Common use of Holders of Registrable Securities Clause in Contracts

Holders of Registrable Securities. If requested by the Company, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows: (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or other securities of the Company or (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of owning Common Stock or other securities of the Company, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such transaction, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Period.

Holders of Registrable Securities. If requested required by the Companyholders of a majority of the Registrable Securities, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such an underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by the holders of a majority of the Registrable Securities participating in such managing underwriter(s)Public Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Company’s initial Public Offering, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or (yincluding Capital Stock of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such initial Public Offering or the “pricing” of such offering and continuing to the date that is 180 days following the date of the final prospectus for such initial Public Offering (the “Holdback Period”), unless the underwriters managing the Public Offering otherwise agree in writing; (ii) in connection with all underwritten Public Offerings other than the Company’s initial Public Offering, such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the Public Offering otherwise agree in writing; and (iii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or any Follow-On Holdback Period (as applicable) or (B) The foregoing clause (i)(A) shall not apply prior to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback PeriodPeriod or any Follow-On Holdback Period (as applicable), or (x) transfers to a Permitted Transferee the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such holderperiod, then to the extent necessary for a managing or (y) transfers that are bona fide gifts, or (z) distributions by co-managing underwriter of a trust registered offering hereunder to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (xcomply with FINRA Rule 2711(f)(4), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions if agreed to by the holders of a majority of the Registrable Securities selling in such holder and Underwritten Offering, the Holdback Period or the Follow-On Holdback Period (2) no such transfer or distribution in (x), (y), or (zas applicable) shall be permitted if it shall require a filing under Section 16(a) extended until 18 days after the earnings release or Section 13(d) disclosure of other material information or the occurrence of the Exchange Actmaterial event, reporting as the case may be (a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the “Holdback PeriodExtension”). The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the such period, including any Holdback PeriodExtension.

Holders of Registrable Securities. If requested by the Companymanaging underwriter(s) of an underwritten Public Offering, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the such managing underwriter(s) of such Public Offering (in addition to that provides for the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by following unless such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows) otherwise agree in writing: (Ai) In in connection with any all underwritten Public Offering and without Offerings after the prior written consent of the underwriters managing such Public OfferingloanDepot IPO, such holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company (including Capital Stock of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the SEC), or any securities convertible into or exchangeable or exercisable for any such Capital Stock of the Company (ycollectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., commencing on the date requested by the managing underwriters (which shall be no earlier than ten days prior to the anticipated “pricing” date for such underwritten offering) and continuing to a date that is no later than 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), except as otherwise agreed to by the managing underwriters and except for sales made as part of such underwritten Public Offering and such other exceptions for dispositions and other transfers as may be agreed upon by the holder and the managing underwriters in connection with such Public Offering; and (ii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of any Follow-On Holdback Period or (B) The foregoing clause (i)(A) shall not apply prior to (w) transactions relating the expiration of any Follow-On Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to shares the extent necessary for a managing or co-managing underwriter of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(aa registered offering hereunder to comply with NASD Rule 2711(f)(4) of the Exchange Act FINRA Manual, the Follow-On Holdback Period shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made extended until 18 days after the expiration earnings release or disclosure of other material information or the occurrence of the Holdback Period)material event, or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in as the case of any transfer or distribution pursuant to clause may be (xa “Holdback Extension”), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock Class A Shares (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of such period, including any Holdback Extension. Notwithstanding the foregoing, with respect to Registrable Securities that are not Parthenon Investor Registrable Securities, no holder of Registrable Securities that is not an officer or director of the Company shall be subject to the Follow-On Holdback PeriodPeriod in connection with an underwritten block trade Shelf Offering unless such holder of Registrable Securities was provided notice one day prior to such underwritten block trade Shelf Offering and provided the opportunity to participate therein; provided that if such holder of Registrable Securities was provided the opportunity to participate therein, such holder shall be subject to the Follow-On Holdback Period regardless of whether such holder elects to participate in such underwritten block trade Shelf Offering, unless the managing underwriters of such underwritten block trade Shelf Offering otherwise agree in writing.

Holders of Registrable Securities. If In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, each holder during the seven (7) days prior to and the 90-day period beginning on the date of Registrable Securities pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in an underwritten Public Offering such offering shall enter into have signed lock-up agreements or arrangements containing substantially similar terms with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to underwriter and if any such person shall be subject to a shorter lock-up agreement period, receives more advantageous terms relating to the Lock-Up Period or arrangement with receives a waiver of its lock-up period from the managing underwriter(s)Company or an underwriter, each holder then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities agrees as follows: (A) In connection with any underwritten Public Offering and without to the prior written consent partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendseparately managed account, or a transfer to an Affiliate that is otherwise transfer in compliance with the applicable securities laws, so long as such distributees or dispose of, directly or indirectly, any shares of Common Stock or other securities of the Company or (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of owning Common Stock or other securities of the Company, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such transaction, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall transferees agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution restrictions set forth in (xthis Section 4(a), (y)ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Actconvertible into, reporting a reduction in beneficial ownership of shares of New Common Stock, and no provided the New Common Stock issued upon such filing under Section 16(a) exercise or Section 13(d) of the Exchange Act conversion shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a), or (iii) until any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the Holdback Periodpricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. If requested by Notwithstanding anything contained herein to the Companycontrary and to the extent not inconsistent with applicable law, each holder of Registrable Securities participating in an underwritten Public Offering shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act, but excluding, to the extent permitted by the underwriter managing the registered public offering, sales effected to pay the exercise price of a stock option pursuant to any broker-assisted exercise or “cashless” exercise of such stock option) of Equity Securities, enter into lock-up agreements or arrangements with a transaction which would have the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows: (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendsame effect, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or other securities of the Company or (y) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companysuch securities, whether any such aforementioned transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock such securities or such other securities, in cash or otherwise (each otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the ten (10) days prior to and the ninety (90) days after the effective time of any (x) underwritten Demand Registration (except as part of such Underwritten Registration) or (y) underwritten Piggyback Registration in which any of such holder’s Registrable Securities are included (except as part of such Underwritten Registration) (a “Sale TransactionStand-off Period”). , except as otherwise agreed to by the underwriter managing the Underwritten Registration. If (Bi) The foregoing clause (i)(A) shall not apply to (w) transactions the Company issues an earnings release or other material news or a material event relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(athe Company and its Subsidiaries during the last seventeen (17) days of the Exchange Act shall be required Stand-off Period or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after ii) prior to the expiration of the Holdback Stand-off Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning upon the expiration of the Stand-off Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Stand-off Period shall be extended until eighteen (18) days after the earnings release or (x) transfers to a Permitted Transferee the occurrence of such holderthe material news or event, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in as the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Periodbe.

Holders of Registrable Securities. If requested required by the Companyholders of a majority of the Registrable Securities, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such an underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by the holders of a majority of the Registrable Securities participating in such managing underwriter(s)Public Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Company’s initial Public Offering, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or (yincluding Capital Stock of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such initial Public Offering or the “pricing” of such offering and continuing to the date that is 180 days following the date of the final prospectus for such initial Public Offering (the “Holdback Period”), unless the underwriters managing the Public Offering otherwise agree in writing; (ii) in connection with all underwritten Public Offerings other than the Company’s initial Public Offering, such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless the underwriters managing the Public Offering otherwise agree in writing; and (iii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or any Follow-On Holdback Period (as applicable) or (B) The foregoing clause (i)(A) shall not apply prior to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback PeriodPeriod or any Follow-On Holdback Period (as applicable), or (x) transfers to a Permitted Transferee the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such holderperiod, then to the extent necessary for a managing or (y) transfers that are bona fide gifts, or (z) distributions by co-managing underwriter of a trust registered offering hereunder to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (xcomply with FINRA Rule 2711(f)(4), the Holdback Period or the Follow-On Holdback Period (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (zapplicable) shall be permitted if it shall require a filing under Section 16(a) extended until 18 days after the earnings release or Section 13(d) disclosure of other material information or the occurrence of the Exchange Actmaterial event, reporting as the case may be (a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the “Holdback PeriodExtension”). The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the such period, including any Holdback PeriodExtension.

Holders of Registrable Securities. If requested required by the Company, each holder Holders of a majority of the Registrable Securities participating in an underwritten Public Offering Offering, each Holder of Registrable Securities shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such Public an Underwritten Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is that are reasonably requested by such managing underwriter(s)) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. In addition to For the avoidance of doubt, the Shareholder and any such other Holder shall enter into lock-up agreement or arrangement agreements with the managing underwriter(s)underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, each holder of Registrable Securities agrees such Holder shall not, other than through participation in such Underwritten Offering as follows: a selling shareholder, (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Stock or other equity securities of the Company or Company, (yB) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany equity securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other equity securities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply from the date on which the Company gives notice to (w) transactions relating to shares the Holders of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) Registrable Securities of the Exchange Act shall be required circulation of a preliminary or shall be voluntarily made in connection with transfers or dispositions of final prospectus for such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after Underwritten Offering to the expiration date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), or (x) transfers to a Permitted Transferee of unless the underwriters managing such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall Underwritten Offering otherwise agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Periodwriting. The Company may impose stop-transfer instructions with respect to the shares of Common Stock Ordinary Shares (or other securities) subject to the restrictions set forth in this Section 4(a) 2.5 until the end of the Holdback Periodsuch period.

Holders of Registrable Securities. If requested by the Company, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows: (A) In connection with underwritten public offering of equity securities, or any underwritten Public Offering and without securities convertible into or exchangeable or exercisable for such securities, by the prior written consent Company for its own account or on behalf of any Holder or Other Holders (including pursuant to any Shelf Takedown), no Holder who “beneficially owns” five percent (5%) or more of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any outstanding shares of New Common Stock shall effect any public sale or other securities distribution (including sales pursuant to Rule 144) of the Company or (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of owning Common Stock or other equity securities of the Company, whether or any securities convertible into or exchangeable or exercisable for such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise without prior written consent from the underwriters managing the underwritten public equity offering by the Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing as reasonably requested by the underwriters managing the underwritten public equity offering (each such transaction, a including pursuant to any Shelf Takedown) (the “Sale TransactionLock-Up Period”). ; provided that (Bi) The the foregoing clause (i)(A) shall not apply to (w) transactions relating to any shares of New Common Stock or other securities acquired that are being issued pursuant to the underwritten public equity offering, (ii) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (iii) such Lock-Up Period shall not commence unless the Company notifies the Holders in open market transactions, writing prior to the commencement of the Lock-Up Period; provided, further, that no filing under Section 16(anothing herein will prevent any Holder that is a partnership or corporation from (1) making a distribution of Registrable Securities to the Exchange Act shall be required partners or shall be voluntarily made stockholders thereof or a transfer to an Affiliate that is otherwise in connection compliance with transfers or dispositions of such shares of Common Stock or other the applicable securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period)laws, or (x2) transfers to consummating a Permitted Transferee private placement of Registrable Securities, so long as such holder, distributees or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall transferees agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end 5(a). Each Holder agrees to execute a lock-up agreement in favor of the Holdback PeriodCompany’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third party beneficiaries of this Section 5(a). The provisions of this Section 5(a) will no longer apply to a Holder if (a) such Holder ceases to hold any Registrable Securities or (b) such Holder beneficially owns less than five percent (5%) of the outstanding shares of New Common Stock.

