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reasonably could be expected to lead to or result in a sale, loan, pledge, or other disposition (whether by such 
lock-up  party  or  someone  other  than  such  lock-up  party)  or  transfer  of  any  of  the  economic  consequences  of 
ownership, in whole or in part, directly or indirectly, of any lock-up securities, whether any such transaction or 
arrangement (or instrument provided for thereunder) would be settled by delivery of our common stock or such 
other  securities,  in  cash,  or  otherwise  (for  purposes  of  this  section,  any  such  sale,  loan,  pledge,  or  other 
disposition or transfer of economic consequences, a “Transfer”), (c) make any demand for or exercise any right 
with  respect  to  the  registration  of  any  lock-up  securities,  or  (d)  otherwise  publicly  announce  any  intention  to 
engage in or cause any action, activity, transaction, or arrangement described in clauses (a), (b), or (c) above; 
provided,  however,  in  the  case  where  the  lock-up  party  is  a  founder,  if  such  action,  activity,  transaction,  or 
arrangement  is  otherwise  permitted  under  the  lock-up  agreement,  such  founder  may  publicly  announce  such 
action,  activity,  transaction,  or  arrangement  upon  three  business  days  prior  written  notice  to  the 
representatives and us. The restrictions on Transfer of the lock-up securities do not apply to the:

a. Transfer by the lock-up party of the lock-up securities: (i) upon death by will, testamentary document, 
or  intestate  succession,  (ii)  if  the  lock-up  party  is  a  natural  person,  to  any  member  of  the  lock-up 
party’s  immediate  family,  to  other  dependents,  or  to  any  trust,  corporation,  partnership,  limited 
liability company, or other entity for the direct or indirect benefit of the lock-up party or the immediate 
family  or  other  dependents  of  the  lock-up  party,  or,  in  the  case  of  our  founders,  any  philanthropic 
organization, or, if the lock-up party is a trust, to a trustor, trustee, or beneficiary of the trust, or the 
estate  of  a  trustor,  trustee,  or  beneficiary  of  such  trust,  (iii)  to  a  corporation,  partnership,  limited 
liability company, or other entity of which the lock-up party and the immediate family of the lock-up 
party are the legal and beneficial owner of all of the outstanding equity securities or similar interests, 
(iv)  to  a  nominee  or  custodian  of  a  person  or  entity  to  whom  a  disposition  or  transfer  would  be 
permissible  under  clauses  (a)(i)  through  (iii)  above,  (v)  if  the  lock-up  party  is  a  corporation, 
partnership,  limited  liability  company,  trust,  or  other  business  entity,  (A)  to  another  corporation, 
partnership, limited liability company, trust, or other business entity that is an affiliate of the lock-up 
party,  or  to  any  investment  fund  or  other  entity,  which  fund  or  entity  controls,  is  controlled  by, 
manages, or is managed by, advises or is advised by, sub-advises or is sub-advised by, or is otherwise 
under  common  control  with  the  lock-up  party  or  affiliates  of  the  lock-up  party,  or  (B)  as  part  of  a 
distribution, transfer, or other disposition by the lock-up party to its stockholders, current or former 
partners, members, managers, beneficiaries, or other equityholders of the lock-up party or its affiliates, 
or  to  the  estate  of  any  such  stockholders,  partners,  members,  managers,  beneficiaries,  or  other 
equityholders,  (vi)  by  operation  of  law,  such  as  pursuant  to  a  qualified  domestic  order,  divorce 
settlement, divorce decree, separation agreement, or other order of a court or regulatory agency, (vii) 
to us from any employee or service provider of ours or any of our direct or indirect subsidiaries upon 
death, disability, or termination of employment (including voluntary resignation), in each case, of such 
employee or service provider, (viii) if the lock-up party is not our officer or director, in connection with 
a  Transfer  of  the  lock-up  party’s  shares  of  common  stock  acquired  (A)  from  the  underwriters  in  this 
offering,  or  (B)  in  open  market  transactions  after  the  closing  date  of  this  offering,  (ix)  in  connection 
with any sales of shares of Class A common stock by the lock-up party to the underwriters pursuant to 
the underwriting agreement to be entered into in connection with this offering, (x) to us in connection 
with  the  vesting,  settlement,  or  exercise  of  restricted  stock  units,  options,  warrants,  exchange, 
conversion,  or  other  rights  to  purchase  or  otherwise  acquire  shares  of  common  stock  (including,  in 
each case, by way of “net” or “cashless” exercise, settlement, or similar procedure) that are vested, vest, 
or  are  scheduled  to  expire  or  automatically  vest  during  the  applicable  lock-up  period,  including  any 
transfer to us for the purpose of satisfying any tax obligations (including withholdings and estimated 
tax obligations) or remittance payments due as a result of the grant, vesting, settlement, or exercise of 
such restricted stock units, options, warrants, exchange, conversion, or other rights, or in connection 
with  the  conversion  of  convertible  securities,  in  all  such  cases  of  this  clause  (x)  pursuant  to  equity 
awards granted under a stock incentive plan, long-term incentive plan, or other equity award plan or 
arrangement, or pursuant to the terms of convertible or exchangeable securities, as applicable, each as 
described  herein,  provided  that  any  securities  received  by  the  lock-up  party  upon  such  vesting, 
settlement, exercise, or conversion must be subject to the terms of a lock-up agreement, (xi) in the case 
where the lock-up party is a founder, director, officer, or a current or former employee or consultant, in 
“sell  to  cover”  or  similar  open  market  transactions  to  generate  such  amount  of  cash  to  satisfy  any 
exercise  price  or  tax  obligations  (including  withholdings  and  estimated  tax  obligations)  or  payments 
(including  estimated  payments)  due  as  a  result  of  the  grant,  vesting,  settlement,  or  exercise  of 

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