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restricted stock units, options, warrants, exchange, conversion, or other rights, or in connection with 
the conversion of convertible securities or other rights, in all such cases of this clause (xi) pursuant to 
equity  awards  granted  under  a  stock  incentive  plan,  long-term  incentive  plan,  or  other  equity  award 
plan  or  arrangement,  each  as  described  herein,  provided  that  any  securities  retained  by  the  lock-up 
party after giving effect to this provision must be subject to the terms of a lock-up agreement, (xii) to 
any  third-party  pledgee  in  a  bona  fide  transaction  as  collateral  to  secure  obligations  pursuant  to  a 
lending or similar financing arrangement between such third party (or its affiliates or designees) and 
the  lock-up  party  and/or  its  affiliates,  or  in  the  case  where  the  lock-up  party  is  a  founder,  its  estate 
planning vehicles, or otherwise in connection with any action by the lock-up party and/or its affiliates 
or estate planning vehicles, as applicable, to permit such pledgee to enforce its security interest under 
such  arrangement  by  selling,  transferring,  appropriating,  or  otherwise  disposing  of  the  lock-up 
securities, provided that such arrangement is not a hedging transaction or arrangement (including any 
short sale, put, call, forward, swap, prepaid variable forward, or other derivative, however described or 
defined) designed to or reasonably expected to lead to a disposition or transfer of any of the economic 
consequences of ownership of the lock-up securities, and is not part of a plan to effect such a hedge, or 
(xiii) as one or more bona fide gifts or charitable contributions (other than in the case where the lock-
up party is a current or former employee or consultant who is not a founder, director, or officer), or, in 
the case where the lock-up party is a founder, for bona fide estate planning purposes; 

provided that (A) in the case of clauses (a)(i), (ii), (iii), (iv), (v), and, solely with respect to bona fide 
gifts  or  charitable  contributions,  (xiii)  above,  such  transfer  or  distribution  must  not  involve  a 
disposition for value, (B) in the case of clauses (a)(i), (ii), (iii), (iv), (v), (vi), (xii), and (xiii) above, it is a 
condition to the transfer or distribution that the donee, devisee, transferee, pledgee, or distributee, as 
the  case  may  be,  must  sign  and  deliver  a  lock-up  agreement,  (C)  where  the  lock-up  party  is  not  a 
founder, in the case of clauses (a)(ii), (iii), (iv), and (v) above, no filing by any party (including, without 
limitation,  any  donor,  donee,  devisee,  transferor,  transferee,  distributor,  or  distributee)  under  the 
Exchange  Act  or  other  public  filing,  report,  or  announcement  reporting  a  reduction  in  beneficial 
ownership of lock-up securities must be required or must be voluntarily made in connection with such 
transfer  or  distribution  (other  than  any  required  Form  5  filing),  and  (D)  in  the  case  of  clauses  (a)(i), 
(vi), (vii), (viii), (ix), (x), (xi), (xii), and (xiii), or in the case where the lock-up party is a founder, clauses 
(a)(i),  (ii),  (iii),  (iv),  (v),  (vi),  (vii),  (viii),  (ix),  (x),  (xi),  (xii),  and  (xiii),  above,  no  filing  under  the 
Exchange  Act  or  other  public  filing,  report,  or  announcement  reporting  a  reduction  in  beneficial 
ownership of lock-up securities must be voluntarily made in connection with such transfer, and if any 
such filing, report, or announcement reporting a reduction in beneficial ownership of lock-up securities 
is  legally  required  in  connection  with  such  transfer  during  the  applicable  lock-up  period,  such  filing, 
report, or announcement must clearly indicate in the footnotes thereto (x) the circumstances of such 
transfer or distribution, and (y) in the case of a transfer or distribution pursuant to clauses (a)(i), (vi), 
or  (xiii),  or  in  the  case  where  the  lock-up  party  is  a  founder,  clauses  (a)(i),  (ii),  (iii),  (iv),  (v),  (vi),  or 
(xiii),  above,  that  the  donee,  devisee,  transferee,  or  distributee  has  agreed  to  be  bound  by  a  lock-up 
agreement;

b.

entry  into  or  amendment  of  a  written  plan  meeting  the  requirements  of  Rule  10b5-1  under  the 
Exchange Act relating to the Transfer of the lock-up securities of the lock-up party, if then permitted by 
us,  provided  that  none  of  the  securities  subject  to  such  plan  may  be  Transferred  until  after  the 
expiration of the applicable lock-up period, except, in the case of our founders, non-founder directors 
and  officers,  and  current  and  former  employees  and  consultants,  as  otherwise  permitted  by  the 
applicable lock-up agreement, and no public filing, report, or announcement under the Exchange Act, 
or any other public filing, report, or announcement, must be voluntarily made (whether by or on behalf 
of the lock-up party, us, or any other party) regarding, or that otherwise discloses, the establishment or 
amendment  of  such  plan  during  the  applicable  lock-up  period,  and  if  any  such  filing,  report,  or 
announcement  is  legally  required  during  the  applicable  lock-up  period,  such  filing,  report,  or 
announcement  must  clearly  indicate  that  none  of  the  securities  subject  to  such  plan  may  be 
Transferred pursuant to such plan until after the expiration of the applicable lock-up period, except, in 
the  case  of  our  founders,  non-founder  directors  and  officers,  and  current  and  former  employees  and 
consultants, as otherwise permitted by the applicable lock-up agreement;

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