Holders of Registrable Securities. If requested by the CompanyCorporation, each holder of Registrable Securities Holder participating in an underwritten Public Offering shall enter into customary lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s)Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities Holder agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public OfferingIPO, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecatesell, pledge, encumber sell, contract, contract to sell or grant 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 ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Corporation (yincluding Capital Stock of the Corporation that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Corporation gives notice to the Holders that a preliminary prospectus has been circulated for the IPO or the “pricing” of such offering and continuing to the date that is 180 days following the date of the final prospectus for the IPO (the “Holdback Period”), unless the underwriters managing the IPO otherwise agree in writing; provided, however, that if the Holdback Period is shortened or terminated early for any Holder that together with its Affiliates holds two percent (2%) or more of the outstanding Registrable Securities, the Holdback period for each other Holder also shall be shortened or terminated to the same extent; (ii) in connection with all underwritten Public Offerings (including the IPO), such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Corporation gives notice to the Holders of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the Public Offering otherwise agree in writing; (iii) in the event that (A) the Corporation issues an earnings release or discloses other material information or a material event relating to the Corporation and its Subsidiaries occurs during the last 17 days of the Holdback Period or any Follow-On Holdback Period (as applicable) or (B) prior to the expiration of the Holdback Period or any Follow-On Holdback Period (as applicable), the Corporation announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), if agreed to by the Holders representing a majority of the Registrable Securities included in such Underwritten Offering, the Holdback Period or the Follow-On Holdback Period (as applicable) shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”); and (iv) The foregoing clause clauses (i)(Ai) through (iii) shall not apply to (wA) the sale of Capital Stock pursuant to the terms of the underwriting agreement entered into in connection with such underwritten Public Offering, or (B) transactions relating to shares of Common Capital Stock or other securities acquired in open market transactionstransactions after the completion of the Public Offering, provided, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Capital Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (xC) transfers of Capital Stock or any security convertible into Capital Stock to the spouse, domestic partner, parent, sibling, child or grandchild (each an “immediate family member”) of such holder or to a Permitted Transferee trust formed for the benefit of such holder or of an immediate family member of the undersigned, or (D) transfers of Capital Stock or any security convertible into Capital Stock as a bona fide gift, or (E) distributions of shares of Capital Stock or any security convertible into Capital Stock to limited partners, members, stockholders or affiliates of the undersigned or to any investment fund or other entity controlled or managed by, or under common control or management with, such holder, or (yF) transfers that are bona fide gifts, or (z) distributions as a distribution by a trust to its beneficiaries, provided, provided that in the case of any transfer or distribution pursuant to clause (xC), (yD), (E) or (zF), (1) each transferee, donee or distributee shall agree in writing to be bound by sign and deliver a lock-up provisions agreement substantially in the same as form of the lock-up provisions agreed to agreement entered into by such holder and (2) no such transfer or distribution in (xC), (yD), (E) or (zF) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period, or (G) the receipt by the undersigned from the Corporation of Capital Stock upon a vesting event of Capital Stock or rights to acquire Capital stock pursuant to the Corporation’s equity incentive plans or the exercise by such holder of options to purchase Capital Stock issued pursuant to the Corporation’s equity incentive plans (including, in each case, by way of net exercise, but for the avoidance of doubt, excluding all manners of exercise that would involve a sale of any securities relating to such options, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise), provided that (1) any securities received upon such vesting event or exercise will also be subject to the terms of such holder’s lock-up agreement and (2) no such vesting event or exercise shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such vesting event or exercise, or (H) transfers of Capital Stock or any securities convertible into or exercisable or exchangeable for Capital Stock to the Corporation, pursuant to agreements under which the Corporation has the option to repurchase such shares or securities or a right of first refusal with respect to transfers of such shares or securities, provided that unless such transfers are pursuant to the Corporation’s option to repurchase in the event such holder is terminated or resigns as an employee of the Corporation, no transfer shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such transfer (other than a filing on Form 5 pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Capital Stock, provided that (1) such plan does not provide for the transfer of Capital Stock during the Holdback Period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of such holder or the Corporation regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Capital Stock may be made under such plan during the Holdback Period. The Company Corporation may impose stop-transfer instructions with respect to the shares of Common Capital Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the such period, including any Holdback PeriodExtension.

Holders of Registrable Securities. If requested by the lead managing underwriter, each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5.0%) or more of the issued and outstanding Common Stock of the Company and each Holder including Registrable Securities in any Underwritten Demand Offering, Underwritten Shelf Takedown or Piggyback Offering shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, each holder of Registrable Securities participating in an underwritten Public Offering shall enter or any securities convertible into lock-up agreements or arrangements exchangeable or exercisable for such securities, (i) with the managing underwriter(s) of such Public Offering (in addition respect to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with Company’s first Underwritten Offering under the managing underwriter(s), each holder of Registrable Securities agrees as follows: (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall notAct for cash, for a period ending the seven (7) days prior to and the one hundred eighty (180) days beginning on the effective date of such registration plus up to an additional eighteen (18) days to the extent necessary to comply with applicable regulatory requirements following the effective date of such registration, (ii) with respect to any other Underwritten Demand Offering or Piggyback Offering in which Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (iii) upon notice from the Company of the commencement of a distribution in connection with any other Underwritten Offering (including, but not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the Company, the seven (7) days prior to and the ninety (90)-day period beginning on the date of the final prospectus commencement of such distribution (the “Holdback Lock-Up Period”) relating to ), in each case except as part of such Public Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree; provided, however, that (xi) offernotwithstanding the foregoing, hypothecate, pledge, encumber sell, contract, sell no Holder shall be subject to the provisions hereof unless all of the Company’s directors and officers (and their respective Affiliates) are subject to the Lock-Up Period and (ii) if any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares Other Holder of Common Stock or other securities Registrable Securities of the Company or (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences Company’s directors and officers (or any of owning Common Stock or other securities of the Company, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such transaction, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (ztheir respective Affiliates) shall be permitted if it shall require subject to a filing under Section 16(a) shorter period or Section 13(d) of receives more advantageous terms relating to the Exchange ActLock-Up Period, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of then the Exchange Act Lock-Up Period shall be voluntarily made during the Holdback Periodsuch shorter period and also on such more advantageous terms. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a3(a) until shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the end provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the Holdback Periodapplicable offerings, and other Transfers to which the underwriters managing such Underwritten Offering agree; provided, however, that nothing herein shall prevent a Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be bound by the terms hereof. The provisions of this Section 3(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. If requested required by the CompanyApplicable Approving Party, each holder of Registrable Securities participating (in an the case of Pubco’s Initial Public Offering) and each holder of 1% or more of the outstanding Registrable Securities (in the case of any other underwritten Public Offering Offering) shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by such managing underwriter(s)the Applicable Approving Party. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s), agreement: (i) each holder of Registrable Securities and each of the directors and executive officers of Pubco or any of its subsidiaries agrees as follows: (A) In that in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Pubco’s Initial Public Offering, such holder Person shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares Capital Stock of Common Pubco (including Capital Stock or other securities of Pubco that may be deemed to be owned beneficially by such Person in accordance with the rules and regulations of the Company or Securities and Exchange Commission) (ycollectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, from the date on which Pubco gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such Initial Public Offering to the date that is 180 days following the date of the final prospectus for such IPO (the “Holdback Period”), unless the Applicable Approving Party and the underwriters managing the IPO otherwise agree in writing; (ii) each holder of at least 1% of the outstanding Registrable Securities and each of the directors and executive officers of Pubco or any of its subsidiaries agrees that in connection with any non-marketed underwritten takedown offering, such Person shall not effect any Sale Transaction from the date on which Pubco gives notice to the holders of Registrable Securities of the Public Offering to the earlier of (A) the date that is 45 days following the date of the final prospectus for such Public Offering and (B) The foregoing clause the date on which such shelf takedown offering is otherwise abandoned (i)(Aa “Block Holdback Period”), unless the Applicable Approving Party and the underwriters managing the such Public Offering otherwise agree in writing; and (iii) shall not apply to (w) transactions relating to shares each holder of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) at least 1% of the Exchange Act shall be required outstanding Registrable Securities and each of the directors and executive officers of Pubco or shall be voluntarily made any of its Subsidiaries agrees that in connection with transfers or dispositions of such shares of Common Stock or all other securities acquired in such open market transactions (underwritten Public Offerings other than a filing those covered by clauses (i) and (ii) above, such Person shall not effect any Sale Transaction from the date on Form 5 made after which Pubco gives notice to the expiration holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Public Offering to the date that is 60 days following the date of the final prospectus for such Public Offering (a “Marketed Holdback Period” and, together with a Block Holdback Period, a “Follow-On Holdback Period”), or (x) transfers to a Permitted Transferee of unless, if an underwritten Public Offering, the Applicable Approving Party and the underwriters managing such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall Public Offering otherwise agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Periodwriting. The Company Pubco may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a3(a) until the end of the Holdback Periodsuch period.

Holders of Registrable Securities. If requested by the CompanyCorporation or the managing underwriter(s), each holder of Registrable Securities Holder participating in an underwritten Public Offering shall enter into customary lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s)Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities Holder agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public OfferingIPO, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecatesell, pledge, encumber sell, contract, contract to sell or grant 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 ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Corporation (yincluding Capital Stock of the Corporation that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Corporation gives notice to the Holders that a preliminary prospectus has been circulated for the IPO or the “pricing” of such offering and continuing to the date that is 180 days following the date of the final prospectus for the IPO (the “Holdback Period”), unless the underwriters managing the IPO otherwise agree in writing; provided, however, that if the Holdback Period is shortened or terminated early for any Holder that together with its Affiliates holds two percent (2%) or more of the outstanding Registrable Securities, the Holdback period for each other Holder also shall be shortened or terminated to the same extent; (ii) in connection with all underwritten Public Offerings (including the IPO), such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Corporation gives notice to the Holders of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the Public Offering otherwise agree in writing; (iii) in the event that (A) the Corporation issues an earnings release or discloses other material information or a material event relating to the Corporation and its Subsidiaries occurs during the last 17 days of the Holdback Period or any Follow-On Holdback Period (as applicable) or (B) prior to the expiration of the Holdback Period or any Follow-On Holdback Period (as applicable), the Corporation announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), if agreed to by the Holders representing a majority of the Registrable Securities included in such Underwritten Takedown, the Holdback Period or the Follow-On Holdback Period (as applicable) shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”); and (iv) The foregoing clause clauses (i)(Ai) through (iii) shall not apply to (wA) the sale of Capital Stock pursuant to the terms of the underwriting agreement entered into in connection with such underwritten Public Offering, or (B) transactions relating to shares of Common Capital Stock or other securities acquired in open market transactionstransactions after the completion of the Public Offering, provided, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Capital Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (xC) transfers of Capital Stock or any security convertible into Capital Stock to the spouse, domestic partner, parent, sibling, child or grandchild (each an “immediate family member”) of such holder or to a Permitted Transferee trust formed for the benefit of such holder or of an immediate family member of the undersigned, or (D) transfers of Capital Stock or any security convertible into Capital Stock as a bona fide gift, or (E) distributions of shares of Capital Stock or any security convertible into Capital Stock to limited partners, members, stockholders or affiliates of the undersigned or to any investment fund or other entity controlled or managed by, or under common control or management with, such holder, or (yF) transfers that are bona fide gifts, or (z) distributions as a distribution by a trust to its beneficiaries, provided, provided that in the case of any transfer or distribution pursuant to clause (xC), (yD), (E) or (zF), (1) each transferee, donee or distributee shall agree in writing to be bound by sign and deliver a lock-up provisions agreement substantially in the same as form of the lock-up provisions agreed to agreement entered into by such holder and (2) no such transfer or distribution in (xC), (yD), (E) or (zF) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period, or (G) the receipt by the undersigned from the Corporation of Capital Stock upon a vesting event of Capital Stock or rights to acquire Capital stock pursuant to the Corporation’s equity incentive plans or the exercise by such holder of options to purchase Capital Stock issued pursuant to the Corporation’s equity incentive plans (including, in each case, by way of net exercise, but for the avoidance of doubt, excluding all manners of exercise that would involve a sale of any securities relating to such options, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise), provided that (1) any securities received upon such vesting event or exercise will also be subject to the terms of such holder’s lock-up agreement and (2) no such vesting event or exercise shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such vesting event or exercise, or (H) transfers of Capital Stock or any securities convertible into or exercisable or exchangeable for Capital Stock to the Corporation, pursuant to agreements under which the Corporation has the option to repurchase such shares or securities or a right of first refusal with respect to transfers of such shares or securities, provided that unless such transfers are pursuant to the Corporation’s option to repurchase in the event such holder is terminated or resigns as an employee of the Corporation, no transfer shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such transfer (other than a filing on Form 5 pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Capital Stock, provided that (1) such plan does not provide for the transfer of Capital Stock during the Holdback Period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of such holder or the Corporation regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Capital Stock may be made under such plan during the Holdback Period). The Company Corporation may impose stop-transfer instructions with respect to the shares of Common Capital Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the such period, including any Holdback PeriodExtension.

