior written consent of the Representatives. The restrictions described above do not apply to , other than (i) the Shares Units to be sold hereunder; , (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock Common Units or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options an option or otherwise) to a warrant or the Company’s employees, officers, directors, advisors, or consultants pursuant to conversion of a security outstanding on the terms of an equity compensation plan in effect as date of the Closing Date and described Prospectus of which the Underwriters have been advised in writing, (iii) the Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock Common Units or securities convertible into or exercisable or exchangeable for shares of Stock will be subject Common Units pursuant to the terms Carlyle Group Equity Incentive Plan, (iv) the sale of such lock-up; Common Units pursuant to the “cashless” exercise at expiration of options granted pursuant to the Carlyle Group Equity Incentive Plan (the term “cashless” exercise being intended to include the sale of a portion of the option Common Units or previously owned Common Units to the Partnership or in the open market to cover payment of the exercise price), (v) the filing sale of any registration statement on Form S-8 relating to securities granted Common Units in respect of tax withholding payments due upon the exercise of options or to be granted the vesting of restricted unit grants pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) Carlyle Group Equity Incentive Plan, and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares up to five percent of Stock the Common Units outstanding after this offering (assuming all Carlyle Holdings Partnership Units have been exchanged for Common Units), or other securities (including securities convertible into shares of Stock) or exercisable or exchangeable for Common Units in connection with the acquisition by the Company mergers or any of its subsidiaries of the securitiesacquisitions, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case acquiree of clauses any such Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to this clause (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” enters into an agreement substantially in the form of Exhibit D heretoA hereto with respect to such Common Units or securities convertible into or exercisable or exchangeable for Common Units. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or 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 period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Partnership shall promptly notify the Representatives of any earnings release, material news or material event that may give rise to an extension of the initial 180-day restricted period. For a period of 180 days after the date of the Prospectus, no Carlyle Entity will waive, modify or amend any transfer restrictions (including lock-up provisions) relating to any Carlyle Holdings Partnership Units or Common Units contained in any agreements with holders thereof, without the written consent of the Representatives. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m6(l) hereof for an officer or director of the Company General Partner and provides provide the Company Partnership 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, the Company Partnership agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 45 days after the date of the Prospectus, the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the offer, issuance, sale and disposition of the Shares to be sold hereunder; , (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iviii) grants of stock share options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock share options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if any such recipient has previously delivered that following the grant will own on a “fully diluted basis 1% or more of the outstanding shares of the Company, will enter into a lock-up” up agreement substantially in with the form Underwriters; (iv) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 5% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; . (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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[Reserved.]

Clear Market. For a period of 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, the Commission a registration statement under the Securities Act relating to, any shares of StockOrdinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible Ordinary Shares or exercisable or exchangeable for StockADSs, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock any Ordinary Shares, ADSs or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares, ADSs or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentative. The restrictions described above do not apply to (i) the Shares Offered Securities to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock Ordinary Shares, ADSs or securities convertible into or exercisable for shares of Stock Ordinary Shares or ADSs pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iviii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock Ordinary Shares, ADSs or securities convertible into or exercisable or exchangeable for shares of Stock Ordinary Shares or ADSs (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if no filing by such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D heretoemployees, such stock optionsofficers, stock awardsdirectors, restricted stock, RSUsadvisors, or consultants under the Exchange Act or other equity awards public announcement shall be required or such shares shall be made voluntarily in connection with any subsequent sale of Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to ADSs during the terms of such lock-upRestricted Period; (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (v) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares or ADSs, provided that (a) such plan does not provide for the transfer of Ordinary Shares or ADSs during the Restricted Period and (b) 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 Ordinary Shares or ADSs may be made under such plan during the Restricted Period, or (vi) deposit Ordinary Shares with the issuance of shares of Stock or other securities (including securities convertible Depositary for conversion into shares of Stock) American Depositary Shares in connection with the acquisition by the Company or any contemplated issuance of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to options under any employee benefit plan assumed by or equity incentive plan described in the Company in connection with any such acquisition; or (vii) Registration Statement. If the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided thatRepresentative, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their its sole discretion, agree agrees to release or waive the restrictions set forth in or a lock-up letter described in Section 8(m6(n) 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, the Company agrees to announce the impending release or waiver 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. For a period of 180 days after the date of the Prospectus, the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the offer, issuance, sale and disposition of the Shares to be sold hereunder; , (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iviii) grants of stock share options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock share options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if any such recipient has previously delivered that following the grant will own on a “fully diluted basis 1% or more of the outstanding shares of the Company, will enter into a lock-up” up agreement substantially in with the form Underwriters; (iv) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 5 % of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.Xxxxxx, in their its sole discretion, agree agrees to release or waive the restrictions set forth in a lock-up letter described in Section 8(m8(n) 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, 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. For a period of 180 60 days after the date of the Prospectus, the Company will not (i) 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock, Stock or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, BofA Securities, Inc. and Xxxxx Fargo Securities, LLC, other than the RepresentativesShares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) Stock issued, transferred, redeemed or exchanged in connection with the Reorganization Transactions; (iii) the issuance of shares of Stock or securities convertible into or exchangeable or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ivii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date date of the Prospectus and described in the Prospectustherein, provided that if such recipient has previously delivered recipients enter into a “lock-up” up agreement substantially in with the form Underwriters; (iii) the issuance of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such up to 10% of the outstanding shares of Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into or exercisable or exchangeable for shares of Stock will be subject to the terms of such a lock-upup agreement with the Underwriters; or (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities in the Reorganization Transactions) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vi) and (vii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(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, the Company agrees to announce the impending release or waiver 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.