Holders of Registrable Securities. If requested by the Company, each holder of Registrable Securities Each Holder participating in an underwritten Public Underwritten Offering and if requested by Underwriters managing such Underwritten Offering and each Holder that Beneficially Owns more than 3% of the outstanding Common Stock shall enter into customary lock-up agreements or arrangements with the managing underwriter(sUnderwriter(s) of such Public an Underwritten Offering (in addition to that provides for the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with following unless the managing underwriter(s), each holder of Registrable Securities agrees as follows: (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters Underwriters managing such Public OfferingUnderwritten Offering otherwise agree in writing, subject to customary exceptions, such holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144 under the Securities Act), directly or indirectly, any shares of Common Stock or other securities capital stock of the Company or (yincluding capital stock of the Company that may be deemed to be Beneficially Owned by such Holder), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany such securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the Holders that a preliminary prospectus has been filed for such Underwritten Offering or the “pricing” of such offering and continuing to the date that is (x) transfers in the case of the first two Underwritten Offerings following the date of this Agreement, up to a Permitted Transferee 90 days following the date of the final Prospectus for such holderoffering, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant all subsequent Underwritten Offerings, up to clause (x), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially 45 days following the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) date of the Exchange Actfinal Prospectus for such offering (or, reporting in each case, such shorter period of time as requested by the Underwriters managing such Underwritten Offering) (a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Period.“

Holders of Registrable Securities. If requested by the Company, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows: (A) In connection with any an underwritten Public Offering and without the prior written consent public offering of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or other securities of the Company or (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of owning Common Stock or other equity securities of the Company, whether or any securities convertible into or exchangeable or exercisable for such transaction described securities, by the Company for its own account or on behalf of any Holder or Other Holders (including pursuant to any Shelf Takedown), if requested by the managing underwriters in clause connection with such underwritten offering, no Holder who is a Management Holder or who beneficially owns 5% or more of the outstanding Common Shares shall effect any sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the underwritten public equity offering by the Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing as reasonably requested by the underwriters managing the underwritten public equity offering (including pursuant to any Shelf Takedown) (or 180 days in the case of the Initial Public Offering) (the “Lock-Up Period”); provided that (A) the foregoing shall not apply to any Common Shares that are offered for sale as part of the underwritten public equity offering, (B) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) such Lock-Up Period shall be subject to customary exceptions and not commence unless the Company notifies the Holders in writing prior to the commencement of the Lock-Up Period; provided further, that nothing herein shall prevent any Holder that is a partnership or corporation from making a distribution of Registrable Shares to the partners or stockholders thereof or a Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third party beneficiaries of this Section 5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or termination of requirements would not be commercially reasonable and (B) that the proposed waiver or termination of requirements is as close to pro rata as would be commercially feasible. The provisions of this Section 5(d) will no longer apply to a Holder if (x) such Holder ceases to hold any Registrable Shares or (y) above is such Holder beneficially owns less than 5% of the outstanding Common Shares or ceases to be settled by delivery of Common Stock or such other securitiesa Management Holder, in cash or otherwise (each such transaction, a “Sale Transaction”)as applicable. (B) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Period.

Holders of Registrable Securities. If requested by the Companylead managing underwriter, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5.0%) or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows: (A) In connection with any underwritten Public Offering and without the prior written consent more of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of issued and outstanding Common Stock or other securities of the Company and each Holder including Registrable Securities in any Underwritten Demand Offering, Underwritten Shelf Takedown or Piggyback Offering shall not effect any public sale or distribution (yincluding sales pursuant to Rule 144) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of owning Common Stock or other equity securities of the Company, whether or any securities convertible into or exchangeable or exercisable for such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securities, during (i) with respect to any Underwritten Demand Offering or Piggyback Offering in cash which Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period (or otherwise one hundred and eighty (each 180)-day period with respect to the Company’s first Underwritten Offering under the Securities Act for cash) beginning on the effective date of such transactionregistration, a “Sale Transaction”). and (Bii) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) upon notice from the Company of the Exchange Act shall be required or shall be voluntarily made commencement of a distribution in connection with transfers any other Underwritten Offering (including, but not limited to, any distribution in connection with any Shelf Registration) by or dispositions on behalf of the Company, the seven (7) days prior to and the ninety (90)-day period beginning on the date of commencement of such shares of Common Stock or other securities acquired in such open market transactions distribution (other than a filing on Form 5 made after the expiration of the Holdback Period), or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (xi) and (ii), (ythe “Lock-Up Period”), in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree; provided, however, that if any other Holder of Registrable Securities of the Company shall be subject to a shorter period or (z)receives more advantageous terms relating to the Lock-Up Period, (1) each transfereethen the Lock-Up Period shall be such shorter period and also on such more advantageous terms and notwithstanding the foregoing, donee or distributee the Holders shall agree in writing not be subject to be bound by the provisions hereof unless all of the Company’s directors and officers have signed lock-up provisions substantially agreements with the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Periodmanaging underwriters. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a3(a) until shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the end provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the Holdback Periodapplicable offerings, and other Transfers to which the underwriters managing such Underwritten Offering agree; provided, however, that nothing herein shall prevent a Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be bound by the terms hereof. The provisions of this Section 3(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. If requested by Each Eligible Holder hereby agrees that it will not effect any public sale or distribution (including sales pursuant to Rule 144) of Common Stock or New Notes, or any securities convertible into or exchangeable or exercisable for such securities, as applicable, (i) during (A) the ten (10) days prior to and the 90-day period beginning on the effective date of the registration of such Registrable Securities in connection with an Underwritten Offering or (B) such shorter period as the underwriters participating in such Underwritten Offering may require, and (ii) upon notice from the Company of the commencement of an underwritten distribution in connection with any Shelf Registration, during (A) ten (10) days prior to and the 90-day period beginning on the date of commencement of such distribution or (B) such shorter period as the underwriters participating in such underwritten distribution may require (each, a “Lock-Up Period”), in each case except as part of such Underwritten Registration, and in each case (w) only if the underwriters managing the registered public offering request such Lock-Up Period, (x) only if such Lock-Up Period is applicable to the Company, (y) in the case of Common Stock where the Company is not offering any shares of Common Stock, only if the Lock-Up Period is applicable to each holder of 10% or more of the issued and outstanding Common Stock and to all of the executive officers and directors of the Company (in the case of executive officers and directors, subject to customary exceptions) and (z) in the case of Common Stock where the Company is offering any shares of Common Stock, the Lock-Up Period is applicable to the executive officers and directors of the Company (subject to customary exceptions); provided, however, that the Lock-Up Period shall only apply to the class of Registrable Securities participating in an underwritten Public which are being offered pursuant to such Underwritten Offering shall enter into lock-up agreements or arrangements with distribution, or such Shelf Registration, as the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s)case may be. In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each Each holder of Registrable Securities agrees as follows: (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for to execute a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or other securities of the Company or (y) enter into any swap or other arrangement that transfers to another, lock-up agreement in whole or in part, any of the economic consequences of owning Common Stock or other securities favor of the Company, whether any ’s underwriters in form and substance reasonably acceptable to the Company and the Company’s underwriters to such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitieseffect and, in cash or otherwise (each such transaction, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, providedany event, that no filing under Section 16(a) of the Exchange Act Company’s underwriters in any relevant offering shall be required or shall be voluntarily made in connection with transfers or dispositions third party beneficiaries of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Periodthis Section 3(a), or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by . The lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a3(a) until the end will no longer apply to an Eligible Holder once such Eligible Holder, together with its Affiliates, holds less than five percent (5%) of the Holdback Periodissued and outstanding Common Stock.

Holders of Registrable Securities. If requested by the CompanyCorporation or the managing underwriter(s), each holder of Registrable Securities Holder participating in an underwritten Public Offering shall enter into customary lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to containing terms that are consistent with the arrangement set forth in provisions of this Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s)4. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities Holder agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public OfferingIPO, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecatesell, pledge, encumber sell, contract, contract to sell or grant 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 ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Corporation (yincluding Capital Stock of the Corporation that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Securities and Exchange Commission) owned by such Holder prior to the IPO (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”), or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Corporation gives notice to the Holders that a preliminary prospectus has been circulated for the IPO or the “pricing” of such offering (the “Pricing Date”) and continuing (1) with respect to the Fidelity Holders and KKR, to the date that is 180 days following the date of the final prospectus for the IPO and (2) with respect to all other Holders, to the date that is the later of (X) 180 days following the date of the final prospectus for the IPO and (Y) January 1, 2022 (the “IPO Holdback Period”), in each case, unless the Corporation otherwise agrees in writing; (ii) in connection with all underwritten Public Offerings (other than the IPO), such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Corporation gives notice to the Holders of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering if such Underwritten Public Offering involves a road show or similar marketing efforts exceeding 48 hours, or 45 days otherwise (the “Follow-on Holdback Period” and together with the IPO Holdback Period, the “Holdback Periods”, and each a “Holdback Period”), unless (A) such Holder (together with his, her or its Affiliates) is the beneficial owner of less than 5% of the outstanding Capital Stock of the Corporation (excluding shares of Class Y Common Stock) and is not selling securities in such Public Offering, (B) such Holder is a Fidelity Holder and is not selling securities in such Public Offering or (C) the underwriters managing the Public Offering otherwise agree in writing; and (iii) Any discretionary waiver or termination of the restrictions in the foregoing clauses (i) through (ii) shall apply pro rata to all Holders, based on the number of shares of Capital Stock of the Corporation subject to this Agreement. (Biv) The foregoing clause clauses (i)(Ai) through (ii) shall not apply to (wA) transactions relating pursuant to any transfer, conversion, reclassification, contribution, subscription, sale redemption or exchange of Common Units to the Company, Endeavor Manager or the Corporation, or the respective subsidiaries thereof, as applicable, in connection with, and as contemplated by, the Reorganization; (B) pursuant to any redemption or exchange of (1) Common Units (along with an equal number of shares of Class X Common Stock) for shares Class A Common Stock or other securities (2) the exchange of PIUs of the Company for Opco Common Units, in each case in accordance with the limited liability company agreement of Opco LLC Agreement or Manager LLC Agreement, as applicable; (C) as a result of the redemption by the Corporation, the Company, Endeavor Manager or their affiliates of Capital Stock held by or on behalf of an employee in connection with the termination of such employee’s employment; (D) as part of the repurchase of Capital Stock by the Corporation, not at the option of the Holders, pursuant to an employee benefit plan described in the Registration Statement or pursuant to the agreements pursuant to which such Securities were issued; (E) shares of Capital Stock of the Corporation acquired by Holders (1) in the open market transactionsin connection with or after the completion of the IPO or (2) from the underwriters in a Public Offering; (F) to any transfer of shares of Capital Stock of the Corporation by bona fide gift, will, intestacy or charitable contribution; provided, that no filing under Section 16(athe donee or donees, beneficiary or beneficiaries, heir or heirs or legal representatives thereof agree to be bound in writing by the restrictions set forth herein for the balance of the applicable Holdback Period (except that a Holder and any of its affiliates who have signed lock-up letters with the managing underwriters may make charitable gifts, without the donee(s) signing a lock-up letter or being bound by the restrictions set forth herein, of up to an aggregate of 0.5% (or such other percentage as may be agreed by the managing underwriters for such Public Offering) of the Exchange Act shall be required or shall be voluntarily made Securities beneficially owned by such Holder and its affiliates as of the date of the final prospectus used in connection with transfers or dispositions the IPO, before giving effect to the Public Offering); (G) to any transfer of such shares of Common Capital Stock of the Corporation to any trust, partnership, limited liability company or other securities acquired in such open market transactions (other than a filing on Form 5 made after entity for the expiration direct or indirect benefit of the Holders or the immediate family of the Holders; provided, that the trustee of the trust or the partnership or limited liability company or other entity agrees to be bound in writing by the restrictions set forth herein for the balance of the applicable Holdback Period), and provided, further that any such transfer shall not involve a disposition for value; (H) to any transfer of shares of Capital Stock of the Corporation to any immediate family member or other dependent; provided, that the transferee agrees to be bound in writing by the restrictions set forth herein for the balance of the applicable Holdback Period; and provided, further that any such transfer shall not involve a disposition for value; (I) to any transfer of shares of Capital Stock of the Corporation to the Holders’ affiliates, subsidiaries, partners, members, equityholders, shareholders, trustor or beneficiary, or to any investment fund or other entity that controls, is controlled by, manages, is managed by or is under common control with the Holder (x) transfers including, for the avoidance of doubt, if the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership and, if the Holder is a trust, to a Permitted Transferee trustor or beneficiary of the trust); provided, that the transferee agrees to be bound in writing by the restrictions set forth herein for the balance of the applicable Holdback Period; and provided, further that any such holdertransfer shall not involve a disposition for value; (J) to any transfer of shares of Capital Stock of the Corporation to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (F) through (I) above; provided, that the transferee agrees to be bound in writing by the restrictions set forth herein for the balance of the applicable Holdback Period; (K) pursuant to an order of a court or (y) transfers that are bona fide gifts, regulatory agency or (z) distributions by a trust to its beneficiaries, comply with any regulations related to the Holders’ ownership of Securities; provided, that in the case of any transfer or distribution pursuant to clause (x)this clause, (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Capital Stock of the Corporation, shall state that such transfer is pursuant to an order of a court or regulatory agency or to comply with any regulations related to the ownership of Capital Stock of the Corporation unless such a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority; (L) to the Corporation or its affiliates upon death or disability of a Holder; (M) to any transfer of shares of Capital Stock of the Corporation to the Corporation or its affiliates (1) deemed to occur upon a vesting event of the Holders’ Securities or upon the net cashless exercise of options or warrants to purchase Securities or (2) for the sale by the Corporation (on behalf of the Holder) of up to such number of share of Capital Stock as necessary for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) or to satisfy the Corporation’s income and payroll tax withholding obligations due as a result of the exercise of such options or warrants or as a result of the vesting of Capital Stock under restricted stock units or restricted stock awards, in each case (x) pursuant to employee benefit plans disclosed in the final prospectus for an applicable Public Offering and (y) that would otherwise expire during the Holdback Period; provided, that in the case of any transfer or distribution pursuant this clause, except as a result of the vesting of Securities under restricted stock units or restricted stock awards, no filing under Section 13(d16(a) of the Exchange ActAct (other than a filing on Form 5), reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) shall be required or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period; (N) to any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements, between such third parties (or their affiliates or designees) and a Holder and/or its affiliates or any similar arrangement relating to a financing agreement for the benefit of a Holder and/or its affiliates, provided, that any such pledgee or other party shall agree to, upon foreclosure on the pledged Securities, execute and deliver to the managing underwriters for an applicable Public Offering an agreement with the restrictions set forth herein; (O) the sale and transfer of Securities by a Holder to the underwriters in a Public Offering pursuant to the terms of an underwriting agreement or with the prior written consent of the lead underwriter on behalf of the underwriters; (P) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided, that such plan does not provide for any transfers during the Holdback Period and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment or amendment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Capital Stock may be made under such plan during the Holdback Period; provided, that in connection with the transfer pursuant to clauses (E), (F), (G), (H) and (J) above, Holders shall not voluntarily file a report under Section 16(a) of the Exchange Act reporting a reduction in a Holder’s beneficial ownership in connection with such transfer with the SEC in accordance with Section 16 of the Exchange Act, and if any such report is required to be filed during the applicable Holdback Period, such report shall include a statement to the effect that such transfer is not a transfer for value; provided, further, that in the case of a transfer pursuant to clause (I) above (other than a transfer or distribution to facilitate a charitable gift, which shall be addressed by the immediately preceding proviso), no report under Section 16 of the Exchange Act reporting a reduction in beneficial ownership shall, during the applicable Holdback Period, be required or voluntarily made. The Company Corporation may impose stop-transfer instructions with respect to the shares of Common Capital Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Periodsuch period.

Holders of Registrable Securities. If requested required by the Company, each holder Holders of a majority of the Registrable Securities participating in an underwritten Public Offering Offering, each Holder of Registrable Securities shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such Public an Underwritten Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is that are reasonably requested by such managing underwriter(s)) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. In addition to For the avoidance of doubt, the Shareholder and any such other Holder shall enter into lock-up agreement or arrangement agreements with the managing underwriter(s)underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings other than the Company’s IPO, each holder of Registrable Securities agrees such Holder shall not, other than through participation in such Underwritten Offering as follows: a selling shareholder, (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Stock or other equity securities of the Company or Company, (yB) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany equity securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other equity securities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply from the date on which the Company gives notice to (w) transactions relating to shares the Holders of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) Registrable Securities of the Exchange Act shall be required circulation of a preliminary or shall be voluntarily made in connection with transfers or dispositions of final prospectus for such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after Underwritten Offering to the expiration date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), or (x) transfers to a Permitted Transferee of unless the underwriters managing such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall Underwritten Offering otherwise agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Periodwriting. The Company may impose stop-transfer instructions with respect to the shares of Common Stock Ordinary Shares (or other securities) subject to the restrictions set forth in this Section 4(a2.5(a) until the end of the Holdback Periodsuch period.

Holders of Registrable Securities. If requested by the Companymanaging underwriter(s) of an underwritten Public Offering, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the such managing underwriter(s) of such Public Offering (in addition to that provides for the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by following unless such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows) otherwise agree in writing: (Ai) In in connection with any all underwritten Public Offering and without Offerings after the prior written consent of the underwriters managing such Public OfferingIPO, such holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company (including Capital Stock of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the SEC), or any securities convertible into or exchangeable or exercisable for any such Capital Stock of the Company (ycollectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., commencing on the date requested by the managing underwriters (which shall be no earlier than ten days prior to the anticipated “pricing” date for such underwritten offering) and continuing to a date that is no later than 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), except as otherwise agreed to by the managing underwriters and except for sales made as part of such underwritten Public Offering and such other exceptions for dispositions and other transfers as may be agreed upon by the holder and the managing underwriters in connection with such Public Offering; and (ii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of any Follow-On Holdback Period or (B) The foregoing clause (i)(A) shall not apply prior to (w) transactions relating the expiration of any Follow-On Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to shares the extent necessary for a managing or co-managing underwriter of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(aa registered offering hereunder to comply with NASD Rule 2711(f)(4) of the Exchange Act FINRA Manual, the Follow-On Holdback Period shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made extended until 18 days after the expiration earnings release or disclosure of other material information or the occurrence of the Holdback Period)material event, or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in as the case of any transfer or distribution pursuant to clause may be (xa “Holdback Extension”), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock Class A Shares (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of such period, including any Holdback Extension. Notwithstanding the foregoing, no holder of Registrable Securities that is not an officer or director of the Company shall be subject to the Follow-On Holdback PeriodPeriod in connection with an underwritten block trade Shelf Offering unless such holder of Registrable Securities was provided notice one day prior to such underwritten block trade Shelf Offering and provided the opportunity to participate therein; provided that if such holder of Registrable Securities was provided the opportunity to participate therein, such holder shall be subject to the Follow-On Holdback Period regardless of whether such holder elects to participate in such underwritten block trade Shelf Offering, unless the managing underwriters of such underwritten block trade Shelf Offering otherwise agree in writing.

Holders of Registrable Securities. If requested required by the Companyholders of a majority of the Registrable Securities, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such an underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by the holders of a majority of the Registrable Securities participating in such managing underwriter(s)Public Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Company’s initial Public Offering, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Yield LLC (yincluding Capital Stock of the Company or Yield LLC that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such initial Public Offering or the “pricing” of such offering and continuing to the date that is 180 days following the date of the final prospectus for such initial Public Offering (the “Holdback Period”), unless the underwriters managing the Public Offering otherwise agree in writing; (ii) in connection with all underwritten Public Offerings (including the Company’s initial Public Offering), such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the Public Offering otherwise agree in writing; and (iii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or any Follow-On Holdback Period (as applicable) or (B) The foregoing clause (i)(A) shall not apply prior to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback PeriodPeriod or any Follow-On Holdback Period (as applicable), or (x) transfers to a Permitted Transferee the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such holderperiod, then to the extent necessary for a managing or (y) transfers that are bona fide gifts, or (z) distributions by co-managing underwriter of a trust registered offering hereunder to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (xcomply with FINRA Rule 2711(f)(4), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions if agreed to by the holders of a majority of the Registrable Securities selling in such holder and Underwritten Offering, the Holdback Period or the Follow-On Holdback Period (2) no such transfer or distribution in (x), (y), or (zas applicable) shall be permitted if it shall require a filing under Section 16(a) extended until 18 days after the earnings release or Section 13(d) disclosure of other material information or the occurrence of the Exchange Actmaterial event, reporting as the case may be (a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the “Holdback PeriodExtension”). The Company may impose stop-transfer instructions with respect to the shares of Common Stock and units of Yield LLC (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the such period, including any Holdback PeriodExtension.

Holders of Registrable Securities. If requested by the CompanyCorporation or the managing underwriter(s), each holder of Registrable Securities Holder participating in an underwritten Public Offering shall enter into customary lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s)Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities Holder agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public OfferingIPO, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecatesell, pledge, encumber sell, contract, contract to sell or grant 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 ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Corporation (yincluding Capital Stock of the Corporation that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Corporation gives notice to the Holders that a preliminary prospectus has been circulated for the IPO or the “pricing” of such offering and continuing to the date that is 180 days following the date of the final prospectus for the IPO (the “Holdback Period”), unless the underwriters managing the IPO otherwise agree in writing; provided, however, that if the Holdback Period is shortened or terminated early for any Holder that together with its Affiliates holds one percent (1%) or more of the outstanding Registrable Securities, the Holdback period for each other Holder also shall be shortened or terminated to the same extent; (Bii) in connection with all underwritten Public Offerings (other than the IPO), such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Corporation gives notice to the Holders of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the Public Offering otherwise agree in writing; and (iii) The foregoing clause clauses (i)(Ai) through (ii) shall not apply to (wA) the sale of Capital Stock pursuant to the terms of the underwriting agreement entered into in connection with such underwritten Public Offering, or (B) transactions relating to shares of Common Capital Stock or other securities acquired in open market transactionstransactions after the completion of the Public Offering, provided, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Capital Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (xC) transfers of Capital Stock or any security convertible into Capital Stock to the spouse, domestic partner, parent, sibling, child or grandchild (each an “immediate family member”) of such Holder or to a Permitted Transferee trust formed for the benefit of such Holder or of an immediate family member of a Holder, or (D) transfers of Capital Stock or any security convertible into Capital Stock as a bona fide gift, or (E) distributions of shares of Capital Stock or any security convertible into Capital Stock to limited partners, members, stockholders or affiliates of a Holder or to any investment fund or other entity controlled or managed by, or under common control or management with, such holder, or (yF) transfers that are bona fide gifts, or (z) distributions as a distribution by a trust to its beneficiaries, provided, provided that in the case of any transfer or distribution pursuant to clause (xC), (yD), (E) or (zF), (1) each transferee, donee or distributee shall agree in writing to be bound by sign and deliver a lock-up provisions agreement substantially in the same as form of the lock-up provisions agreed to agreement entered into by such holder Holder and (2) no such transfer or distribution in (xC), (yD), (E) or (zF) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period, or (G) the receipt by a Holder from the Corporation of Capital Stock upon a vesting event of Capital Stock or rights to acquire Capital stock pursuant to the Corporation’s equity incentive plans or the exercise by such Holder of options to purchase Capital Stock issued pursuant to the Corporation’s equity incentive plans (including, in each case, by way of net exercise, but for the avoidance of doubt, excluding all manners of exercise that would involve a sale of any securities relating to such options, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise), provided that (1) any securities received upon such vesting event or exercise will also be subject to the terms of such holder’s lock-up agreement and (2) no such vesting event or exercise shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such vesting event or exercise, or (H) transfers of Capital Stock or any securities convertible into or exercisable or exchangeable for Capital Stock to the Corporation, pursuant to agreements under which the Corporation has the option to repurchase such shares or securities or a right of first refusal with respect to transfers of such shares or securities, provided that unless such transfers are pursuant to the Corporation’s option to repurchase in the event such holder is terminated or resigns as an employee of the Corporation, no transfer shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such transfer (other than a filing on Form 5 pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Capital Stock, provided that (1) such plan does not provide for the transfer of Capital Stock during the Holdback Period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of such holder or the Corporation regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Capital Stock may be made under such plan during the Holdback Period). The Company Corporation may impose stop-transfer instructions with respect to the shares of Common Capital Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Periodsuch period.

Holders of Registrable Securities. If requested required by the CompanyApplicable Approving Party, each holder of Registrable Securities participating (in an the case of any underwritten Public Offering Offering) shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by such managing underwriter(s)the Applicable Approving Party. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s), agreement: (i) each holder of Registrable Securities agrees as follows: that in connection with the Company’s IPO, such Person shall not (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or (yincluding Capital Stock of the Company that may be deemed to be owned beneficially by such Person in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, from the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such IPO to the date that is 180 days following the date of the final prospectus for such IPO (the “Holdback Period”), unless the Applicable Approving Party and the underwriters managing the IPO otherwise agree in writing; (Bii) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares each holder of Common Stock or other securities acquired in open market transactions, provided, Registrable Securities agrees that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or all other securities acquired in such open market transactions (underwritten Public Offerings other than a filing the IPO, such Person shall not effect any Sale Transaction from the date on Form 5 made after which the expiration Company gives notice to the holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Public Offering to the date that is 90 days following the date of the final prospectus for such Public Offering (“Follow-On Holdback Period”), or (x) transfers to a Permitted Transferee of unless, if an underwritten Public Offering, the Applicable Approving Party and the underwriters managing such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall Public Offering otherwise agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Periodwriting. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Periodsuch period.

Holders of Registrable Securities. If requested required by the Companyholders of a majority of the Registrable Securities, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such an underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by the holders of a majority of the Registrable Securities participating in such managing underwriter(s)Public Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public OfferingCompany’s IPO, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Terra LLC (yincluding Capital Stock of the Company or Terra LLC that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for the IPO or the “pricing” of such offering and continuing to the date that is 180 days following the date of the final prospectus for the IPO (the “Holdback Period”), unless the underwriters managing the IPO otherwise agree in writing; (ii) in connection with all underwritten Public Offerings (including the Company’s IPO), such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the Public Offering otherwise agree in writing; and (iii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or any Follow-On Holdback Period (as applicable) or (B) The foregoing clause (i)(A) shall not apply prior to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback PeriodPeriod or any Follow-On Holdback Period (as applicable), or (x) transfers to a Permitted Transferee the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such holderperiod, then to the extent necessary for a managing or (y) transfers that are bona fide gifts, or (z) distributions by co-managing underwriter of a trust registered offering hereunder to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (xcomply with FINRA Rule 2711(f)(4), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions if agreed to by the holders of a majority of the Registrable Securities selling in such holder and Underwritten Offering, the Holdback Period or the Follow-On Holdback Period (2) no such transfer or distribution in (x), (y), or (zas applicable) shall be permitted if it shall require a filing under Section 16(a) extended until 18 days after the earnings release or Section 13(d) disclosure of other material information or the occurrence of the Exchange Actmaterial event, reporting as the case may be (a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the “Holdback PeriodExtension”). The Company may impose stop-transfer instructions with respect to the shares of Common Stock and units of Terra LLC (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the such period, including any Holdback PeriodExtension.

Holders of Registrable Securities. If requested required by the Companyholders of a majority of the Registrable Securities, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such an underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by the holders of a majority of the Registrable Securities participating in such managing underwriter(s)Public Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public OfferingCompany’s IPO, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Global LLC (yincluding Capital Stock of the Company or Global LLC that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for the IPO or the “pricing” of such offering and continuing to the date that is 180 days following the date of the final prospectus for the IPO (the “Holdback Period”), unless the underwriters managing the IPO otherwise agree in writing; (ii) in connection with all underwritten Public Offerings (including the Company’s IPO), such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the Public Offering otherwise agree in writing; and (iii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or any Follow-On Holdback Period (as applicable) or (B) The foregoing clause (i)(A) shall not apply prior to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback PeriodPeriod or any Follow-On Holdback Period (as applicable), or (x) transfers to a Permitted Transferee the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such holderperiod, then to the extent necessary for a managing or (y) transfers that are bona fide gifts, or (z) distributions by co-managing underwriter of a trust registered offering hereunder to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (xcomply with FINRA Rule 2711(f)(4), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions if agreed to by the holders of a majority of the Registrable Securities selling in such holder and Underwritten Offering, the Holdback Period or the Follow-On Holdback Period (2) no such transfer or distribution in (x), (y), or (zas applicable) shall be permitted if it shall require a filing under Section 16(a) extended until 18 days after the earnings release or Section 13(d) disclosure of other material information or the occurrence of the Exchange Actmaterial event, reporting as the case may be (a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the “Holdback PeriodExtension”). The Company may impose stop-transfer instructions with respect to the shares of Common Stock and units of Global LLC (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the such period, including any Holdback PeriodExtension.

Holders of Registrable Securities. If requested by the Company, each holder of Registrable Securities participating in an underwritten Public Offering (for purposes of this Section 4(a), the words “Common Stock” in the definition of “Public Offering” shall be replaced with the words “Capital Stock of the Company”) shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by the holders of the Registrable Securities participating in such managing underwriter(s)Public Offering. In addition to any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities agrees as follows: (Ai) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) 180 days in the case of the Company’s initial Public Offering, or for a period of 90 days after in the case of all underwritten Public Offerings other than the initial Public Offering, following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Capital Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act), by such holder or any other securities so owned convertible into or exercisable or exchangeable for Capital Stock or other securities of the Company or (yB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of owning Common Stock or other securities of the CompanyCapital Stock, whether any such transaction described in clause (xA) or (yB) above is to be settled by delivery of Common Capital Stock or such other securities, in cash or otherwise (each such transaction, a “Sale Transaction”). (Bii) The foregoing clause (i)(Ai) shall not apply to (wA) the sale of Capital Stock pursuant to the terms of the underwriting agreement entered into in connection with such underwritten Public Offering or the transfer or redemption of RMCO LLC securities pursuant to the Reorganization Transactions, or (B) transactions relating to shares of Common Capital Stock or other securities acquired in open market transactionstransactions after the completion of the Public Offering, provided, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Capital Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (xC) transfers of Capital Stock or any security convertible into Capital Stock to the spouse, domestic partner, parent, sibling, child or grandchild (each an “immediate family member”) of such holder or to a Permitted Transferee trust formed for the benefit of such holder or of an immediate family member of the undersigned, or (D) transfers of Capital Stock or any security convertible into Capital Stock as a bona fide gift, or (E) distributions of shares of Capital Stock or any security convertible into Capital Stock to limited partners, members, stockholders or affiliates of the undersigned or to any investment fund or other entity controlled or managed by, or under common control or management with, such holder, or (yF) transfers that are bona fide gifts, or (z) distributions as a distribution by a trust to its beneficiaries, provided, provided that in the case of any transfer or distribution pursuant to clause (xC), (yD), (E) or (zF), (1) each transferee, donee or distributee shall agree in writing to be bound by sign and deliver a lock-up provisions agreement substantially in the same as form of the lock-up provisions agreed to agreement entered into by such holder and (2) no such transfer or distribution in (xC), (yD), (E) or (zF) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period, or (G) the receipt by the undersigned from the Company of Capital Stock upon a vesting event of Capital Stock or rights to acquire Capital stock pursuant to the Company’s equity incentive plans or the exercise by such holder of options to purchase Capital Stock issued pursuant to the Company’s equity incentive plans (including, in each case, by way of net exercise, but for the avoidance of doubt, excluding all manners of exercise that would involve a sale of any securities relating to such options, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise), provided that (1) any securities received upon such vesting event or exercise will also be subject to the terms of such holder’s lock-up agreement and (2) no such vesting event or exercise shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such vesting event or exercise, or (H) transfers of Capital Stock or any securities convertible into or exercisable or exchangeable for Capital Stock to the Company, pursuant to agreements under which the Company has the option to repurchase such shares or securities or a right of first refusal with respect to transfers of such shares or securities, provided that unless such transfers are pursuant to the Company’s option to repurchase in the event such holder is terminated or resigns as an employee of the Company, no transfer shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such transfer (other than a filing on Form 5 pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Capital Stock, provided that (1) such plan does not provide for the transfer of Capital Stock during the Holdback Period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of such holder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Capital Stock may be made under such plan during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Capital Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Periodsuch period.

Holders of Registrable Securities. If requested by the CompanyCorporation or the managing underwriter(s), each holder of Registrable Securities Holder participating in an underwritten Public Offering shall enter into customary lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to containing terms that are consistent with the arrangement set forth in provisions of this Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s)4. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities Holder agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public OfferingIPO, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecatesell, pledge, encumber sell, contract, contract to sell or grant 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 ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Corporation (yincluding Capital Stock of the Corporation that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Securities and Exchange Commission) owned by such Holder prior to the IPO (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”), or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Corporation gives notice to the Holders that a preliminary prospectus has been circulated for the IPO or the “pricing” of such offering (the “Pricing Date”) and continuing (1) with respect to the Fidelity Holders, to the date that is 180 days following the date of the final prospectus for the IPO and (2) with respect to all other Holders, to the date that is the later of (X) 180 days following the date of the final prospectus for the IPO and (Y) December 31, 2019 (the “IPO Holdback Period”), in each case, unless the underwriters managing the IPO otherwise agree in writing; (ii) in connection with all underwritten Public Offerings (other than the IPO), such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Corporation gives notice to the Holders of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering if such Underwritten Public Offering involves a road show or similar marketing efforts exceeding 48 hours, or 45 days otherwise (the “Follow-on Holdback Period” and together with the IPO Holdback Period, the “Holdback Periods”, and each a “Holdback Period”), unless (A) such Holder (together with his, her or its Affiliates) is the beneficial owner of less than 5% of the outstanding Capital Stock of the Corporation (excluding shares of Class Y Common Stock) and is not selling securities in such Public Offering, (B) such Holder is a Fidelity Holder and is not selling securities in such Public Offering or (C) the underwriters managing the Public Offering otherwise agree in writing; and (iii) Any discretionary waiver or termination of the restrictions in the foregoing clauses (i) through (ii) shall apply pro rata to all Holders, based on the number of shares of Capital Stock of the Corporation subject to this Agreement. (Biv) The foregoing clause clauses (i)(Ai) through (ii) shall not apply to (wA) transactions relating pursuant to any transfer, conversion, reclassification, contribution, subscription, sale redemption or exchange of Common Units to the Company, Endeavor Manager or the Corporation, or the respective subsidiaries thereof, as applicable, in connection with, and as contemplated by, the Reorganization; (B) pursuant to any redemption or exchange of (1) Common Units (along with an equal amount of Class X Common Stock) for shares of Class A Common Stock or other securities (2) the exchange of PIUs of the Company for Opco Common Units, in each case in accordance with the limited liability company agreement of Opco LLC Agreement or Manager LLC Agreement, as applicable; (C) as a result of the redemption by the Corporation, the Company, Endeavor Manager or their affiliates of Capital Stock held by or on behalf of an employee in connection with the termination of such employee’s employment; (D) as part of the repurchase of Capital Stock by the Corporation, not at the option of the Holders, pursuant to an employee benefit plan described in the Registration Statement or pursuant to the agreements pursuant to which such Securities were issued; (E) shares of Capital Stock of the Corporation acquired by Holders (1) in the open market transactionsin connection with or after the completion of the IPO or (2) from the underwriters in a Public Offering; (F) to any transfer of shares of Capital Stock of the Corporation by bona fide gift, will, intestacy or charitable contribution; provided, that no filing under Section 16(athe donee or donees, beneficiary or beneficiaries, heir or heirs or legal representatives thereof agree to be bound in writing by the restrictions set forth herein for the balance of the applicable Holdback Period (except that a Holder and any of its affiliates who have signed lock-up letters with the managing underwriters may make charitable gifts, without the donee(s) signing a lock-up letter or being bound by the restrictions set forth herein, of up to an aggregate of 0.5% (or such other percentage as may be agreed by the managing underwriters for such Public Offering) of the Exchange Act shall be required or shall be voluntarily made Securities beneficially owned by such Holder and its affiliates as of the date of the final prospectus used in connection with transfers or dispositions the IPO, before giving effect to the Public Offering); (G) to any transfer of such shares of Common Capital Stock of the Corporation to any trust, partnership, limited liability company or other securities acquired in such open market transactions (other than a filing on Form 5 made after entity for the expiration direct or indirect benefit of the Holders or the immediate family of the Holders; provided, that the trustee of the trust or the partnership or limited liability company or other entity agrees to be bound in writing by the restrictions set forth herein for the balance of the applicable Holdback Period), and provided, further that any such transfer shall not involve a disposition for value; (H) to any transfer of shares of Capital Stock of the Corporation to any immediate family member or other dependent; provided, that the transferee agrees to be bound in writing by the restrictions set forth herein for the balance of the applicable Holdback Period; and provided, further that any such transfer shall not involve a disposition for value; (I) to any transfer of shares of Capital Stock of the Corporation to the Holders’ affiliates, subsidiaries, partners, members, equityholders, shareholders, trustor or beneficiary, or to any investment fund or other entity that controls, is controlled by, manages, is managed by or is under common control with the Holder (x) transfers including, for the avoidance of doubt, if the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership and, if the Holder is a trust, to a Permitted Transferee trustor or beneficiary of the trust); provided, that the transferee agrees to be bound in writing by the restrictions set forth herein for the balance of the applicable Holdback Period; and provided, further that any such holdertransfer shall not involve a disposition for value; (J) to any transfer of shares of Capital Stock of the Corporation to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (F) through (I) above; provided, that the transferee agrees to be bound in writing by the restrictions set forth herein for the balance of the applicable Holdback Period; (K) pursuant to an order of a court or (y) transfers that are bona fide gifts, regulatory agency or (z) distributions by a trust to its beneficiaries, comply with any regulations related to the Holders’ ownership of Securities; provided, that in the case of any transfer or distribution pursuant to clause (x)this clause, (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Capital Stock of the Corporation, shall state that such transfer is pursuant to an order of a court or regulatory agency or to comply with any regulations related to the ownership of Capital Stock of the Corporation unless such a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority; (L) to the Corporation or its affiliates upon death or disability of a Holder; (M) to any transfer of shares of Capital Stock of the Corporation to the Corporation or its affiliates (1) deemed to occur upon a vesting event of the Holders’ Securities or upon the net cashless exercise of options or warrants to purchase Securities or (2) for the sale by the Corporation (on behalf of the Holder) of up to such number of share of Capital Stock as necessary for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) or to satisfy the Corporation’s income and payroll tax withholding obligations due as a result of the exercise of such options or warrants or as a result of the vesting of Capital Stock under restricted stock units or restricted stock awards, in each case (x) pursuant to employee benefit plans disclosed in the final prospectus for an applicable Public Offering and (y) that would otherwise expire during the Holdback Period; provided, that in the case of any transfer or distribution pursuant this clause, except as a result of the vesting of Securities under restricted stock units or restricted stock awards, no filing under Section 13(d16(a) of the Exchange ActAct (other than a filing on Form 5), reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) shall be required or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period; (N) to any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements, between such third parties (or their affiliates or designees) and a Holder and/or its affiliates or any similar arrangement relating to a financing agreement for the benefit of a Holder and/or its affiliates, provided, that any such pledgee or other party shall agree to, upon foreclosure on the pledged Securities, execute and deliver to the managing underwriters for an applicable Public Offering an agreement with the restrictions set forth herein; (O) the sale and transfer of Securities by a Holder to the underwriters in a Public Offering pursuant to the terms of an underwriting agreement or with the prior written consent of the lead underwriter on behalf of the underwriters; (P) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided, that such plan does not provide for any transfers during the Holdback Period and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment or amendment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Capital Stock may be made under such plan during the Holdback Period; provided, that in connection with the transfer pursuant to clauses (E), (F), (G), (H) and (J) above, Holders shall not voluntarily file a report under Section 16(a) of the Exchange Act reporting a reduction in a Holder’s beneficial ownership in connection with such transfer with the SEC in accordance with Section 16 of the Exchange Act, and if any such report is required to be filed during the applicable Holdback Period, such report shall include a statement to the effect that such transfer is not a transfer for value; provided, further, that in the case of a transfer pursuant to clause (I) above (other than a transfer or distribution to facilitate a charitable gift, which shall be addressed by the immediately preceding proviso), no report under Section 16 of the Exchange Act reporting a reduction in beneficial ownership shall, during the applicable Holdback Period, be required or voluntarily made. The Company Corporation may impose stop-transfer instructions with respect to the shares of Common Capital Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Periodsuch period.

Holders of Registrable Securities. If Notwithstanding anything contained herein to the contrary, if requested in writing by the Companya managing underwriter, if any, of any Underwritten Offering, each holder of Registrable Securities (whether or not participating in an underwritten Public Offering any such Underwritten Offering) shall enter into lockagree not to effect any public sale or distribution (including sales pursuant to Rule 144, but excluding, to the extent permitted by the underwriter managing the registered public offering, sales effected to pay the exercise price of a stock option pursuant to any broker-up agreements assisted exercise or arrangements with the managing underwriter(s“cashless” exercise of such stock option) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows: (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or other equity securities of the Company Company, or (y) any securities, options or rights convertible into or exchangeable or exercisable for such securities, enter into a transaction which would have the same effect, or enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companysuch securities, whether any such aforementioned transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock such securities or such other securities, in cash or otherwise (each otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Common Stock swap, hedge or other securities acquired arrangement, in open market transactions, provided, that no filing under Section 16(a) each case during the period commencing on the earlier of the Exchange Act shall be required or shall be voluntarily made date of distribution of a preliminary prospectus in connection with transfers an Underwritten Offering or dispositions the “pricing” of such shares of Common Stock or other securities acquired offering and continuing for not more than 180 days (in such open market transactions (other than a filing on Form 5 made after the expiration case of the Holdback Period), IPO) or not more than 90 days (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer other underwritten public offering) after the date of the final prospectus (or distribution pursuant to clause prospectus supplement, in the case of a Shelf Offering) for the Underwritten Offering (xa “Lock-Up Period”), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same except as the lock-up provisions otherwise agreed to by the managing underwriter and the holders of a majority of the Investor Registrable Securities included in such Underwritten Offering and except for sales made as part of such Underwritten Offering, if otherwise permitted. Notwithstanding the foregoing, no holder and (2) no such transfer of Other Registrable Securities that is not an officer or distribution in (x), (y), or (z) director of the Company shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the Lock-Up Period in connection with an underwritten block Shelf Offering unless such holder of Other Registrable Securities was provided notice one day prior to such Underwritten Offering and provided the opportunity to participate therein (whether or not such holder elects to participate in such underwritten block trade). In the event that (a) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Lock-up Period or (B) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16 day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), if agreed to by the holders of a majority of the Investor Registrable Securities selling in such Underwritten Offering, the Lock-up Period shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, none of the provisions or restrictions set forth in this Section 4(a3(a) until shall in any way limit Parthenon Capital Partners or any of its affiliates from engaging in any brokerage, investment advisory, financial advisory, market-making, arbitrage and other similar activities conducted in the end ordinary course of their business. Each holder of Registrable Securities shall execute such agreements with the underwriter for any Underwritten Offering evidencing the agreements set forth in this Section 3(a) in a form agreed to by (and executed by) the holders of majority of the Investor Registrable Securities participating in such Underwritten Offering. Each Holder agrees that the Company may direct the Company’s transfer agent to enter a stop transfer order during any Lock-Up Period applicable to such Holder, including during any Holdback PeriodExtension.

Holders of Registrable Securities. If requested by the CompanyCorporation, each holder of Registrable Securities Holder participating in an underwritten Public Offering shall enter into customary lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s)Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities Holder agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public OfferingIPO, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecatesell, pledge, encumber sell, contract, contract to sell or grant 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 ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Corporation (yincluding Capital Stock of the Corporation that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Corporation gives notice to the Holders that a preliminary prospectus has been circulated for the IPO or the “pricing” of such offering and continuing to the date that is 180 days following the date of the final prospectus for the IPO (the “Holdback Period”), unless the underwriters managing the IPO otherwise agree in writing; provided, however, that if the Holdback Period is shortened or terminated early for any Holder that together with its Affiliates holds two percent (2%) or more of the outstanding Registrable Securities, the Holdback period for each other Holder also shall be shortened or terminated to the same extent; (ii) in connection with all underwritten Public Offerings (including the IPO), such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Corporation gives notice to the Holders of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the Public Offering otherwise agree in writing; (iii) in the event that (A) the Corporation issues an earnings release or discloses other material information or a material event relating to the Corporation and its Subsidiaries occurs during the last 17 days of the Holdback Period or any Follow-On Holdback Period (as applicable) or (B) prior to the expiration of the Holdback Period or any Follow-On Holdback Period (as applicable), the Corporation announces that it will release earnings results during the 16‑day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), if agreed to by the Holders representing a majority of the Registrable Securities included in such Underwritten Offering, the Holdback Period or the Follow-On Holdback Period (as applicable) shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”); and (iv) The foregoing clause clauses (i)(Ai) through (iii) shall not apply to (wA) the sale of Capital Stock pursuant to the terms of the underwriting agreement entered into in connection with such underwritten Public Offering, or (B) transactions relating to shares of Common Capital Stock or other securities acquired in open market transactionstransactions after the completion of the Public Offering, provided, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Capital Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (xC) transfers of Capital Stock or any security convertible into Capital Stock to the spouse, domestic partner, parent, sibling, child or grandchild (each an “immediate family member”) of such holder or to a Permitted Transferee trust formed for the benefit of such holder or of an immediate family member of the undersigned, or (D) transfers of Capital Stock or any security convertible into Capital Stock as a bona fide gift, or (E) distributions of shares of Capital Stock or any security convertible into Capital Stock to limited partners, members, stockholders or affiliates of the undersigned or to any investment fund or other entity controlled or managed by, or under common control or management with, such holder, or (yF) transfers that are bona fide gifts, or (z) distributions as a distribution by a trust to its beneficiaries, provided, provided that in the case of any transfer or distribution pursuant to clause (xC), (yD), (E) or (zF), (1) each transferee, donee or distributee shall agree in writing to be bound by sign and deliver a lock-up provisions agreement substantially in the same as form of the lock-up provisions agreed to agreement entered into by such holder and (2) no such transfer or distribution in (xC), (yD), (E) or (zF) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period, or (G) the receipt by the undersigned from the Corporation of Capital Stock upon a vesting event of Capital Stock or rights to acquire Capital stock pursuant to the Corporation’s equity incentive plans or the exercise by such holder of options to purchase Capital Stock issued pursuant to the Corporation’s equity incentive plans (including, in each case, by way of net exercise, but for the avoidance of doubt, excluding all manners of exercise that would involve a sale of any securities relating to such options, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise), provided that (1) any securities received upon such vesting event or exercise will also be subject to the terms of such holder’s lock-up agreement and (2) no such vesting event or exercise shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such vesting event or exercise, or (H) transfers of Capital Stock or any securities convertible into or exercisable or exchangeable for Capital Stock to the Corporation, pursuant to agreements under which the Corporation has the option to repurchase such shares or securities or a right of first refusal with respect to transfers of such shares or securities, provided that unless such transfers are pursuant to the Corporation’s option to repurchase in the event such holder is terminated or resigns as an employee of the Corporation, no transfer shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such transfer (other than a filing on Form 5 pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Capital Stock, provided that (1) such plan does not provide for the transfer of Capital Stock during the Holdback Period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of such holder or the Corporation regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Capital Stock may be made under such plan during the Holdback Period. The Company Corporation may impose stop-transfer instructions with respect to the shares of Common Capital Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the such period, including any Holdback PeriodExtension.

Holders of Registrable Securities. If requested by the CompanyIn connection with any underwritten Public Offering, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to that provide for the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows: (A) In connection with any underwritten Public Offering and without the prior written consent of following unless the underwriters managing such underwritten Public Offering, Offering otherwise agree in writing: such holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company Issuer (including Capital Stock of the Issuer that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Commission) (collectively, “Securities”) or any securities, options or rights convertible into or exchangeable or exercisable for Securities (ycollectively, “Other Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”). ) or (BD) The foregoing clause (i)(A) shall not apply publicly disclose the intention to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactionsenter into any Sale Transaction, provided, that no filing under Section 16(a) commencing on the earlier of the Exchange Act shall be required date on which the Issuer gives notice to the holders of Registrable Securities of the circulation of a preliminary or shall be voluntarily made in connection with transfers final prospectus (or dispositions prospectus supplement) for such Public Offering or the “pricing” of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after offering and continuing to the expiration date that is 90 days following the date of the Holdback Period)xxxxx prospectus for such Public Offering (such period, or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same shorter period as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (xthe managing underwriter(s), (ya “Holdback Period”), or (z) shall in each case with such modifications and exceptions as may be permitted if it shall require approved by the Issuer and the holders of a filing under Section 16(a) or Section 13(d) majority of the Exchange ActRegistrable Securities. In addition, reporting a reduction in beneficial ownership of shares of Common Stockupon request by the managing underwriter(s), and no such filing under Section 16(a) or Section 13(d) of each holder shall enter into customary holdback agreements consistent with the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Periodterms herein.

Holders of Registrable Securities. If requested required by the Companyholders of a majority of the Registrable Securities, each holder of Registrable Securities participating in an underwritten Public Offering Holder shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such an underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by the holders of a majority of the Registrable Securities participating in such managing underwriter(s)Public Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities Holder agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Company’s initial Public Offering, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or (yincluding Capital Stock of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the Holders that a preliminary prospectus has been circulated for such initial Public Offering or the “pricing” of such offering and continuing to the date that is 180 days following the date of the final prospectus for such initial Public Offering (the “Holdback Period”), unless the underwriters managing the Public Offering otherwise agree in writing; (ii) in connection with all underwritten Public Offerings other than the Company’s initial Public Offering, such Holder shall not effect any Sale Transaction commencing on the earlier of the date on which the Company gives notice to the Holders of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless the underwriters managing the Public Offering otherwise agree in writing; and (iii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or any Follow-On Holdback Period (as applicable) or (B) The foregoing clause (i)(A) shall not apply prior to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback PeriodPeriod or any Follow-On Holdback Period (as applicable), or (x) transfers to a Permitted Transferee the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such holderperiod, then to the extent necessary for a managing or (y) transfers that are bona fide gifts, or (z) distributions by co-managing underwriter of a trust registered offering hereunder to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (xcomply with FINRA Rule 2711(f)(4), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions if agreed to by the holders of a majority of the Registrable Securities selling in such holder and Underwritten Offering, the Holdback Period or the Follow-On Holdback Period (2) no such transfer or distribution in (x), (y), or (zas applicable) shall be permitted if it shall require a filing under Section 16(a) extended until 18 days after the earnings release or Section 13(d) disclosure of other material information or the occurrence of the Exchange Actmaterial event, reporting as the case may be (a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the “Holdback PeriodExtension”). The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the such period, including any Holdback PeriodExtension.

Holders of Registrable Securities. If requested required by the Company, each holder holders of a majority of the Registrable Securities participating in an underwritten Public Offering Offering, each holder of Registrable Securities shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such an underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is that are reasonably requested by such managing underwriter(s)) and are also applicable to other holders of Registrable Securities regardless of whether such holders’ securities are included in the Public Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities agrees as follows: (A) In agrees, that in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Company’s initial Public Offering, such holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or (yincluding Capital Stock of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Equity Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Equity Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesEquity Securities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (xD) transfers publicly disclose the intention to enter into any Sale Transaction, from the date on which the Company gives notice to the holders of Registrable Securities that a Permitted Transferee preliminary prospectus has been circulated for such initial Public Offering to the date that is 180 days following the date of the final prospectus for such holder, or initial Public Offering (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x“Holdback Period”), (y), or (z), (1) each transferee, donee or distributee shall unless the underwriters managing the Public Offering otherwise agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. writing; The Company may impose stop-transfer instructions with respect to the shares of New Class A Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Periodsuch period.

Holders of Registrable Securities. If requested by the Companymanaging underwriter(s) of an underwritten Public Offering, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the such managing underwriter(s) of such Public Offering (in addition to that provides for the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by following unless such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows) otherwise agree in writing: (Ai) In in connection with any all underwritten Public Offering and without Offerings after the prior written consent of the underwriters managing such Public OfferingIPO, such holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company (including Capital Stock of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the SEC), or any securities convertible into or exchangeable or exercisable for any such Capital Stock of the Company (ycollectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., commencing on the date requested by the managing underwriters (which shall be no earlier than ten days prior to the anticipated “pricing” date for such underwritten offering) and continuing to a date that is no later than 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), except as otherwise agreed to by the managing underwriters or transactions permitted under the lock up agreement executed by the Investor in connection with the IPO and except for sales made as part of such underwritten Public Offering and such other exceptions for dispositions and other transfers as may be agreed upon by the holder and the managing underwriters in connection with such Public Offering; provided, that except in connection with an an underwritten Public Offering that is a Demand Registration pursuant to Section 2(a), such restrictions shall only apply to a holder of Registrable Securities participating in the applicable offering; and (ii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of any Follow-On Holdback Period or (B) The foregoing clause (i)(A) shall not apply prior to (w) transactions relating the expiration of any Follow-On Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to shares the extent necessary for a managing or co-managing underwriter of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(aa registered offering hereunder to comply with NASD Rule 2711(f)(4) of the Exchange Act FINRA Manual, the Follow-On Holdback Period shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made extended until 18 days after the expiration earnings release or disclosure of other material information or the occurrence of the Holdback Period)material event, or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in as the case of any transfer or distribution pursuant to clause may be (xa “Holdback Extension”), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock Class A Shares (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of such period, including any Holdback Extension. Notwithstanding the foregoing, no holder of Registrable Securities that is not an officer or director of the Company shall be subject to the Follow-On Holdback PeriodPeriod in connection with an underwritten block trade Shelf Offering unless such holder of Registrable Securities was provided notice one day prior to such underwritten block trade Shelf Offering and provided the opportunity to participate therein; provided that if such holder of Registrable Securities was provided the opportunity to participate therein, such holder shall be subject to the Follow-On Holdback Period regardless of whether such holder elects to participate in such underwritten block trade Shelf Offering, unless the managing underwriters of such underwritten block trade Shelf Offering otherwise agree in writing.

Holders of Registrable Securities. If requested by the Company, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), each holder of Registrable Securities agrees as follows: (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or other securities of the Company or (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of owning Class A Common Stock or other securities of the Company, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise (each such transaction, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Class A Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Class A Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Class A Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Period.

Holders of Registrable Securities. If requested required by the CompanyBoard, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such any underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by the holders of a majority of the Registrable Securities participating in such managing underwriter(s)Public Offering; provided that the Dragoneer Investors and the Sponsor Investors and their respective Affiliates shall not be required to enter into lock-up agreements in connection with any underwritten Public Offering in which they are not participating. In addition to the absence of any such lock-up agreement or arrangement with and other than as set forth in the managing underwriter(s)proviso above, each holder of Registrable Securities agrees as follows: (A) In that in connection with any Demand Registration, Shelf Offering or Piggyback Registration that is an underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or (yincluding Capital Stock of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the SEC) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”). (B) The foregoing clause (i)(A) shall not apply to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback Period), or (xD) transfers publicly disclose the intention to enter into any Sale Transaction, from the date on which the Company gives notice to the holders of Registrable Securities that a Permitted Transferee preliminary prospectus has been circulated for such underwritten Public Offering to the date that is 90 days following the date of the final prospectus for such holder, or Public Offering (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x“Holdback Period”), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (any Securities or other securities) Other Securities subject to the restrictions set forth in this Section 4(a3(a) until the end of the such Holdback Period.

Holders of Registrable Securities. If requested required by the Companyholders of a majority of the Registrable Securities, each holder of Registrable Securities participating in an underwritten Public Offering shall enter into lock-up agreements or arrangements with the managing underwriter(s) of such an underwritten Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested agreed to by the holders of a majority of the Registrable Securities participating in such managing underwriter(s)Public Offering. In addition to the absence of any such lock-up agreement or arrangement with the managing underwriter(s)agreement, each holder of Registrable Securities agrees as follows: (Ai) In in connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such a Public Offering, such holder Holder shall not, for a period ending one hundred eighty not (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (xA) offer, hypothecate, pledge, encumber sell, contract, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Yield LLC (yincluding Capital Stock of the Company or Yield LLC that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences or ownership of owning Common Stock or other securities of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Follow-On Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the Public Offering otherwise agree in writing; and (ii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of any Follow-On Holdback Period or (B) The foregoing clause (i)(A) shall not apply prior to (w) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided, that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Common Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the any Follow-On Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), or (x) transfers to a Permitted Transferee of such holder, or (y) transfers that are bona fide gifts, or (z) distributions by a trust to its beneficiaries, provided, that in the case of any transfer or distribution pursuant to clause (x), (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions if agreed to by the holders of a majority of the Registrable Securities selling in such holder and (2) no such transfer or distribution in (x)Underwritten Offering, (y), or (z) the Follow-On Holdback Period shall be permitted if it shall require a filing under Section 16(a) extended until 18 days after the earnings release or Section 13(d) disclosure of other material information or the occurrence of the Exchange Actmaterial event, reporting as the case may be (a reduction in beneficial ownership of shares of Common Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the “Holdback PeriodExtension”). The Company may impose stop-transfer instructions with respect to the shares of Common Stock and units of Yield LLC (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the such period, including any Holdback PeriodExtension.

Holders of Registrable Securities. If requested by the Companymanaging underwriter(s), each holder of Registrable Securities Holder participating in an underwritten Public Offering shall enter into customary lock-up agreements or arrangements with the managing underwriter(s) of such Public Offering (in addition to the arrangement set forth in Section 4(a) hereof, in such form as is reasonably requested by such managing underwriter(s). In addition to any such lock-up agreement or arrangement with the managing underwriter(s), whereby each holder of Registrable Securities agrees as followsHolder shall agree that: (i) such Holder shall not (A) In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public Offering, such holder shall not, for a period ending one hundred eighty (180) days following the date of the final prospectus (the “Holdback Period”) relating to such Public Offering, (x) offer, hypothecatesell, pledge, encumber sell, contract, contract to sell or grant 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 ofof (including sales pursuant to Rule 144), directly or indirectly, any shares of Common Capital Stock or other securities of the Company or Corporation (yincluding Capital Stock of the Corporation that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the SEC) owned by such Holder prior to the Public Offering (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of owning Common Stock or other securities ownership of the Companyany Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such other securitiesSecurities, in cash or otherwise (each such transactionof (A), (B) and (C) above, a “Sale Transaction”)., or (D) publicly disclose the intention to enter into any Sale Transaction commencing on the earlier of the date on which the Corporation gives notice to the Holders of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering if such underwritten Public Offering involves a road show or similar marketing efforts exceeding 48 hours, or 45 days otherwise (a “Holdback Period”), in each case with such modifications and exceptions as may be approved by the Holders; (Bii) Any discretionary waiver or termination of the restrictions in the foregoing clause (i) shall apply pro rata to all Holders, based on the number of shares of Capital Stock of the Corporation subject to this Agreement; and (iii) The foregoing clause (i)(Ai) shall not apply (A) pursuant to any transfer, conversion, reclassification, contribution, subscription, sale redemption or exchange of Common Units to the Company or the Corporation, or the respective subsidiaries thereof, as applicable, in connection with, and as contemplated by, the Transactions; (wB) transactions relating pursuant to any redemption or exchange of Common Units (along with an equal number of shares of Class B Common Stock) for shares of Class A Common Stock in accordance with the LLC Agreement; (C) as a result of the redemption by the Corporation, the Company or other securities their affiliates of Capital Stock held by or on behalf of an employee in connection with the termination of such employee’s employment; (D) as part of the repurchase of Capital Stock by the Corporation, not at the option of the Holders, pursuant to an employee benefit plan described in the Shelf Registration Statement or pursuant to the agreements pursuant to which such Securities were issued; (E) shares of Capital Stock of the Corporation acquired by Holders (1) in the open market transactionsor (2) from the underwriters in a Public Offering; (F) to any transfer of shares of Capital Stock of the Corporation by bona fide gift, will, intestacy or charitable contribution; provided, that no filing under Section 16(athe donee or donees, beneficiary or beneficiaries, heir or heirs or legal representatives thereof agree to be bound in writing by the restrictions set forth in the lock-up agreement for the balance of the applicable Holdback Period (except that a Holder and any of its affiliates who have signed lock-up letters with the managing underwriters may make charitable gifts, without the donee(s) signing a lock-up letter or being bound by the restrictions set forth herein, of up to an aggregate of 0.5% (or such other percentage as may be agreed by the managing underwriters for such Public Offering) of the Exchange Act shall be required or shall be voluntarily made Securities beneficially owned by such Holder and its affiliates as of the date of the final prospectus used in connection with transfers or dispositions the Public Offering); (G) to any transfer of such shares of Common Capital Stock of the Corporation to any trust, partnership, limited liability company or other securities acquired in such open market transactions (other than a filing on Form 5 made after entity for the expiration direct or indirect benefit of the Holders or the immediate family of the Holders; provided, that the trustee of the trust or the partnership or limited liability company or other entity agrees to be bound in writing by the restrictions set forth in the lock-up agreement for the balance of the applicable Holdback Period), and provided, further that any such transfer shall not involve a disposition for value; (H) to any transfer of shares of Capital Stock of the Corporation to any immediate family member or other dependent; provided, that the transferee agrees to be bound in writing by the restrictions set forth in the lock-up agreement for the balance of the applicable Holdback Period; and provided, further that any such transfer shall not involve a disposition for value; (I) to any transfer of shares of Capital Stock of the Corporation to the Holders’ affiliates, subsidiaries, partners, members, equityholders, shareholders, trustor or beneficiary, or to any investment fund or other entity that controls, is controlled by, manages, is managed by or is under common control with the Holder (x) transfers including, for the avoidance of doubt, if the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership and, if the Holder is a trust, to a Permitted Transferee trustor or beneficiary of the trust); provided, that the transferee agrees to be bound in writing by the restrictions set forth in the lock-up agreement for the balance of the applicable Holdback Period; and provided, further that any such holdertransfer shall not involve a disposition for value; (J) to any transfer of shares of Capital Stock of the Corporation to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (F) through (I) above; provided, that the transferee agrees to be bound in writing by the restrictions set forth in the lock-up agreement for the balance of the applicable Holdback Period; (K) pursuant to an order of a court or (y) transfers that are bona fide gifts, regulatory agency or (z) distributions by a trust to its beneficiaries, comply with any regulations related to the Holders’ ownership of Securities; provided, that in the case of any transfer or distribution pursuant to clause (x)this clause, (y), or (z), (1) each transferee, donee or distributee shall agree in writing to be bound by lock-up provisions substantially the same as the lock-up provisions agreed to by such holder and (2) no such transfer or distribution in (x), (y), or (z) shall be permitted if it shall require a any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Capital Stock of the Corporation, shall state that such transfer is pursuant to an order of a court or regulatory agency or to comply with any regulations related to the ownership of Capital Stock of the Corporation unless such a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority; (L) to the Corporation or its affiliates upon death or disability of a Holder; (M) to any transfer of shares of Capital Stock of the Corporation to the Corporation or its affiliates (1) deemed to occur upon a vesting event of the Holders’ Securities or upon the net cashless exercise of options or warrants to purchase Securities or (2) for the sale by the Corporation (on behalf of the Holder) of up to such number of share of Capital Stock as necessary for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) or to satisfy the Corporation’s income and payroll tax withholding obligations due as a result of the exercise of such options or warrants or as a result of the vesting of Capital Stock under restricted stock units or restricted stock awards, in each case (x) pursuant to employee benefit plans disclosed in the final prospectus for an applicable Public Offering and (y) that would otherwise expire during the Holdback Period; provided, that in the case of any transfer or distribution pursuant this clause, except as a result of the vesting of Securities under restricted stock units or restricted stock awards, no filing under Section 13(d16(a) of the Exchange ActAct (other than a filing on Form 5), reporting a reduction in beneficial ownership of shares of Common Capital Stock, and no such filing under Section 16(a) shall be required or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period. ; (N) to any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements, between such third parties (or their affiliates or designees) and a Holder and/or its affiliates or any similar arrangement relating to a financing agreement for the benefit of a Holder and/or its affiliates, provided, that any such pledgee or other party shall agree to, upon foreclosure on the pledged Securities, execute and deliver to the managing underwriters for an applicable Public Offering an agreement with the restrictions set forth in the lock-up agreement; (O) the sale and transfer of Securities by a Holder to the underwriters in a Public Offering pursuant to the terms of an underwriting agreement or with the prior written consent of the lead underwriter on behalf of the underwriters; (P) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided, that such plan does not provide for any transfers during the Holdback Period and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment or amendment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Capital Stock may be made under such plan during the Holdback Period; provided, that in connection with the transfer pursuant to clauses (E), (F), (G), (H) and (J) above, Holders shall not voluntarily file a report under Section 16(a) of the Exchange Act reporting a reduction in a Holder’s beneficial ownership in connection with such transfer with the SEC in accordance with Section 16 of the Exchange Act, and if any such report is required to be filed during the applicable Holdback Period, such report shall include a statement to the effect that such transfer is not a transfer for value; provided, further, that in the case of a transfer pursuant to clause (I) above (other than a transfer or distribution to facilitate a charitable gift, which shall be addressed by the immediately preceding proviso), no report under Section 16 of the Exchange Act reporting a reduction in beneficial ownership shall, during the applicable Holdback Period, be required or voluntarily made. (iv) The Company Corporation may impose stop-transfer instructions with respect to the shares of Common Capital Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the Holdback Periodsuch period.